Company
The Guild Group Boards
Board Composition
The GIFS Group has 10 wholly owned subsidiaries and a majority interest in another subsidiary, each of which has its own Board of Directors. Five of the entities (Guild Group Holdings Limited, Guild Financial Services Limited, Guild Capital Asset Management Limited, Guild Group Investments Limited, and National Pharmacy Building Pty. Limited) have an identical Board structure, whilst the remaining entities (Guild Insurance Limited, Guild Legal Limited, Guild Trustee Service Pty Limited (formerly Investment Nominees of Australia Pty. Limited), SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited) have differing Board structures, in response to their specific regulatory, licensing or strategic needs.
The structure and composition of the GIFS Boards are:
| Guild Group Holdings Limited Guild Financial Services Limited Guild Capital Asset Management Limited Guild Group Investments Limited National Pharmacy Building Pty Limited |
|
| Harold D. Zafer | Chairman of the Board and non-Executive Director |
| Silas B. Banks | Deputy Chairman of the Board and non-Executive Director |
| Brian G. Benger | Managing Director |
| John M. Barrington | Independent & non-Executive Director |
| Stephen Somogyi | Independent & non-Executive Director |
| Robert G. Watts | Independent & non-Executive Director |
| Alice J. Williams | Independent & non-Executive Director |
| Guild Insurance Limited | |
| Robert G. Watts | Chairman of the Board, and Independent & non-Executive Director |
| Silas B. Banks | Non-Independent & non-Executive Director |
| Brian G. Benger | Managing Director |
| John M. Barrington | Independent & non-Executive Director |
| Stephen Somogyi | Independent & non-Executive Director |
| Alice J. Williams | Independent & non-Executive Director |
| Harold D. Zafer | Non-Independent & non-Executive Director |
| Guild Legal Limited | |
| Brian G. Benger | Chairman of the Board, Managing Director of the Guild Group |
| Paul R. Baker | Principal Solicitor-Director |
| Bruce L. Bailey | Managing Director, Saccasan Bailey Pty. Limited Director, Saccasan Bailey Financial Services Pty. Limited |
| Marianne Nicolle | Solicitor-Director |
| David Short | Solicitor-Director |
| Guild Trustee Services Pty Limited (formerly Investment Nominees of Australia Pty Limited) | |
| Harold D. Zafer | Chairman of the Board and non-Executive Director |
| John M. Barrington | Independent & non-Executive Director |
| John C. Dowling | Non-Independent & non-Executive Director |
| Victor W. Laurence | Independent & non-Executive Director |
| Alice J. Williams | Independent & non-Executive Director |
| George Venardos | Independent & non-Executive Director |
| Peter J. Simpson | Managing Director |
| Guild Accountants Pty Limited | |
| Brian G. Benger | Chairman of the Board and Managing Director Guild Group |
| Bruce L. Bailey | Managing Director |
| Paul R. Baker | Director, and Principal Solicitor Director Guild Legal Limited |
| Robyn R. Robertson | Director |
| Peter J. Saccasan | Director |
| Peter J. Simpson | Director |
| Saccasan Bailey Financial Services Pty. Limited. | |
| Brian G. Benger | Chairman of the Board and Managing Director Guild Group |
| Bruce L. Bailey | Executive Director |
| Paul R. Baker | Director, and Principal Solicitor Director Guild Legal Limited |
| Robyn R. Robertson | Director |
| Peter J. Saccasan | Director |
| Peter J. Simpson | Director |
Within this context, the following definition of 'independence' is utilised:
- a non-executive director (i.e. is not a member of management) and:
- a director who:
- is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company
- within the last three years has not been employed in an executive capacity by the company or another group member, or been a director after ceasing to hold any such employment
- within the last three years has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided
- is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer
- has no material contractual relationship with the company or another group member other than as a director of the company
- has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company
- is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.
All Directors to the holding company Board and those of the principal subsidiaries are appointed by the Group's ultimate holding entity, The Pharmacy Guild of Australia. Appointments are not for fixed terms.
