2.1 Board members

The Board comprises seven independent Non-executive Directors, the biographical information and appointment details of whom are outlined in the Directors' Report on pages 27 to 30. The Board comprises four males and three females.

2.2 Role and responsibilities of the Board

The Board is ultimately responsible for the performance of WSA, including meeting its accountability obligations to the Commonwealth. The role of the Board is to provide strategic guidance for the Company and effective oversight of Management. The key responsibilities of the Board are:

• appointing and reviewing the performance of the CEO, subject to consultation with the Shareholder Ministers;
• ensuring that each year a Corporate Plan is prepared and submitted, and monitoring Management in the implementation of the Corporate Plan and the strategic direction of the Company;
• determining the risk appetite of the Company and monitoring significant business risks and the adequacy, appropriateness and operation of risk management, and associated internal controls and frameworks;
• establishing, reviewing and overseeing a Code of Conduct for Directors, Senior Executives and other employees; and
• monitoring and overseeing compliance with all legal and regulatory requirements, ethical standards and policies.

Further details of the responsibilities of the Board, including matters that are specifically reserved for the Board are set out in the Board Charter.

The Board Charter is reviewed annually, and a copy is available on the WSA website at westernsydney.com.au.

2.3 Delegation and reservation of Powers

To assist the Board in providing strategic guidance, the Board delegates some of its powers to the CEO and Management. These matters are set out in the Company’s Delegation of Authority Policy. This policy clarifies the respective roles and responsibilities of the Board and Senior Management to facilitate accountability and transparency in decision-making processes..

The major matters specifically reserved for the Board are:

• the appointment and removal of the CEO following consultation with the Commonwealth and evaluation of the CEO’s performance;
• the establishment of Board Committees, their membership and delegated powers;
• the appointment, re-appointment or removal of the Company’s external auditors;
• the recommendation of dividends, following consultation with the Shareholder Ministers;
• review and ratification of systems of risk management, accountability, internal compliance and control, and legal compliance to ensure that appropriate compliance frameworks and controls are in place;
• review and oversight of the implementation of a Code of Conduct for Directors, Senior Management and all other employees;
• monitor and oversee compliance with best practice governance requirements;
• oversight of the physical and technological security posture for the Company;
• monitor performance of Senior Management, including its ability to deliver the Company’s milestones; and
• the approval of Financial Statements, the Annual Report and Corporate Plan.

2.4 Performance of the Board

The performance of the Board as a whole, and the Chair of the Board, is assessed annually. In line with GBE requirements, the Chair of the Board provides Shareholder Ministers with written confirmation that this review has occurred and advises of any areas of concern.

In line with Resource Management Guidelines (RMG) 126 requirements an external, independent review of the Board’s performance was completed in June 2019. A report was provided to WSA’s Shareholder Ministers on 25 July 2019.

Induction of Directors and Professional development

On appointment, Directors were provided with an induction program which included meeting with Senior Management, a tour of the Airport site and receipt from the Commonwealth of information pertaining to relevant legislative requirements. Ongoing education and information on relevant topics is provided through presentations and briefings to the Board and Board Committees.

The Company continues to roll out a program of education and training sessions to provide appropriate opportunities for Directors to develop and maintain the professional skills and knowledge needed to effectively perform their role. This training includes regular updates in relation to Directors’ duties, WHS law, environmental and legal developments.

2.5 Board size, independence, composition and appointment

According to the Company’s Constitution, the WSA Board must comprise of a minimum of three and a maximum of seven independent Non-executive Directors.

The Board and Shareholder Ministers will regularly review the composition of the Board to ensure it comprises the optimum number of Directors and that the Directors have an appropriate mix of skills.

Appointment of Directors

Directors are appointed by the Australian Government by way of a formal letter of appointment setting out the key terms and conditions. The maximum term of office of a Director is five years. At the end of this period, the Director will retire but be eligible for re-appointment.

Independence of Directors

At the time of appointment to the Board, each Director’s independence was assessed by the Australian Government. At the time of appointment and through to the date of this statement, the Board considers all Directors to be independent.

Conflicts of interest

All Directors of WSA are required to disclose to the Company any interests or other Directorships held, and to update the information provided in a timely manner.

A Register of Interests is maintained by the Company to manage any potential conflicts of interest and this is tabled at each Board meeting.

Where a Director has a declared material personal interest in a matter, or may have a potential material conflict of interest, the Director will not participate in any discussion or voting when the matter is being considered by the Board or relevant Board Committee.

2.6 Board Skills Matrix

The following table sets out the skills that the WSA Board is seeking in its membership, together with the details of those skills that the Directors contribute to the Board.

Board Skills and Experience

*Western Sydney affiliation refers to the number of Directors who work or have worked or reside in Western Sydney. This includes positions other than with WSA.

The current skills and experience set across the Board are appropriate for the current business phase. As the business evolves the skills and experience requirements of the Board will change, with commercial financing, commercial property, deep airline and airport operational experience becoming an increasing requirement.