Alumina Limited

The Alumina Limited Board of Directors (the Board) is ultimately responsible for the overall management of Alumina and for formulating and establishing its strategic goals. Its aim is to create value for shareholders through the performance of our interest in the Alcoa World Alumina and Chemicals (AWAC) business.

The Board Charter defines the role of the board, its duties and specific responsibilities, responsibilities of the Chairman and the delegation of authorities to board committees and the relationship with management.

Directors

Alumina Limited's Board consists of five non-executive directors, including the Chairman, and one executive director (Chief Executive Officer). The non-executive directors, excluding Mr Zeng, are members of the company's Audit Committee.  All non-executive directors are members of the Nominations Committee and Compensation Committee.

Directors are subject to retirement by rotation. Directors may not hold office for a continuous period in excess of three years or past the third annual general meeting following the Director's appointment, whichever is the longer, without submitting for election or re-election.

Mr G John Pizzey BEng (Chem), Dip. Mgt

Chair, Independent Non-Executive Director

Mr Pizzey was elected a director of the Company on 8 June 2007.

He is a Non-Executive Director of Orora Limited (appointed December 2013) and former Non-Executive Director and Chairman of Iluka Resources Ltd (appointed November 2005 and resigned December 2013) and a former Non-Executive director of Amcor Limited (appointed September 2003 and resigned December 2013).

Mr Pizzey is a life governor of Ivanhoe Grammar School and a former chairman and director of the London Metal Exchange. He is a member of the Audit and Risk Committee (formerly known as the Audit Committee) and of the Nomination and Compensation Committees and was Chair of the Audit Committee to 30 November 2011. Mr Pizzey has extensive business experience including 33 years as an executive in the alumina and aluminium industries. 

Ms Emma Stein Bsc (Physics) Hons, MBA, FAICD

Independent Non-Executive Director

Ms Stein was elected as a Director of the Company on 3 February 2011. Ms Stein is currently a Non-Executive Director of Diversified Utilities Energy Trust (appointed June 2004), Programmed Maintenance Services Ltd (appointed June 2010), and Transpacific Industries Group Ltd (appointed August 2011). She is a former Non- Executive Director of Clough Limited (appointed July 2008 and resigned December 2013). Formerly the UK Managing Director for French utility Gaz de France’s energy retailing operations, Ms Stein moved to Australia in 2003. Before joining Gaz de France she was UK Divisional Managing Director for British Fuels.

 Ms Stein is Chair of the Compensation Committee since 1 January 2014, current member and former Chair of the Audit and Risk Management Committee (Chair 28 November 2013 to 31 December 2013), and current member and former Chair of the Nomination Committee (Chair 3 March 2011 to February 2014).

 As a senior executive, she gained considerable international experience in management and leadership, strategy development and implementation in global industrial, energy and utilities markets. Her career included roles in Strategic Planning (which in turn included asset and company acquisitions, divestments and mergers); operational management in the fuels sectors; and in Managing Director positions (which involved working with regulators and other industry players as new rules were being set for the emerging competitive UK gas and electricity markets).

She has over a decade of experience as a listed non-executive director and board committee chair for capital intensive companies spanning resources, oil and gas, energy and related sectors. This has extended her skills in corporate transactions, capital structures, management and markets. 

Mr Peter C Wasow BCom, GradDipMgmt, FCPA

Chief Executive Officer

Mr Wasow was appointed Chief Executive Officer effective from 1 January 2014. He has responsibility for the overall management of Alumina Limited in accordance with the strategy, policies and business processes adopted by the Board. Prior to his appointment as CEO, Mr Wasow was a non-executive director of the Company, appointed on 26 August 2011 and was a member of the Nomination Committee and Compensation Committee and a former member and Chair of the Audit Committee (December 2011 to November 2013).

Mr Wasow served for more than 8 years at major Australian oil and gas producer Santos Limited from 2002 to 2010.  At Santos Mr Wasow was  initially appointed as Chief Financial Officer and later also as Executive Vice President. He was responsible for corporate development, corporate strategy and planning, investor relations, accounting, corporate finance, taxation and audit. Prior to joining Santos in 2002, Mr Wasow held several senior roles over a 23 year career at BHP including Vice President of Finance.

Mr Chen Zeng

Non-Executive Director

Mr Chen Zeng was appointed as a Director of the Company on 15 March 2013. He is a member of the Audit & Risk Committee, Nomination Committee and Compensation Committee.