Directors' Profiles |
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A brief summary of the qualifications and experience of the current Directors follows:
Harry Denis Zafer (Non-Executive Chairman)
PhC, MPS, MRSH, AFAIPM, FAICD, MR Pharms
Practising pharmacist for over 40 years, President of the Western Australian Branch and National Councillor of The Pharmacy Guild of Australia. Mr. Zafer is Chairman of the Boards of Guild Insurance & Financial Services Holdings Limited, Guild Financial Services Limited, Guild Capital Asset Management Limited, Guild Group Investments Limited, Investment Nominees of Australia Pty. Limited, and National Pharmacy Building Pty. Ltd. He is also a Member of the Guild Group and GFSL Audit & Compliance Committees, the GIL Audit & Risk Management Committee, the GuildGrape and GCAM Compliance Committees, and the Guild Retirement Fund Administration & Insurance Committee, and Chair of the Remuneration & Nominations Committee.
Silas Bell Banks (Non-Executive Director & Deputy Chairman)
PhC, FAICD
Practising pharmacist for 40 years; President of NSW Branch and National Councillor of The Pharmacy Guild of Australia. Mr. Banks is a Member of the GIL Reinsurance Committee and the Remuneration & Nominations Committee.
Paul R. Baker LLB (Principal Solicitor Director - Guild Legal Limited, Director - SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited)
Practising lawyer of almost 20 years in the areas of insurance, commercial and administrative law. Former senior litigation partner of Ebsworth & Ebsworth, lawyers and former legal member of Consumer Medicines Information Commonwealth Task Force and South Eastern Sydney Area Health Service. Mr. Baker was appointed to the Boards of SBP in December 2006.
Bruce L. Bailey (Managing Director - SBP Advice Pty. Ltd, Director - SBP Financial Services Pty. Limited and Guild Legal Limited)
Practising Chartered Accountant, registered tax agent, and company auditor. He was a partner in Saccasan Bailey Partners prior to the acquisition of the partnership and its accounting, tax and audit businesses by Guild Group in December 2006, and continues to head those practices having assumed the role of executive Director for the incorporated practice entities. .
John Michael Barrington (non-Executive Director)
LLB.B.Com (Melb) FAICD
A member of the law firm Purcell Lawyers, with over 30 years in practice specialising in insurance law, Superannuation, Banking and Finance. Formerly Chief Executive of CUNA Mutual Ltd and Mutual community Limited. Chairman of Albert Court retirement hostel Edgecliff Sydney. Mr. Barrington is a Member of the Guild Group, GIL and GFSL Investment Committees, the GIL Reinsurance Committee, the GuildGrape and GCAM Compliance Committees, and the Guild Retirement Fund Administration & Insurance Committee..
Brian Garfield Benger (Guild Group Managing Director and Chairman - Guild Legal Limited, SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited)
B.Ec (Hons) (Adel)
Extensive experience with Ford Australia and National Mutual (now AXA). Wide variety of senior line management roles with National Mutual and GIO Australia.
Norman Lindsay Blackman (Non-Executive Director)
B. VetSci (Melb), Dip Tech, FAICD
A consultant veterinarian with a background in the public service. Past-President and former Board Member of the Australian Veterinary Association. Dr. Blackman is a Member and Alternate Chair of the GIL Audit & Compliance Committee, and a Member of the Remuneration & Nominations Committee and the GuildGrape and GCAM Compliance Committees.
Ronald William Champion (Non-Executive Director)
FFA, FIAA, FAICD
An actuary with over 40 years experience particularly in the financial services industry. Mr. Champion is Chair of the Guild Insurance Audit & Compliance Committee and the Guild Retirement Fund (GFSL) Administration & Insurance Committee, as well as a Member of the Guild Group, GIL and GFSL Investment Committees and the GuildGrape and GCAM Compliance Committees.
John Christopher Dowling (Non-Executive Director)
B.Pharm MPS FACPP FAICD CPA
Practising pharmacist for 20 years, who is also a Certified Practising Accountant and has qualified and practised as a Financial Planner. President of the Tasmanian Branch and National Vice President of The Pharmacy Guild of Australia, and also Chairman of the PGA's Health Economics Committee. Mr. Dowling was appointed to the GIFS Boards on 1st February 2006. He is a Member of the Guild Group, GIL and GFSL Investment Committees.
