1. Introducing The KPMG Directors’ Toolkit and how it will benefit the NFP director 2 August 2014 Board Advisory Services

2. Challenges for the Australian Not-for-Profit Sector

3. 2 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Key challenges for the Australian Not-for-Profit Sector Fundraising for the Future Attracting the right people Regulation and Compliance Relevance and Recognition Obtaining assistance and the right tools

4. 3 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Introducing the Directors’ Toolkit The Directors’ Toolkit is an important tool for today’s NFP boardroom. Designed in an interactive iPad / tablet-friendly format It is an essential resource for today’s NFP director. Updates, new sections and version releases We will with your approval keep your details on our Board Advisory Services database to keep you informed of any updates to the toolkit

5. Better practice in the NFP Board Room

6. 5 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Ticking the boxes Effective NFP boards Taking the boardroom to a ‘better practice’ level

7. 6 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Effective NFP boards Ticking the boxes Governance, strategy, risk and assurance all aligned Taking the boardroom to a ‘better practice’ level

8. 7 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Effective NFP boards Ticking the boxes Governance, strategy, risk and assurance all aligned Better practice in the boardroom effective, strategic governance

9. Structuring an effective board and sub- committees Directors’ Toolkit Chapter 5 & 7

10. 9 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Structuring an effective board Red Flags Board appointments are decided by the chairman with little input from other directors. Directors do not receive a letter setting out the terms and conditions of their appointment. No formal (or insufficient) board induction is provided to new board members. Unreasonable demands are placed on the directors’ time. The board is too large compared to similar organisations. There is a lack of ongoing board succession planning.

11. 10 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. I am responsible for our board instruments, meeting agendas and documentation I have 20 years experience in the business and understand our business cycle I am an independent director with experience in change management My background is in financial services and I provide the board with strong financial literacy Structuring an effective board Effective boards possess varied experience, diversity and have a sound understanding of their roles and responsibilities $

12. 11 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Board Audit & Risk Committee Remuneration Committee Nomination Committee Other special purpose committees Audit / assurance providers Board committees =legally required =Recommended by ASX Corporate Governance Principles =optional (encouraged by better practice guidance)

13. Supporting key executive and director appointments Directors’ Toolkit Chapter 6

14. 13 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Company leadership Questions That Company Directors Should Ask Does the board have complete confidence in the CEO and the senior management team? Does the CEO, through attitude and behaviour, reinforce the appropriate ‘tone at the top’? Has the board developed a CEO and senior management succession plan that is periodically reviewed? Do the CEO’s responsibilities include attracting, developing and retaining high performers in the organisation? Does the board have a transparent process for determining management remuneration?

15. 14 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Company leadership Develop and retain Develop key management, rewarding and encouraging effective management practices Review and improve Perform thorough review processes, utilising independent providers where appropriate Select and empower Conduct a robust selection process, utilising external search firms where necessary

16. Duties and responsibilities of a NFP director Directors’ Toolkit Chapter 1

17. 16 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Directors’ legal duties NFP Company directors have significant legal responsibilities. It is critical that directors understand their duties and keep abreast of any changes to legislation affecting them.

18. 17 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Directors’ capacity There is a need for directors to be able to give sufficient time and effort to their board role.

19. 18 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Financial literacy Financial literacy is a combination of financial knowledge, skills, attitudes and behaviours necessary to make sound financial decisions, based on personal circumstances, to improve financial wellbeing.

20. Oversight of strategy and governance Directors’ Toolkit Chapter 2, 10 & 13

21. 20 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Questions That Company Directors Should Ask Is the composition of the board appropriately diverse for it to perform effectively? Is there an annual agenda, approved by the board, that is linked to the board’s key responsibilities as detailed in the board charter? Is the board clearly setting out the roles and authority of the CEO and directors in writing? Are delegations to management, including the delegations policy, set out in a single document? Is the board monitoring that directors allocate sufficient time to discharge their responsibilities? Governance roles

22. 21 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Insightful strategy Red Flags The board accepts management’s strategy without in-depth probing or questioning. The board does not fully understand the nature and implications of the proposed strategy. The external environment is not fully considered in strategy development. Not all directors attend the meeting where strategy is discussed and approved. Risks inherent in the strategy are not identified or managed. Board meetings are not strategically focused.

