Governance framework

16. An RSE licensee must at all times have a governance framework that sets out how the Board oversees and exercises its authority in relation to the business operations of the RSE licensee and which encompasses the totality of systems, structures, policies, processes and people within an RSE licensee’s business operations.[8]

17. The Board is ultimately responsible for the establishment, implementation and oversight of the governance framework.

18. An RSE licensee’s governance framework must, at a minimum, include:

(a) a formal charter that sets out the roles, responsibilities and objectives of the Board;

(b) the Board’s policy in relation to voting rights and procedures for the decisions of the Board;

(c) the Board’s policies on:

(i) the size and composition of the Board and any Board committees[9];

(ii) Board renewal;

(iii) the nomination, appointment and removal of directors, including defined director terms in office and maximum tenure periods[10];

(d) the RSE licensee’s policies and processes:

(i) to manage risks relating to fitness and propriety of responsible persons[11]; and

(ii) relating to the management of conflicts[12]; and

(e) a review process to ensure that the governance framework remains effective.