Role of the Board
The Boards’ primary role is the protection and enhancement of long-term shareholder value.To fulfil this role, the Board is responsible for oversight of the management and overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring achievement of these goals.
CORPORATE GOVERNANCE STATEMENT
To assist in the execution of its responsibilities, the Board has established an Audit Committee. The Board has also established a framework for the management of the Company including a system of internal control and the establishment of appropriate ethical standards. Business risk management processes are constantly monitored by the Executive Directors as they have a very close association with the day to day operation of the Company.The full Board currently meets formally as required and informally on a regular basis. In addition, strategy meetings and any extraordinary meetings are held at such other times as may be necessary to address any specific significant matters that may arise.The agenda for meeting is prepared in conjunction with the Chairman, Managing Director and Company Secretary. Standing items include the Managing Directors Report, financial reports, strategic matters, governance and compliance. Submissions are circulated in advanced. The Board conducts an annual review of its processes to ensure that it is able to carry out its function in the most effective manner.
Composition of the Board
The names of the Directors of the Company in office at the date of this statement are set out in the Director’s report.The composition of the Board is determined using the following principles:
- a minimum of three Directors, with a broad range of business expertise;
- a non-executive Director as Chairman;
- a majority of non-executive Directors;
- sufficient Directors to serve on various Committees without over burdening the Director or making it difficult for them to fully discharge their responsibilities;
- no maximum period of service but subject to re-election every three years (except for the Managing Director) with retirement by the age of 70.
Conflict of Interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that significant conflict exits, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. Details of the Director – related entity transactions with the Company are set out in Notes to the Annual Financial Report.
Policies, Principles and Charters (click on the links below for details)
Corporate Governance Statement - Additional Information
Code of Conduct
Corporate Governance Statement
Audit Committee Charter
Matters Reserved for the Board
Nomination Committee Charter
Remuneration Committee Charter
Securities Trading Policy 2010