###### 5. Governance
M
###### 5.1 The role of the Board
**Audit and Risk**
The Board of Directors (Board) is responsible **Committee**
for the governance, direction and control of Q
the activities of Genesis and our subsidiaries,
including responsibility for the oversight
of material climate-related risks
and opportunities.
**Executive Leadership Team**
Many of our material climate-related risks Chief Executive, Chief Financial Officer,
and opportunities are intrinsic to our operations Chief Retail Offi
and strategic direction. Accordingly, oversight Officer, Chief Corporate Affairs Officer,
Chief People Officer, Chief Transformation
of these risks and opportunities is embedded
and Technology Officer.
within our established governance structures
and operating rhythm (including through our
enterprise Risk Management Framework and
our strategic governance processes).
**Management forums**
The members of the Board are outlined on Responsible for governing the
[page 57 of the FY24 Integrated Report.](https://indd.adobe.com/view/a00c0282-00a3-4f11-a71e-a38a72b0b3b5) execution and implementation of
Gen35 strategic initiatives.
The diagram to the right defines the
key responsibilities for each body in
**Climate working group (CWG)**
relation to oversight, assessment and
management of material climate-related Responsible for overseeing the company-wide
monitoring and review of climate-related risks
risks and opportunities.
and opportunities, scenarios, scenario analysis
and the preparation and publication of the
annual Climate Statement.
**Sustainability committee**
Responsible for overseeing the delivery of the
Sustainability Framework which includes climaterelated goals such as achieving 1.5°C aligned
Science Based Targets, and empowering customers
to reduce their carbon footprint.
**KEY – Meeting frequency**
M Monthly[9] B Bi-Monthly
Q Quarterly W Weekly
--NEW-PAGE--
###### 5.1 The role of the Board (continued)
###### Governance processes and frequency
The Board and Audit and Risk Committee (ARC)
are engaged through a combination of formal
reporting, face to face meetings, educational
sessions, and sessions with the Chief Executive
and members of the Executive Leadership
Team (ELT). The Chief Executive and other
members of the ELT connect with the Board
and ARC each time the Board and ARC meet.
###### Oversight of material climate-related risks and opportunities
Our material climate-related risks and
opportunities are subsets of our principal risks[10 ]
to our business. The ARC, a sub-committee of
the Board, oversee Management's assessment
of principal risks on a half-yearly basis[11].
Refer to section 6.1 for more information.
In FY24 we worked to develop a climaterelated risk and opportunity dashboard. This
dashboard enables us to monitor our material
climate-related risks and opportunities and was
incorporated into the quarterly risk reporting
and presented to the ARC for the first time
in June 2024. The value of the dashboard
will continue to grow each year it is used, we
will continue to refine it in FY25 and beyond.
The ARC is also responsible for overseeing
our climate reporting obligations, while the
Board is responsible for approval of the
annual Climate Statement. A climate specific
risk and opportunity review is completed
and reported to the ARC annually, along with
the approach taken with respect to climate
scenarios and scenario analysis. The ARC also
reviews the results of scenario analysis when
it is undertaken.
The ARC reports its findings and
recommendations to the Board for
consideration and approval throughout
the year.
The Board considers material climate-related
risks and opportunities as part of the annual
strategic and operating planning processes.
For example, considerations in the strategy
development process include key driving
forces of climate-related risks and
opportunities such government priorities
and regulatory change, change in consumer
demand and preferences, new technology
advances and competitor analysis.
Throughout the year the Board also receive
updates on various matters including strategic
initiatives which often address climate-related
risks and opportunities, progress on our
Sustainability Framework goals, consideration
of long-term decarbonisation commitments
and climate-related legal matters.
###### Board skills and competencies
Directors are elected to the Board by
shareholders. The Nominations Committee,
a subcommittee of the Board, is responsible
for identifying and recommending suitably
qualified and experienced prospective
candidates to the Board for shareholder
approval. These nominations are presented
based on candidates meeting the agreed skills
matrix. The Nominations Committee holds the
authority to review and recommend changes
to the Director skills matrix should any be
required. These accountabilities are set out in
the Nominations Committee Charter. Refer
to the 'Corporate governance' section of the
[FY24 Integrated Report for an assessment of](https://indd.adobe.com/view/a00c0282-00a3-4f11-a71e-a38a72b0b3b5)
the Directors experience against the current
skills matrix.
The Board continues to expand its climaterelated knowledge through education sessions
and use of industry experts. For example,
during FY24 the Board, ELT, subject matter
experts and the Climate Working Group (CWG)
attended an in-house one-day climate transition
workshop to further build competency on
climate science, consider Genesis' climaterelated risks and opportunities in the context
of our Gen35 strategy, and reflect on key
elements of a fair transition. The session
included presentations, question and answer
sessions with leading external experts and a
workshop analysing our climate-related risks
and opportunities.