BOARD CHARTER AND MANAGEMENT DELEGATIONS
The Directors’ overriding objective is to increase shareholder value within an appropriate framework which protects the rights and enhances the interests of shareholders and ensures the Company and its controlled entities are properly managed.
The function of the Board is clearly defined and includes responsibility for:
(i.) approval of corporate strategies, the annual budget and financial plan;
(ii.) monitoring financial performance including approval of the annual and half-year financial reports and liaison with the Company's auditors;
(iii.) appointment and assessment of the performance of the CEO;
(iv.) monitoring executive performance;
(v.) establishing policies on overseeing risk and management and ensuring that the significant risks facing the Company and its controlled entities have been identified, and appropriate and adequate control, monitoring and reporting mechanisms are in place; and
(vi.) reporting to shareholders and regulatory authorities.
The directors are committed to the principles underpinning best practice in corporate governance, applied in a manner which is best suited to the Company and its controlled entities and to best addressing the directors' accountability to shareholders and other stakeholders.
2. COMPOSITION OF THE BOARD
The Board shall comprise at least three directors, including at least an independent, non-executive director.
When determining whether a non-executive director is independent, the director must not fail any of the following materiality thresholds:
(i.) less than 5% company shares are held by the director and any entity or individual directly or indirectly associated with the director.
(ii.) no sales are made to or purchases made from any entity or individual directly or indirectly associated with the director; and
(iii.) none of the directors’ income or the income of an individual or entity directly or indirectly associated with the director is derived from a contract with any member of the economic entity other than income derived as a director of the entity.
3. DIRECTOR SELECTION, APPOINTMENT AND SUCCESSION
Directors are selected based on the skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. The Board undertakes appropriate checks before appointing a person as a director.
The Board has considered the need for a Nominations Committee and believes that it is more appropriate for such responsibilities to be met by the full Board rather than a separate committee. A director appointed mid-term by the Company must seek re-election at the next annual general meeting.
Except for the Managing Director, each director serves for a period of three years before re-election. The Constitution requires that one-third (or the number nearest to but not less than one-third) of the directors must retire from office at each annual general meeting. A retiring director is eligible for re-election. Prior to the election of any director, candidate information with appropriate detail to support an informed decision is provided to shareholders.
Every new director is given a comprehensive set of materials with regards to their roles and responsibilities as directors. Development opportunities are also provided when available to develop and maintain the skills and knowledge needed to perform his/her role effectively.
4. DIRECTOR PERFORMANCE EVALUATION
Regular communication between directors and the Chairman is encouraged. The performance of a director is continually monitored by the Chairman and peers.
The Board conducts formal review of the requirements and performance of all directors periodically:
(i.) Board performance is reviewed by the full Board.
(ii.) The performance of the Chair is reviewed by other directors and the results discussed with the Chair by the elected lead director.
(iii.) The performance of individual directors is reviewed by the Board and the results discussed with the respective directors.
5. DIRECTOR REMUNERATION
Remuneration of non-executive directors is determined by the Board within the maximum amount approved by the shareholders from time to time. Non-executive directors may also receive superannuation payments in accordance with statutory levels.
Remuneration of executive directors is set by the Board on recommendation of the Remuneration Committee.
6. BOARD OPERATIONS
The Group performance is monitored by monthly analysis of financial statements and critical evaluation of research progress against key benchmarks. In addition, on a regular basis the Board reviews Group progress against the long-term goals set out in the strategic plan.
In addition, directors read and analyse board papers and reports submitted by management and engage in regular informal discussions with management. The views of the Chairman and directors are canvassed regularly by the CEO and the senior executives on a range of strategic and operational issues.
Where directors are associated with organisations with which the Group might have ongoing commercial relationships, the director involved will withdraw from all deliberations where a potential conflict of interest may arise unless all other directors determine that the director may continue to participate in such deliberations.
7. COMPANY SECRETARY
The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.
He/she shall join the meetings of the Board and its Committees as secretary.
8. ACCESS TO INFORMATION
Any director may with the prior written approval of the Chairman, seek their own independent legal advice at the Company's expense to assist them in the performance of their duties to the Company and the shareholders.
9. SENIOR EXECUTIVE APPOINTMENTS AND REMUNERATION
Formal letters of appointment are executed between the Company and the Chief Executive Officer, Chief Operating Officer (COO) and Chief Financial Officer (CFO).
These letters detail their term of office, duties, rights and responsibilities and termination entitlements.
A periodic evaluation appraisal is conducted for each senior executive.
10. CORPORATE REPORTING
The CEO and CFO make the following certifications to the Board regarding the financial reports:
(i.) that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and the Group;
(ii.) that the Company’s financial reports are presented in accordance with relevant accounting standards; and
(iii.) that the above statements are founded on a sound system of internal compliance and control and risk management which implements the policies adopted by the Board and that the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.