Board
charter

1. General

This Charter sets out the functions and responsibilities of the Board with respect to Iress Limited and its subsidiaries (the Company). The Charter is intended to supplement the description of the Board’s responsibilities as set forth in the Constitution. If there is any conflict, the Constitution will prevail.

2. Board Responsibilities

The Board is accountable to the shareholders for the performance of the Company and has ultimate responsibility for approving strategy and settings policy regarding the business and affairs of the Company.

Subject to that overarching accountability, the following sections detail key areas of Board responsibility.

2.1 Purpose and Culture

The Board is responsible for:

a) approving a statement of values for the Company and overseeing management in its efforts to instill those values; and

b) monitoring and promoting sound business and corporate values, and reinforcing a culture across the Company of acting lawfully, ethically and responsibly in accordance with the Company’s values.

2.2 Strategy

The Board is responsible for:

a) reviewing and approving, at least annually and otherwise in accordance with legislative requirements, the Company’s corporate strategies, annual budgets and financial plans, as developed by management;

b) approving significant corporate strategic initiatives and the acquisition, establishment, disposal or cessation of any significant business of the Company;

c) monitoring, evaluating and improving management’s performance in achieving the Company’s strategies, budgets and financial plans;

d) satisfying itself that an appropriate framework exists for the timely reporting by management to the Board of relevant information pertaining to strategy and risk; and

e) challenging management and holding it to account.

2.3 Managing Director and leadership team

The Board is responsible for:

a) appointing and, should it be necessary, terminating the employment of the Managing Director;

b) periodically evaluating the performance of the Managing Director;

c) in consultation with the People & Performance Committee and on the recommendation of the Managing Director:

(i) approving the appointment or the cessation of the employment of any member of the Company’s leadership team;

(ii) periodically evaluating the performance of the Company’s leadership team; and

(iii)ensuring that appropriate executive succession planning is conducted for the Managing Director and for the leadership team.

2.4 Remuneration and performance

The Board is responsible for:

a) approving the Company’s overall remuneration strategies, policies and practices, taking into account advice, reports and recommendations from the People & Performance Committee;

b) determining the remuneration of Directors (including superannuation) within the limits approved by the shareholders;

c) determining remuneration and incentive policies and packages for the Managing Director, and the remuneration and incentives paid under these policies, based on the performance of the Managing Director;

d) reviewing and approving the Remuneration Report to shareholders each year;

e) satisfying itself that the Company’s remuneration policies are aligned with the Company's purpose, values, strategic objectives and risk appetite; and

f) approving any new equity plans for the Company.

2.5 Financial and risk management

The Board is responsible for:

a) approving the annual financial statements, the half-year financial statements, the Directors’ report and significant related disclosures;

b) overseeing the Company’s financial position, including the quantum, nature, and term of its debt facilities and its ability to meet its debts as and when they fall due; and

c) in consultation with the Audit & Risk Committee:

(i) overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit; and

(ii) satisfying itself that the Company has in place an appropriate risk management framework (for both financial and non-financial risks) and setting the risk appetite within which the Board expects management to operate.

2.6 Governance compliance

The Board is responsible for:

a) monitoring the effectiveness of the Company’s governance practices;

b) overseeing shareholder reporting and communications;

c) overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and

d) enhancing and protecting the reputation of the Company.

2.7 Diversity and Inclusion

The Board, in conjunction with the People & Performance Committee, is responsible for:

a) monitoring diversity and inclusion across the Company, including by conducting annual reviews of the Board’s progress against objectives in the composition of a diverse and inclusive Board, leadership team and workforce generally, and

b) setting the Company’s diversity and inclusiveness strategy and establishing measurable objectives related to gender diversity and overseeing and reporting progress against achievement of those measurable objectives.

2.8 Nomination of Directors

The Board is responsible for:

a) appointing and, as required, replacing the Chair of the Board or the Chair of any committee;

b) considering whether the Board has the effective composition (skills, experience, expertise and diversity), size and commitment to adequately discharge its responsibilities and duties;

c) considering and making determinations regarding the appointment, re-election and retirement of Directors;

d) considering potential candidates for appointment as new Directors to the Board;

e) setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

f) selecting new Directors for appointment to the Board following completion of a selection process agreed by the Board;

g) arranging professional development or training for Directors as required to ensure the Board collectively has the skills, knowledge and expertise to deal with new and emerging business and governance issues;

h) ensuring that there is an appropriate induction program in place for new Directors;

i) developing a process for evaluating the performance of the Board, its committees and Directors;

j) developing a succession plan for the Board and regularly reviewing the plan; and

k) if applicable, engaging an independent professional consultant to identify suitable candidates in a Director recruitment search process.