Robert John Charles Foster (Non-Executive Director)
B Pharm, PhC.DC, MAICD, MPS
Practising pharmacist for 34 years; Vice President of the Victorian Branch and National Councillor of The Pharmacy Guild of Australia; Director Pharmacy Computers Australia. Mr. Foster is a Member of the Guild Group Audit & Compliance Committee and the GFSL Audit & Risk Management Committee.
Victor W. Laurence (non-executive Director, Investment Nominees of Australia Pty. Limited)
Mr. Laurence is a Director of Investment Nominees of Australia Pty. Limited, and held the position of Chairman to that Board prior to the acquisition of INOA by Guild Group in August 2006. He has a long history of service to the Australian child-care sector, both as a child-care centre owner and at an association level. He is also a former registered real estate agent.
Marianne Nicolle (Solicitor Director- Guild Legal Limited)
Practising lawyer for almost 12 years with a further 6 years experience as a legal researcher and court advocate. Former Health Law partner of Ebsworth & Ebsworth lawyers Sydney. Former legal member of the Eye Institute ethics committee and alternate legal member of the St Vincent's Private Hospital ethics committee.
Robyn L. Robertson (Director - SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited)
A qualified accountant with over 20 years experience in the insurance and financial services industry. She holds the position of Chief Financial Officer to the Guild Group. Prior to joining the Guild Group in 1983, she held a variety of positions in the accounting profession.
Peter J. Saccasan (Director - SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited)
Practising Chartered Accountant, registered tax agent, and company auditor. He was a partner in Saccasan Bailey Partners prior to the acquisition of the partnership and its accounting, tax and audit businesses by Guild Group in December 2006, and continues to head those practices having assumed the role of executive Director for the incorporated practice entities.
David Short (Solicitor Director - Guild Legal Limited)
LLB (Hons) BEc.
Practising lawyer for over 15 years with a further 4 years' pre admission experience. Former Insurance Law partner of Ebsworth & Ebsworth, lawyers, Sydney. Former Senior Claims Specialist and General Counsel, Sydney, for Chubb Insurance Company of Australia Limited.
Peter James Simpson (Managing Director - Investment Nominees of Australia Pty. Limited, Director - SBP Advice Pty. Ltd. and SBP Financial Services Pty. Limited)
B.A (Monash) DFP CFP FAICD
General Manager of Guild Financial Services Limited since 2000 following senior management roles and Directorships with National Mutual Group covering distribution, product development, marketing and client service for investment and superannuation products. Former Board member Australian Retirement Incomes Streams Association. Prior to National Mutual he held senior HR roles with Ford (Australia). Mr. Simpson was appointed to the INOA Board in August 2006 and the SBP Boards in December 2006 .
John Edward Taylor (Non-Executive Director)
FPNA, FTIA, FAICD, AIMM
Director Finance of The Pharmacy Guild of Australia. Mr. Taylor is Chair of the Guild Group Audit & Compliance Committee of the Board, and of the Guild Financial Services Audit & Risk Management Committee.
Robert Graham Watts (Non-Executive Director & Chairman, Guild Insurance Limited)
MBA, FCA, CPA
Mr. Watts joined the Board of GIFS in September 2006, having retired from Swiss Reinsurance Company and CEO/MD roles in both Australia and South East Asia. He assumed the role of Chairman of Guild Insurance Limited in March 2007. Mr. Watts is Chair of the GIL Reinsurance Committee and a Member of the GIL Audit & Compliance Committee, and the Guild Group, GIL and GFSL Investment Committees.
Alice Joan Williams (Non-Executive Director)
B. Comm, FCPA, FAICD, CFA, ISFA
Ms. Williams is joining the Board of GIFS in September 2006, following twenty years of senior management and Board level experience in investment banking, corporate and government sectors. She is a Director of Airservices Australia and State Trustees Limited, a Commissioner to the Victorian Competition & Efficiency Commission, and a Council Member of Cancer Council of Victoria. Ms. Williams is a Member of the Guild Group and GIL Audit & Compliance Committees, the GFSL Audit & Risk Management Committee, and Chair of the Guild Group, GIL and GFSL Investment Committees.
