ANNUAL REPORT 2004–05 - V/Line

CORPORATE GOVERNANCE (CONTINUED)COLIN NICOLMr Nicol is a charted accountant who is a founding partnerof McGrath Nicol and Partners, before which he wasnational managing partner of KPMG's Corporate Recoverypractice. Mr Nicol was one of two receivers and managersappointed following the withdrawal of National ExpressGroup from its Victorian transport franchises. He hasextensive experience in the financial advisory, corporaterestructure and insolvency fields.CATHERINE SCOTTMs Scott is an experienced board member and has heldsenior executive positions in the investment banking andairline industries. In addition to finance expertise, she bringsa thorough understanding of infrastructure projects andregional development. Ms Scott is the deputy Chair of theGoulburn Broken Catchment Management Authority(GBCMA) and also serves on the boards of Goulburn ValleyWater (GVW) and VicForests. She chairs the audit and riskmanagement committees of GBCMA and Vicforests.ANDREW NEALMr Neal was managing director and a member of the boardsof V/Line Passenger Corporation and V/Line Passenger PtyLtd from January 2003. Before joining V/Line, Mr Neal wasmanaging director of Australian National in the mid-1990sand chief executive of the Victorian Public TransportCorporation. He resigned in April 2005.BOARD MEETINGSThe board of V/Line Passenger Corporation meets as requiredand the board of V/Line Passenger Pty Ltd holds scheduledmonthly meetings and additional meetings as required.ACCESS TO INFORMATIONDirectors are entitled to full access to information required todischarge their responsibilities. Directors may obtainindependent professional advice on matters arising in thecourse of board duties. They also have access to seniormanagers and, on request, to documents held by theorganisation.INDEMNIFICATION OF OFFICERSV/Line Passenger Pty Ltd, V/Line Passenger Corporationand Victorian Rail Heritage Operations Pty Ltd have enteredinto deeds of indemnity and access with each director andthe secretary, Mr David Chapman-Kelly. These deeds providefor indemnification against liabilities arising from the conductof the business or from the discharge of directors' duties(other than any liability relating to a wilful breach of duty ortrust) and the maintenance of directors' and officers'insurance.BOARD COMMITTEESMatters relating to remuneration and audit are considered bythe board of V/Line Passenger Pty Ltd as part of regularmeetings of committees of the board held during the year.The board has a Remuneration and People Committeechaired by Dr Meredith Doig, and a Finance, Audit and RiskCommittee chaired by Mr Colin Nicol. In line with theincreasing complexity of safety and security issues, theboard established a new Safety, Security and EnvironmentCommittee chaired by Mr Frank Tait.MINISTERIAL DIRECTIONSV/Line Passenger Corporation received no Ministerialdirections for the period ending 30 June 2005.BOARD MEETINGS OF V/LINE PASSENGER CORPORATIONDIRECTOR ELIGIBLE NUMBERTO ATTEND ATTENDEDFrank Tait (Chair) 2 2Meredith Doig (Deputy Chair) 2 2Colin Nicol 2 2Catherine Scott 2 2Andrew Neal 1 1BOARD MEETINGS OF V/LINE PASSENGER PTY LTDDIRECTOR ELIGIBLE NUMBERTO ATTEND ATTENDEDFrank Tait (Chair) 14 13Meredith Doig (Deputy Chair) 14 14Colin Nicol 14 12Catherine Scott 14 13Andrew Neal 11 9V/LINE ANNUAL REPORT 2004–05|39