For timely implementation, the matters in 2.8(b) to 2.8(k) will generally be led by the Chair of the Board. However, a separate chair should be appointed if and when the Board is dealing with the appointment of a successor to the Chair.

2.9 Responsibility of Chair

The Chair of the Board is responsible for:

a) leading the Board;

b) facilitating the effective contribution of all Directors;

c) promoting constructive and respectful relations between Directors and between the Board and management; and

d) settling Board agendas and ensuring that adequate time is available for discussion of all agenda items, with emphasis on strategic issues.

3. Composition & Administration

3.1 Composition

The Company’s Constitution contains rules which, among other provisions, govern the number of Directors, the election and retirement of Directors, remuneration, powers and proceedings of Directors.

It is Board policy that:

a) a majority of the Directors be independent, non-executive Directors;

b) the roles of Chair and Managing Director shall be separate;

c) there shall be a Lead Independent Director in the event the Chair at any time is a non-independent Director (the role and responsibility of which should be determined as applicable); and

d) non-executive Directors should not serve for a period exceeding 12 years, and the Chair should not serve in that role for more than 10 years.

In accordance with the Company’s Constitution, all Directors other than the Managing Director are required to seek re-election at least once every three years on a rotating basis.

A Director is required to continually evaluate the number of boards on which he or she serves, together with any other position to which a significant time commitment is attached, to ensure that the Director can give each role the time and attention required to fulfil his or her duties and responsibilities. Directors are required to seek approval from the Chair prior to accepting an invitation to become a director of any corporation or other position with significant time commitments.

3.2 Holding meetings

Subject to the following paragraph, the Board will meet regularly, at the times determined by the Chair, anticipating seven scheduled meetings per year.

In accordance with article 12.2 of the Company's Constitution, a Director may convene a meeting of the Board at any time.

3.3 Board papers

The Company Secretary will distribute in advance of a meeting of the Board an agenda, settled in consultation with the Managing Director and Chair, and any related papers to each member of the Board.

It is the Company’s practice for Board papers to be distributed via a secure electronic Board portal, the contents of which is maintained by the Company Secretary.

At the discretion of the Chair, additional papers may be tabled for discussion at the meeting.

3.4 Minutes

The Company Secretary will prepare minutes of meetings of the Board and have them approved by the Chair.

Minutes of meetings will be confirmed at the next meeting of the Board.

Minutes of committee meetings will be included in the papers for the next meeting of the Board following the date of the committee meeting.

Minutes of the meetings of the Board and committees must be entered into the minute book within one month after the relevant meeting and signed within a reasonable time after the meeting by the Chair of that meeting, or a succeeding meeting.

4. Board access to information and independent advice

All Directors have appropriate access to all employees of the Company and, subject to the law, access to all company records and information held by employees and external advisers. The Board is entitled to receive regular detailed financial and operational reports from management upon request.

Any Director can seek independent professional advice at the Company’s expense in the furtherance of his or her duties, subject to prior discussion with the Chair. If this occurs, the Chair must notify the other Directors of the approach, with any resulting advice received to be generally circulated to all Directors.

5. Independence of directors

In considering whether a Director is independent, the Board will have regard to the ASX Corporate Governance Principles and Recommendations.

Subject to the paragraph above, a Director is considered independent by Iress if the Director is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally.

The Board will regularly assess the independence of each Director in light of the interests disclosed by them. Each independent Director must provide the Board with all relevant information for this purpose. The outcome of this assessment will be reflected in the Corporate Governance Statement section of the annual report.

6. Delegation to management

The Board delegates management of the Company’s resources to the leadership team under the guidance of the Managing Director. Any powers not specifically reserved for the Board have been delegated to the leadership team.

7. Board committees

The Board is responsible for establishing and determining the powers and functions of its Board committees.

The Board has established two standing committees, the Audit & Risk Committee and the People & Performance Committee, and has adopted Charters describing the functions and responsibilities of each.

8. Continuous disclosure, shareholder communication & engagement

The Board has a disclosure procedure in place to ensure that information reported to the ASX is in accordance with the continuous disclosure requirements of its Listing Rules. The Board monitors the Company’s compliance with continuous disclosure obligations. The Company Secretary is responsible for coordinating disclosure of information to the ASX, the Australian Securities and Investments Commission and shareholders.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and discussion of the Company’s strategy and goals. The Company invites the external auditor to attend the Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

9. Review of charters

The Board Charter shall be reviewed annually by the Board to keep it up to date and consistent with the Board’s authority, objectives and responsibilities.

On an annual basis, the Board will also review the Charters of the People & Performance Committee and the Audit & Risk Committee, in an effort to ensure that these Charters are kept up to date, and consistent with the relevant Committees’ authorities, objectives and responsibilities. The Board will settle all amendments to each of the Committees’ Charters, having regard to advice and recommendations from the Committee whose Charter is being amended.