Board Governance |
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The Guild Group and its Boards have a strong record of achieving best practice corporate governance principles, notwithstanding that as a Group which is predominately made up of non-listed public companies and which includes two private companies they are not in many instances legally required to do so. Guild Insurance Limited (GIL) and Guild Financial Services Limited (GFSL), being APRA regulated entities, are by means of this regulatory regime required to meet in many regards the requirements of the ASX Corporate Governance Council ("Principles of Good Corporate Governance and Best Practice Recommendations"), and the Group as a matter of benchmarking and good governance generally seeks to ascribe to these higher governance standards in the interests of consistency throughout the Group.
The Guild Group Boards and Directors share the Group's dedication to customer service, continuous improvement, the Group's business model and the 'Guild Way', and particularly its commitment to strong, long term partnerships and business relationships and a values-driven approach to business and customer service. The Board also has a strong commitment to performance monitoring and assessment, both of the Board and of individual Directors, and has extensively revised its processes and focus in this regard.
Just as the Guild Group has the vision of being, simply, a 'truly great company' the Guild Group Boards and the Directors have a vision of being a 'truly great board' and therefore a fitting partner to the highly valued and committed personnel of the Guild Group. The passion of the Guild Group personnel towards the 'Guild Way' and enthusiastic growth is shared by the Directors.
The Guild Group Boards, either on a group or individual basis, have a Directors' Charter, which covers matters such as the composition of the Board, selection and appointment of Directors, fit and proper requirements, conflicts of interest, and training and development. In addition, and as required by regulatory or licensing requirements, the following policies/plans have been adopted:
| Fit & Proper Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Risk Management Strategy and Plan | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Reinsurance Management Strategy | APRA Prudential Standard requirement | GIL |
| Capital Requirements Policy/Capital Management Policy | APRA Prudential Standard requirement | GIL, GFSL, GTS and the GIFS Group |
| Financial Resources Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Human Resources Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Outsourcing Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Technical Resources Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Investments Policy | APRA Prudential Standard requirement | GIL, GFSL & GTS |
| Business Plan | APRA Prudential Standard requirement | All Guild Group entities |
| Strategic Management Plan | APRA Prudential Standard requirement | All Guild Group entities |
| Business Continuity Plan | APRA Prudential Standard requirement | All Guild Group entities |
| Disaster Recovery Plan | APRA Prudential Standard requirement | All Guild Group entities |
The Boards determine their schedule of Board Meetings in advance of each calendar year, and the principal Boards currently meet 7 times per annum but retain the ability to meet between these scheduled meetings should and as the need to do so arises. The Board has in recent years instigated the practice of meeting independently of Guild Group management and outside Board Meetings, and has used such meetings for inter alia Board development and strategic planning discussions. Extensive Board papers are circulated to all Directors prior to these Meetings, and also in the months in which Board Meetings are not scheduled. These papers report on and include the monthly and year to date financial, operational and strategic performance of all Guild Group entities compared with budget. The Directors retain a standing ability to seek further or specific information on any issue or matter.
The practice of the Guild Group is that the Chairman and the Managing Director be separate persons.
The Boards have a policy and practice of enabling Directors (as both Board and Committee Members) to seek independent professional advice for Board or Committee related matters at the Guild Group's expense, subject to this use and the estimated costs being approved in advance by the Chairman.
The following Board Committees have been established to assist in the execution of the Boards' responsibilities. Membership of the Committees is confined to Directors: though various and appropriate members of the Guild Group Leadership Team and professional advisors have a standing right to attend and speak to Committee Meetings.
- Guild Group and GIL Audit & Compliance Committees, GFSL Audit & Risk Management Committee
- Guild Group, GIL and GFSL Investments Committee
- GIL Reinsurance Committee
- Guild Group Remuneration & Nominations Committee
- GFSL/GRF Administration & Insurance Committee
- GFSL & GCAM Compliance Committees