This principle requires the Company’s board to be of effective composition and commitment to adequately undertake its duties and responsibilities.
Composition of the Board
The names of the Directors of the Company in office at the date of this report, specifying which are independent, are set out in the Directors’ Report of the financial report. The composition of the Board is determined using the following principles:
- 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;
- a majority of independent non–executive Directors;
- 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;
- a non–executive independent Director as Chairman. Following the resignation of the Chairman on 25 November 2013 Mr Kevin Dart was appointed Executive Chairman until such time as a suitable non-executive independent Director can be found and appointed as Chairman; and
- 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.
The Board considers the mix of skills and the diversity of Board members when assessing the composition of the Board. The Board assesses existing and potential Directors’ skills to ensure they have appropriate industry expertise in the Group’s operating segments.
The Board considers the diversity of existing and potential Directors to ensure they are in line with the geographical and operational segments of the Group. The Board’s policy is to seek a diverse range of Directors who have a range of ages, genders and ethnicity which mirrors the environment in which the Group operates.
An independent Director is a Director who is not a member of management (a non–executive Director) and who:
- holds less than five percent 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 percent of the voting shares of the Company;
- 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;
- within the last three years has not been a principal or employee of a material* professional advisor or a material* consultant to the Company or another Group member;
- 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;
- as no material* contractual relationship with the Company or another Group member other than as a Director of the Company; and
- 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 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.
Board skills and experience
The Board considers that a diverse range of skills, experience and backgrounds is required on the Board to effectively govern the business. It determines and reviews from time to time the mix of skills and experience that it looks to achieve in its membership which, in broad terms, includes the following:
- knowledge of the business sectors in which the Company operates;
- senior executive and international business experience;
- financial acumen and relevant operating experience;
- knowledge of global capital markets;
- experience in regulatory and government policy;
- experience in the development and implementation of strategy; and
- experience in the oversight of health, safety and environmental risks and challenges.
The Company does not have a Nomination Committee.
The Board acknowledges that the Company does not fully comply with Principle 2 of the ASX Corporate Governance Practices and recommendations.
The Board has resolved that in view of the small size of the Company’s business operations the functions of the Nomination Committee are best undertaken by the full Board.