AGL Energy Limited Annual Report 2012 35 Directors have unfettered access to AGL  records and information reasonably  necessary to fulfil their responsibilities.  Directors also have access to the Company  Secretary on any matter relevant to their  role as a Director. In addition, the Board has  access to other relevant senior  management to seek additional information  concerning AGL’s business. Under AGL’s Board Charter, the Board  collectively, and each Director individually,  has the right to seek independent  professional advice at AGL’s expense to  help them carry out their responsibilities.  During the financial year, neither the Board  collectively nor any individual Director  availed themselves of this right. It is usual for the non-executive Directors  to confer, without management being  present, at the start of each scheduled  Board meeting. Under AGL’s Constitution, the Board elects  a Chairman from amongst the non- executive Directors. It is a requirement of  AGL’s Board Charter that the Chairman  be independent. The Board is satisfied that AGL’s Chairman,  Jerry Maycock is, and has been throughout  the year, an independent Director. The requirement in AGL’s Constitution  that the Chairman be appointed from  among the non-executive Directors means  that the roles of Chairman and Chief  Executive Officer are not exercised by the  same individual. The Chairman presides over AGL’s Board  meetings and Shareholder meetings. Under  AGL’s Board Charter, the Chairman is also  responsible for: The Board established a Nominations  Committee in 2011. The Committee  comprises all AGL’s non-executive  Directors. The Committee has adopted a  formal Charter that is required to be  reviewed at least every two years. A copy  of the Charter is available on AGL’s website. The Committee is responsible for: The Committee met nine times during  the year. Details of Directors’ attendances are set  out on page 44 of this Annual Report. The Board regularly reviews its own  performance.  The Board’s practice has been to alternate  between an internally facilitated review  process and a review facilitated by an  independent third party with expertise  in assessing Board performance. The most recent review, which was  conducted during the year, involved each  Director and several Executives completing  a questionnaire covering: The results of the review were discussed at  a subsequent Board meeting. The Charters for each of the Board  Committees require that each Committee  annually review its own performance. Recommendation 2.2  – The Chair should  be an independent Director Recommendation 2.3  – The roles of Chair  and Chief Executive Officer should not be  exercised by the same individual Recommendation 2.4  – The Board should  establish a nomination committee Recommendation 2.5  – Companies should  disclose the process for evaluating the  performance of the Board, its committees  and individual Directors Evaluation of Board Evaluation of Board Committees > facilitating effective contribution by  all Directors and monitoring Board  performance; > overseeing that membership of the  Board is skilled and appropriate for  AGL’s needs; > promoting constructive relations  between Board members and between  the Board and management; > reviewing corporate governance matters  with the Company Secretary and  reporting on those matters to the Board;  and > overseeing the implementation of  policies and systems for Board  performance review and renewal. > reviewing the skills, knowledge and  experience a Director should have,  having regard to AGL’s operational,  financial and strategic objectives; > reviewing the structure, size and  composition of the Board and Board  Committees; > developing and implementing a process  for evaluating Board, Committee and  individual Director performance; > developing selection criteria for the  appointment of new Directors and  overseeing arrangements for the  effective appointment and induction of  new Directors; > developing succession plans for non- executive Directors to maintain an  appropriate mix of skills, experience,  expertise and diversity on the Board; and > reviewing and approving any continuing  education for Directors. > leading the Board in reviewing and  discussing Board matters; > managing the efficient organisation and  conduct of the Board’s function; > briefing all Directors in relation to issues  arising at Board meetings; > the role of the Board; > the composition of the Board; > the operation of the Board; > group behaviours and protocols; and > Board performance.