James Fulton Muir |
Non-Executive Chairman |
Nick Cerneaz |
Director, Chief Executive Officer |
David Gaul |
Non-Executive Director |
William Mobbs |
Non-Executive Director |
Rob
Sale |
Non-Executive Director |
Trent Victor |
Non-Executive Director |
Alex
Zelinsky |
Non-Executive Director |
Belinda Burgess |
Company Secretary |
Director Biographies
(James) Fulton Muir AO
Hon D Univ (ANU) |
Non-Executive Chairman
Mr Muir has had a distinguished career in banking, government and international relations. He has held senior positions in major Australian banks, including Westpac and St George. He has been the New South Wales State Government Commissioner for North America, and also economic adviser to the Chief Minister of Australian Capital Territory Government. He is a Director of several companies and Chair of ANU Enterprise and until recently held several roles with the Australian National University, including Member of the University Council and Chair of Finance Committee. Fulton was appointed an Officer of the Order of Australia (AO) for Services to Commerce and the Community in 1992.
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Dr Nicholas Cerneaz
D.Phil, B.E.(Hons), B.Sc |
Director, Chief Executive Officer
Nick joined Seeing Machines in 2005 to take responsibility for the commercialisation of the company’s glaucoma diagnostic technology. Nick brings to Seeing Machines significant industry experience developing and commercializing medical software and devices. Most recently Nick was the Chief Operations Officer and formerly Vice President of Engineering at Mirada Solutions Limited an Oxford UK based medical software company spun out from Oxford University in 1997. Nick was instrumental in building Mirada from its start-up origins through to a trade sale to CTI Molecular Imaging, which was itself acquired by Siemens Medical Systems, Inc in 2005.
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David Gaul |
Non-executive director
Mr Gaul is co-founder and President of CEA Technologies, a highly successful technology company that designs and develops radar and communications technology. David was the Australian Technology Entrepreneur of the Year in 2003 and has over 20 years experience in high-tech commercialism. David is a founding fellow of the Australian Institute of Company Directors and a director of several companies.
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William Mobbs
Bsc, MBA, MAICD |
Non-executive director
Mr Mobbs is currently the CEO and co-founder of ITL Limited, an ASX listed company, with over 10 years experience developing, manufacturing, marketing and selling product into the global medical and healthcare industry. Mr Mobbs has a strong track record for successfully turning product R&D into commercial outcomes in the medical and healthcare markets and this is of particular relevance to Seeing Machines given the development of the glaucoma diagnostic device and other potential opportunities in these markets.
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Rob Sale |
Non-executive director
Mr Sale has a long track record of success in establishing and developing technology start-ups. He grew Abacus Data Systems, an Australian IT services and software development company from 20 to over 100 staff and contractors, ultimately negotiating the sale of the business in 1999. Rob is a member of the CSIRO Sector Advisory Committee on Information Technology, Communications and Services and sits on one of CSIRO's technology company boards. CSIRO is one of Australia’s largest and most diverse scientific and research organisations. Mr Sale is CEO of Diversionary Therapy Technologies Pty Limited.
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Dr Trent Victor
Ph. D., M. Sc. |
Non-executive director
Dr Victor is Product Area Manager for Driver Environment at Volvo Technology. Volvo Technology is a research and innovation company in the Volvo Group where new technologies, products and businesses are developed. Trent is responsible for co-ordination of research, innovation and product integration in the driver’s environment. He also has specific expertise in driver awareness products, such as drowsiness alert, distraction alert, interaction support (workload management), attention-sensitive driving support, impairment detection and distraction evaluation tools. Trent has been the key person behind Volvo’s involvement in Seeing Machines, ever since Volvo’s first research contract with the Australian National University in the 1990s.
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Dr Alex Zelinsky
Ph.D., BMath., SMIEEE, FAICD, FTSE. |
Non-executive director
Prior to cofounding Seeing Machines Alex was Professor and Head of the Department of Information Engineering at the Australian National University. Alex is extensively published and is internationally recognised as a leader in the fields of robotics and computer vision. He has worked in the computer industry and has had extensive international experience as a project leader developing cutting edge technology. Alex has received numerous international awards and recognition for his work. In May 2005 Alex received the prestigious Australian Academy of Technological Sciences and Engineering Clunies-Ross Award for successful innovation involving the application of science and technology for the benefit of Australia.
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Board Committees
The Board has constituted the following committees.
The responsibilities of each of these committees is as follows:
Audit Committee
The terms of reference for the Audit Committee state that its duties are:
- monitor the integrity of the financial statements of the company including announcements containing financial results and all announcements of a price sensitive nature;
- keep under review the effectiveness of the Company’s internal controls and risk management systems;
- review and approve the statements to be included in the Annual Financial Report concerning internal controls and risk management;
- ensure appropriate arrangements exist for any matters of concern raised by employees;
- monitor and review the internal audit function in the context of the Company’s overall risk management system;
- consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor;
- oversee the relationship with the Company’s external auditor
- meet with the external auditor at appropriate times in relation to the annual audit;
- review the findings of the audit with the external auditor;
- review the effectiveness of the audit;
- review management response to the audit
- develop and implement a policy on the supply of non-audit services by the external auditor.
Remuneration Committee
The terms of reference for the Remuneration Committee state that its duties are:
- determine and agree with the Board the framework for the remuneration of the CEO, Chairman of the Board, the executive directors, the company secretary and other executives management it is designated to consider;
- reviewing the ongoing appropriateness and relevance of the remuneration policy;
- approve the design and determine targets for any performance related pay schemes and approve the total annual payments made under those schemes;
- review the design of all share incentive plans for approval by the Board and shareholders;
- subject to statutory requirements determine the policy for and scope of superannuation arrangements for each executive director and other senior executives;
- ensure that contractual terms on termination and any payments made are fair to the individual and the company;
- determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments, share options and other awards;
- review and note annually the remuneration trends across the company;
- oversee any major changes in employee benefits structures throughout the company;
- agree the policy for authorising claims for expenses for Executive Directors;
- ensure all legal requirements and best practice in corporate governance regarding disclosure of remuneration are fulfilled;
- be responsible for establishing the election criteria, selecting and setting the terms of reference for any remuneration consultants who advise the committee.
Nominations Committee
The terms of reference for the Nomination Committee state that its duties are:
- regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any changes;
- consider succession planning for directors and senior managers;
- be responsible for identifying and nominating to the Board candidates to fill Board vacancies as and when they arise;
- prepare a description of the role and capabilities required for a particular Board appointment;
- keep under review the leadership needs of the organisation with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
- keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates;
- review annually the time required from non-executive directors;
- ensure that on appointment to the Board non-executive directors receive a formal letter of appointment.
Membership of the Committees is as follows:
Audit Committee
James Fulton Muir (Chairman)
William Mobbs
Remuneration Committee
Alex Zelinsky (Chairman)
Rob Sale
Nominations Committee
David Gaul (Chairman)
Trent Victor
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