| Board Charter |
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Board Charter and Management Delegations
Directors
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.
Composition of the Board
The Board shall comprise at least three directors, including at least an independent, non-executive director. Non-executive directors are not deemed to be independent where they are associated with, or related to, a substantial shareholder or supplier.
Director selection, appointment and succession
Directors are selected based upon the specific skills, knowledge and experience that they possess. 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.
Director performance evaluation
Regular communication between directors and the Chairman is encouraged and an annual formal review of the requirements and performance of all directors is conducted. The performance of a director is continually monitored by the Chairman and peers.
The performance of individual directors is reviewed by the Board and the results discussed with the respective Chair.
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.
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 Chief Executive Officer and the executive management team 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.
Access to information
Any director may with the prior written approval of the Chairman of the Board 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.
Each director has access to the Company Secretary. The Company Secretary has accountability to the Board, through the Chairman, on all governance matters.
Board committees
The Board has established two committees - Audit Committee and the Remuneration Committee - to assist in the execution of its duties and to allow detailed consideration of complex issues.
The Audit Committee is chaired by an independent non-executive director, not being the Chairman of directors. All other non-executive directors may attend at their election. It is the view of the Board that the size of the committee and the skills and experience of the members are sufficient to enable the Committee to discharge its responsibilities in accordance with the charter.
The Company Secretary and/or the Chief Financial Officer attend the Audit Committee by invitation. The Committee meets at least twice a year and monitors the adequacy of the internal controls, accounting policies, financial reporting, compliance with statutory financial requirements and selection and appointment of external auditors. The Committee reviews the Company's annual accounts and interim reports prior to their submission for approval by the full Board.
The external auditors attend Committee meetings by invitation. They are also in attendance at the Company’s annual general meeting. The performance of the external auditors is reviewed annually.
The Remuneration Committee is chaired by an independent non-executive director. This Committee is responsible for reviewing the compensation arrangements for senior executives, as well as reviewing management incentive schemes and share option schemes. The Chief Executive Officer does not participate in meetings which consider his remuneration.
Remuneration and other terms of employment are reviewed annually by the Committee having regard to performance against goals set at the start of the year, relevant comparative information and
independent expert advice. As well as base salary, remuneration packages include superannuation and performance-related bonuses. Performance related bonuses are available to all employees. Employees are also eligible to participate in the Group’s employee share option plans.
The Board has adopted written charters for each committee setting out its role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. These charters will be reviewed on an annual basis and are available on the Company website. All matters determined by committees are submitted to the full Board as recommendations for Board decisions.
Senior executive appointment and remunerations
Formal letters of appointment are executed between the Company and the Chief Executive Officer and the Chief Financial Officer. These letters detail their term of office, duties, rights and responsibilities and termination entitlements.
Corporate reporting
The Chief Executive Officer and the Chief Financial Officer make the following certifications to the Board regarding the financial reports:
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. |