During the year the Board created a Nominations Committee to conduct the recruitment of a Managing Director. Four meetings were convened, culminating in short-listed candidates for interview by the Board. The committee was disbanded upon the successful appointment of the Managing Director.

Audit Committee

The members of the Audit Committee, all being non-executive members of the Board, at 30 June 2021 were Linda Heron (Chair), Glenn Kirk and Marty Smith.

Two of the members are appointed to the committee for the term of their Ministerial Board appointment and provide core business, retail and governance skills. The third member is appointed from our military representatives with expertise in Defence related management.

All members have completed the Australian Institute of Company Directors (AICD) course and have strong financial and risk management expertise. Detailed background information is provided at the beginning of this chapter under The Board of Management.

The Chair of our Board does not sit on this committee.

The committee operates under the charter approved by the Board. The charter was reviewed and
re-adopted during the financial year. The charter is available on our website: https://www.aafcans.gov.au/reporting/

In accordance with the Public Governance, Performance and Accountability Act 2013 (PGPA Act) and s17 of the PGPA Rule 2014, the committee reports to the Board on the oversight and review of:

• internal controls
• financial statements
• performance reporting
• risk management and systems

In fulfilling its responsibilities the committee maintains open lines of communication and receives regular reports from internal and external auditors.

The external auditor is the Auditor General as prescribed by the Public Governance, Performance and Accountability Act 2013.

People and Culture Committee

The members of the People and Culture Committee, all being non‑executive members of the Board, at 30 June 2021 were Glenn Kirk (Chair), Linda Heron and Leonie Taylor.

The committee operates under a charter approved by the Board. The charter was reviewed and
re-issued during the financial year.

Under direction from the committee, AAFCANS conducts a baseline survey of employee satisfaction biennially, with actions resulting from that survey being allocated to our people and culture department for implementation.

The committee assists the Board in fulfilling its responsibilities for maintaining sound managerial control over all employment and industrial activities within the organisation, reviewing all significant people and culture practices and reporting of the organisation. The committee provides feedback on the salary packages of the senior executives.

The committee, after consultation with the Chair, also reviews and makes recommendations on the performance and remuneration of the Managing Director.

Governance and Risk Committee

The members of the Governance and Risk Committee, all being directors, at 30 June 2021 were Leonie Taylor (Chair), Glenn Kirk, Linda Heron and Tim Manic.

The committee operates under a charter approved by the Board. The committee reviewed and
re-adopted the Board charter and the Governance and Risk Committee charter during the financial year.

The committee assists the Board in maintaining sound corporate governance and managing risk over all activities within the organisation. The committee specifically uses the ASX Corporate Governance Principles and Recommendations as the foundation of its governance program.

The charter and the employee code of conduct require all directors and employees to act with the utmost integrity and objectivity in their dealings with each other, competitors, customers, suppliers, the organisation and the community. Expectations on issues such as avoiding conflicts of interest, compliance with all laws, compliance with all policies and procedures, stewardship of assets and confidentiality of information are detailed therein.

Risk Management

As a standing agenda item at each Governance and Risk Committee meeting, the members review operational, financial, stakeholder, legal, cultural and other strategic risk factors. The risk register is amended as appropriate. AAFCANS’ full risk management framework was reviewed for completeness during the year.

The Audit Committee reviews financial, compliance and performance risks as required but at least annually prior to recommending the adoption of the financial statements by the Board.

The Board discusses new strategic and operational risk factors at each meeting and reviews AAFCANS’ top risks.

Food safety and work health and safety (WHS) are integral parts of the AAFCANS service. Oversight of these functions are managed by the People and Culture Committee. Our internal auditor, an internal appointment, conducts random audits for compliance under these two programs. In addition, AAFCANS has contracted an external entity to audit a small number of outlets, ensuring the internal audit program is effective and meets audit and safety standards. Outlets are also audited randomly for WHS and food safety by Army and Air Force accredited officials.

The Board insures for a wide range of commercial risks including general liability, business interruption, directors’ and officers’ liability, travel and property loss, destruction or damage.