23. 22 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Governance roles Constitution Board charter Governance charters Risk appetite Board duties Simple efficient minimum standards Clear accountability for decision- making Corporate mission Outcomes Inputs Enablers Values There are many instruments, roles and responsibilities required for a NFP board to deliver its governance function effectively.

24. 23 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Role in strategy The NFP board plays an important role in setting the vision, purpose and strategies of the organisation.

25. 24 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Insightful strategy Communicate and enact Respond and reassess Plan and develop

26. 25 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Board Roles and Responsibilities Board vs Management

27. Engaging effectively with stakeholders Directors’ Toolkit Chapter 4

28. 27 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Stakeholder engagement Red Flags The NFP maintains no stakeholder mapping, tiering or profiling information. The risk of not engaging stakeholders is not discussed or is often dismissed quickly by some board members. Online coverage of the NFP is mostly negative. Unclear executive and board accountabilities for stakeholder engagement. The NFP is unaware or unprepared for the impact of social media activism.

29. 28 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Stakeholder engagement A good reputation is a prized corporate asset. NFP’s that can mobilise their stakeholder base are able to present a positive public image and reap the rewards that follow.

30. 29 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Stakeholder engagement Review Monitor and respond to risk on an ongoing basis Evaluate performance Report progress through a formal annual report statement Engage Initiate contact with board-level stakeholders Focus on the issues that matter Proactive not reactive Drive mutual relationships and outcomes Plan Profile and map stakeholders Conduct risk assessment and set priorities Set roles and accountabilities Establish monitoring indicators Prepare training where appropriate

31. 30 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Accountability to community When dealing with the community NFP should be: Accountable Transparent Consultative

32. Managing productive meetings Directors’ Toolkit Chapter 8

33. 32 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Productive meetings Document and distribute Distribution of minutes to board members Secure board portals Leverage technology Attend Regular attendance Accurate minuting, in line with Corporations Act 2001 Physical sign-off of previous meeting’s minutes Prepare Annual rolling agenda Easy access Defined roles and responsibilities Timely distribution

34. Risk Management Directors’ Toolkit Chapter 11

35. 34 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Risk management Red Flags Risk management is not connected to corporate strategy. Leadership from the top is lacking. Risk management is positioned as a compliance and backroom exercise. Risk reporting and risk management plans are not challenged at board level. A healthy risk culture is not embedded throughout the organisation.

36. 35 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Lack of internal controls Inefficient record retention Inexperienced staff or volunteers Lack of financing Fraud Risk management Sources of risk

37. 36 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Risk management Strategy & Risk Appetite Defining a risk appetite suitable to your organisation Structuring risk governance, with clear roles and accountabilities Identifying your key risks and facilitating thinking around the likelihood and consequence of materialisation Embedding monitoring systems with actions and timetables Designing a reporting structure to keep the Board informed Setting a culture of risk awareness and good risk management practices

38. Better practice terms of reference, charters and agendas Directors’ Toolkit Chapter 9, 12 & 15-17

39. 38 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Ethical culture Code of ethics Whistle-blower policy Sustainability policy Anti-corruption policy Strong and consistent tone from the top Sharing of bad news encouraged Incentive- based accountability structure Standard behaviour across business lines Guiding policiesGuiding behaviours

40. 39 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Receiving assurance 2 nd LINE – Internal oversight functions Finance, HR, Quality, Risk Management Board, ExComm & Audit Committee 1 st LINE – Business functions Embedded risk and control environment 3 rd LINE – Independent assurance External Audit, Internal Audit, other assurance services 3 LINES OF DEFENCE

41. 40 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Corporate Sustainability The key drivers of the increasing focus on Environmental, Social and Governance are the increasing: power of stakeholders; value of intangibles; and regulation.

