Governance and Risk Committee

Purpose

The Governance Committee ensures effective governance practices, compliance with relevant laws and the Constitution, and the overall integrity of WIL Australia's mission and values, including assessment of risk, and the company’s risk appetite in collaboration with Board and other committees. The Committee assists and advises the Board on governance, compliance, constitutional matters, and organisational integrity.

Functions

1. Governance Oversight

• Review governance arrangements to ensure legal and regulatory compliance
• Ensure governance structure aligns with best practices
• Recommend updates to bylaws and governance policies

2. Constitutional Compliance

• Monitor compliance with the Constitution
• Advise on constitutional amendments
• Ensure alignment between Board and Chapter governance

3. Board Development

• Identify Director skills gaps
• Maintain Board skills matrix
• Develop orientation programs for new Directors
• Oversee succession planning

4. Ethics and Conduct

• Maintain code of conduct for Directors and stakeholders
• Oversee conflict of interest policies and register
• Address breaches through appropriate channels

5. Policy Oversight

• Maintain policy review schedule
• Oversee development and approval of organisational policies
• Assess governance implications of strategic initiatives

6. Governance and Risk

• Assess and manage governance, legal and ethical risks
• Develop contingency plans for governance challenges
• Help the Board assess and manage risks to operations and strategic goals
• Refer finance-related risks to the Finance and Audit Committee
• Consulting with other committees on governance implications for their activities
• Develop contingency plans for governance issues
• Data, privacy and confidentiality issues 
• Review Risk Appetite Register annually capturing practice across all committees

7. IT and Cyber Security

• Oversee effectiveness and security of IT systems
• Advise Board on digital infrastructure risks and opportunities

Membership

• Not less than three members, appointed by the Board
• At least one member must be a Board Director (Constitution Rule 36.4)
• Members may be drawn from the Board and/or Chapter Committees
• Chair appointed by the Board
• Company Secretary attends in advisory capacity

Meetings

• Minimum 4 times per year
• In-person and/or virtually

Reporting

• Written report to each Board meeting
• Annual governance report to the Board

Review

These Terms of Reference will be reviewed annually.

Authority

Established under Constitution Rule 36.1. The Committee exercises delegated powers subject to the control and regulation of the Board (Rule 36.2).