Constitution, Board Charter, Board Committees, Directors' Fees and Appointed Directors
NRMA Constitution
The Constitution of National Roads and Motorists' Association Limited was approved by members on 11 November 2022.
View the National Roads and Motorists' Association Limited Constitution (PDF 0.99MB/61 pages)
Board Charter
The Board Charter was adopted by the NRMA Board on 19 June 2024.
View the NRMA Board Charter (274KB/8 pages).
Board Committees
The NRMA Board of Directors has established the following standing Board Committees (Committees):
- Audit and Risk Management Committee
- Finance And Investments Committee
- Governance, Compensation And Nomination Committee
- Policy And Advocacy Committee
The NRMA Board appoints the Committee members and approves the charter of each Committee. The charter sets out the purpose and delegated authority from the NRMA Board to the Committee.
The Committees are operated in accordance with the Protocols for Board Committees (PDF 342KB/3 pages).
The NRMA Board periodically reviews the Committee members, Committee charters and protocol for Committees.
Committees
Directors' Fees
The NRMA Board supports the requirement in the Constitution to disclose the Directors' fees on the NRMA's website in order that members are fully informed. View Directors' and Committee fees table - which provides the Board and Committee fees payable from NRMA to each Director from 1 January 2024.
Under the Constitution, the Directors’ fee pool for the conduct of ordinary services is subject to review at 1 January in each year following any year in which no increase to the Directors’ fee pool has been approved by members at a general meeting. The Directors’ fee pool for the conduct of ordinary services excludes Committee fees and superannuation payments.
The Constitution sets out that in the year a review of the Directors’ fee pool is undertaken the increase in the fee pool is the ‘Percentage CPI Change’. The ‘Percentage CPI Change’ is defined as the percentage change between the September quarter before the 1 January review and the September quarter in the year prior, for the All Groups Consumer Price Index for the weighted average of eight capital cities as published by the Australian Bureau of Statistics.
The Board must pass a resolution to determine the Board fees for Directors, but the total amount of fees must be below the Directors’ fee pool. The Board must also pass a resolution to determine the fees for those Directors who are members of a Committee. The Board obtains independent external advice as required from time to time to assist with determining Board and Committee fees. The Board has determined that Board fees and Committee fees will increase in line with any CPI increase of the Directors’ fee pool. The Chair and Deputy Chair do not receive fees for being a member of a Committee or attending Committee meetings.
Superannuation is paid by NRMA on behalf of the Directors at the rate of 13 per cent.
Appointed Directors
Ms Jane McKellar was re-appointed by the Board as a non-executive director for a 3 year term commencing 13 May 2024, with the skills and experience in customer, branding and marketing.
Mr Gary Smith was re-appointed by the Board as a non-executive director for a 3 year term commencing 6 February 2024, with skills and experience in transport and tourism.
Mr Derek Stanwell was re-appointed by the Board as a non-executive director for a 3 year term commencing 14 May 2023 with skills and experience in mergers and acquisitions.
The independent executive search firm Russell Reynolds Associates was engaged to provide a shortlist of candidates for the appointment of all three Appointed Directors.