Role of The Board
The Board has ultimate responsibility for the strategic direction of Xero and supervising Xero’s management for the benefit of shareholders.
The specific responsibilities of the Board include:
- Working with management to set the strategic direction of Xero.
- Monitoring and working with management to direct the business and the financial performance of Xero.
- Monitoring compliance and risk management.
- Establishing and monitoring the health and safety policies of Xero.
- Establishing and ensuring implementation of succession plans for senior management.
- Ensuring effective disclosure policies and procedures are adopted.
The Board will meet not less than 10 times during the financial year, including sessions to consider the strategic direction of Xero and Xero's business plans. Video and/or phone conferences will also be used as required.
The Board intends to develop a Board code of conduct and a process for measuring Board performance.
Board Committees
The Board has two formally constituted committees of Directors. These Committees, established by the Board, review and analyse policies and strategies, usually developed by management, which are within their terms of reference. The Committees examine proposals and, where appropriate, make recommendations to the full Board. Committees do not take action or make decisions on behalf of the Board unless specifically authorised to do so by the Board.
Audit and Risk Management Committee
The Audit and Risk Management Committee will be responsible for overseeing the risk management (including treasury and financing policies), treasury, insurance, accounting and audit activities of Xero, and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of external auditors, reviewing the consolidated financial statements, and making recommendations on financial and accounting policies.
The members of the Audit and Risk Management Committee are Phil Norman, Graham Shaw, Sam Morgan and Hamish Edwards.
Remuneration Committee
The Remuneration Committee is responsible for overseeing management succession planning, establishing employee incentive schemes, reviewing and approving the compensation arrangements for the executive Directors and senior management, and recommending to the full Board the remuneration of Directors.
The members of the Remuneration Committee are Phil Norman, Graham Shaw and Guy Haddleton.
Documents
| Xero Board Charter | Download PDF |
| Xero Audit and Risk Management Charter | Download PDF |
| Xero Remuneration Committee Charter | Download PDF |
| Xero Insider Trading Policy | Download PDF |
