Role of the Board
The Board’s primary role is the protection and enhancement of long-term shareholder value.
To fulfill this role, the Board is responsible for the overall Corporate Governance of the company including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for Directors and senior executives, establishing and monitoring the achievement of management’s goals and ensuring the integrity of risk management, internal control, legal compliance and management information systems.
It is also responsible for approving and monitoring financial and other reporting.
The Board has delegated responsibility for operation and administration of the company to the Managing Director and executive management. Responsibilities are delineated by formal authority delegations.
Board Processes
To assist in the execution of its responsibilities, the Board has established an Audit Committee. The Committee has a written mandate and operating procedures, which are reviewed on a regular basis. The Board has not established a Nomination Committee or a Remuneration Committee because of the limited size and nature of operations of the company, the Board itself undertakes these responsibilities. The Board has also established a framework for the management of the company including a system of internal control, a business risk management process and the establishment of appropriate ethical standards.
The full Board currently holds twelve scheduled meetings each year plus strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise.
The agenda for meetings is prepared in conjunction with the Chairman, Managing Director and Company Secretary. Standing items include the Managing Director’s report, financial reports, strategic matters, governance and compliance. Submissions are circulated in advance. Executives are regularly involved in Board discussions and Directors have other opportunities, including visits to business operations, for contact with a wider group of employees.
Director Education
The company has a formal process to educate new Directors about the nature of the business, current issues, the corporate strategy and the expectations of the company concerning performance of Directors. Directors also have the opportunity to visit company facilities and meet with management to gain a better understanding of business operations. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge.
Independent Professional Advice and Access to Company Information
Each Director has the right of access to all relevant company information and to the company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified adviser at the company’s expense. The Director must consult with an adviser suitably qualified in the relevant field, and obtain the Chairman’s approval of the fee payable for the advice before proceeding with the consultation. A copy of the advice received by the Director is made available to all other members of the Board.
Composition of the Board
The names of the Directors of the company in office are set out in the about us section. The composition of the Board is determined using the following principles:
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the Board should comprise not more than ten Directors and not less than three Directors, with a broad range of expertise both nationally and internationally;
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a majority of independent non-executive Directors;
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a majority of Directors having extensive knowledge of the company’s industries, and those which do not, have extensive expertise in significant aspects of auditing and financial reporting, or risk management of large companies;
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a non-executive independent Director as Chairman; and
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Directors appointed by the Board are subject to election by shareholders at the following annual general meeting and thereafter Directors are subject to re-election at least every three years, except for the Managing Director.
An independent Director is a Director who is not a member of management (a non-executive Director) and who:
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holds less than five per cent of the voting shares of the company and is not an officer of, or otherwise associated, directly or indirectly, with a shareholder of more than five per cent of the voting shares of the company;
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has not within the last three years been employed in an executive capacity by the company or another Group member, or been a Director after ceasing to hold any such employment;
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within the last three years has not been a principal or employee of a material* professional adviser or a material* consultant to the company or another Group member;
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is not a material* supplier or customer of the company or another Group member, or an officer of or otherwise associated, directly or indirectly, with a material* supplier or customer;
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has no material* contractual relationship with the company or another Group member other than as a Director of the company; and
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is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially* interfere with the Director’s ability to act in the best interests of the company.
* The Board considers ‘material’, in this context, to be where any Director-related business relationship has represented, or is likely in the future to represent the lesser of at least ten percent of the relevant segment’s or the Director-related business’s revenue. The Board considered the nature of the relevant industries’ competition, and the size and nature of each Director-related business relationship, in arriving at this threshold.