Mr Zeng is also currently a director of CITIC Pacific Limited, Chief Executive Officer of CITIC Pacific Mining and Chief Executive Officer of CITIC Mining International, the new holding company of CITIC Pacific Mining. He is a former director of CITIC Limited (listed on the Hong Kong Exchange), CITIC Dameng (listed on the Hong Kong Exchange), Macarthur Coal Limited (2007 to 2011) and Marathon Resources Limited (resigned 31 January 2014). Mr Zeng also served as a director on the Board of CITIC Group between 2010 and 2011.

Before joining CITIC Pacific Mining, Mr Zeng was the Vice Chairman and CEO of CITIC Resources, a CITIC Group controlled Hong Kong listed company focused on crude oil production, metal mining and refining, and commodity trading. Mr Zeng is also the Chairman of CITIC Australia. Mr Zeng has over 26 years of experience in project development, management, and a proven record in leading cross-cultural professionals in the resources sector. He has been working in Australia since 1994 and has extensive experience in various industries including aluminium smelting and coal mining.

Mr W Peter Day LLB (Hons), MBA, FCA, FCPA, FAICD

Independent Non-Executive Director

Mr Day was appointed as a Director of Alumina Limited on 1 January 2014. He is a member of the Nomination and Compensation Committees and is Chair of the Audit and Risk Committee. Mr Day is also currently a Non-executive Director of Ansell Limited, SAI Global Limited, Federation Centres and Orbital Corporation Limited. Mr Day brings extensive experience in resource, finance and manufacturing sectors having held a number of senior positions with Bonlac Foods, Rio Tinto, CRA, Comalco and the Australian Securities and Investment Commission. He is a former Chief Financial Officer of Amcor Limited.

Mr Michael P Ferraro LLB (Hons)

Independent Non-Executive Director

Mr Ferraro was appointed a Non-Executive Director of the Company on 5 February 2014. He is Partner, Client Development-Asia Pacific at Herbert Smith Freehills - a global law firm, and was formerly head of the Corporate Group at the firm. He was also a member of their executive management team. Between 2008 and 2010 Mr Ferraro was Chief Legal Counsel at BHP Billiton Ltd.

Mr Ferraro has considerable experience in the resources sector and has over 30 years of experience in joint ventures, mergers and acquisitions, fund raising, and regulatory issues across a wide range of sectors and countries. He also has considerable experience in the commercial and financing aspects of large transactions gained from a number of years in investment banking as a corporate adviser.

Management

Mr Peter C Wasow BCom, GradDipMgmt, FCPA

Chief Executive Officer

Mr Wasow was appointed Chief Executive Officer effective from 1 January 2014. He has responsibility for the overall management of Alumina Limited in accordance with the strategy, policies and business processes adopted by the Board. Prior to his appointment as CEO, Mr Wasow was a non-executive director of the Company, appointed on 26 August 2011 and was a member of the Nomination Committee and Compensation Committee and a former member and Chair of the Audit Committee (December 2011 to November 2013).

Mr Wasow served for more than 8 years at major Australian oil and gas producer Santos Limited from 2002 to 2010.  At Santos Mr Wasow was  initially appointed as Chief Financial Officer and later also as Executive Vice President. He was responsible for corporate development, corporate strategy and planning, investor relations, accounting, corporate finance, taxation and audit. Prior to joining Santos in 2002, Mr Wasow held several senior roles over a 23 year career at BHP including Vice President of Finance.

Mr Chris Thiris BA (Acc) MBA

Chief Financial Officer

Chris Thiris joined Alumina Limited in December 2011 as Chief Financial Officer and is responsible for accounting, treasury, investor relations and taxation. Mr Thiris has extensive experience in finance and other management functions gained through senior roles he has held in other organizations.

Stephen Foster BCom LLB (Hons) GdipAppFin (Sec Inst) Grad.Dip. CSP ACIS

General Counsel & Company Secretary

Mr Foster is responsible for legal, company secretarial, shareholder services, insurance and human resources. Mr Foster has a wide range of legal and commercial experience gained over 25 years, more recently at Village Roadshow and WMC Limited, after working with the legal firm of Arthur Robinson & Hedderwicks (now Allens).

Andrew Wood – BA LLB GradDipACG FGIA FCIS

Group Executive Strategy & Development

Andrew Wood is responsible for strategy and business development, including market analysis, pursuing strategic investments and developing industry relationships. He has over 20 years’ resources’ experience in commercial and legal roles, mainly at WMC Resources Ltd and Sibelco.