42. 41 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Work Health & Safety Organisations have a duty of care to ensure that any person affected by the company’s undertakings remain safe at all times and that their work activities are not prejudicial to health.

43. 42 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Work Health & Safety Best practice framework for Health and Safety governance (Source: ‘Defining best practice in corporate occupational health and safety governance’, Health and Safety Executive, 2006) Best Practice Framework for OHS Governance Director Competence Director Roles and Responsibilities Culture, Standards and Values Strategic Implications Performance Management Internal Controls Organisational Structures

44. 43 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Government

45. Establishing new boards Directors’ Toolkit Chapter 18

46. 45 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Establishing a new board Establishing a new board is a challenging undertaking. Our ‘first 100 days’ model provides a roadmap of the key activities and deliverables needed to establish an effective board within a target timeframe of 100 days. Leadership & strategy Agree priorities Terms of reference Charter and annual agenda Sub-committees Financial compliance Legal and compliance duties Delegations / CEO limits Code of conduct Strategic plan Performance & monitoring Operating model* Policies: ‒ conflicts of interest ‒ regulatory compliance ‒ Privacy ‒ whistleblower & fraud ‒ media/crisis/incident ‒ Recruitment & remuneration ‒ continuous disclosure Target operating model Key appointments CEO / CFO Stakeholder engagement Stakeholder framework Communication policy Internal / shareholders / community / government Shareholder relations Mapping and tiering Engagement plan Consultation model Stakeholder and consumer participation forums Compliance Compliance framework Internal & external auditor appointment Audit & risk committee Consequence and breach policy Reporting & oversight Board performance assessments Accountability & audit Risk profile* Risk management policy Risk workshop Agree and validate critical risks Risk register Risk monitoring and mitigation Risk reporting framework Risk management Informed discussions and decisions, not an endless stream of surprises Proactive, strategic tool, not a reactive function Healthy culture supported by strong policies, not an inconsistent ‘tone at the top’ Active stakeholder consultation, not disengagement from the process Tailored assurance and reporting, not a ‘one size fits all’ approach *Note – in practice, it is common for these phases to run in parallel

47. 46 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Risk management Red Flags There is limited understanding on what is required in the first 100 days The board composition has mainly inexperienced directors No advice is sought from experts or directors who have experience in establishing boards No time has been planned for discussing risks, strategy and corporate governance Accountabilities and delegations are unclear and not documented No board instruments have been presented for endorsement

48. Directors’ Toolkit walkthrough

49. 48 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Introducing the Directors’ Toolkit

50. 49 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit

51. 50 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Easy topic navigation Click on chapter title to take you directly to a topic of interest

52. 51 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Icons to click Easy to use icons to print, search and navigate

53. 52 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Questions to ask? We have provided for key boardroom topics questions to ask to prompt right discussions

54. 53 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Red flags Every chapter includes a list of warning signs of potential issues of concern for company directors

55. 54 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Case studies to inform The toolkit provides recent case studies on insider trading convictions, HIH insurance, James Hardie and Centro

56. 55 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Navigating the Directors’ Toolkit Example better practice templates to leverage Templates We have include Board committee charters 2012 Annual assuran ce plan 2012 Annual assuran ce plan 2012 Annual assuran ce plan 2012 Annual assuran ce plan Group Risk Policy Policy Risk mapping Board risk reporting Board and board committee minutes / documentation Risk treatment plans Forward looking meeting agendas Audit and Board Committee annual agendas

57. 56 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Toolkit content

58. 57 © 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and "cutting through complexity" are registered trademarks or trademarks of KPMG International. Liability limited by a scheme approved under Professional Standards Legislation. Key contacts Sally Freeman Risk Consulting National Partner-In-Charge Carmel Mortell Board Advisory Services Partner Kylie Maher Board Advisory Services Director KPMG National Board Advisory Service The Directors’ Toolkit is an important tool for today’s boardroom. Designed in an iPad-friendly format, it is an essential resource for today’s director.