In accordance with Principle 1 of the ASX Corporate Governance Principles, the Board of Directors is responsible for guiding and monitoring the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices and goals for management and the operation of the Company.
The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of the Company’s shareholders.
The specific responsibilities of the Board include:
- appointment, evaluation, rewarding and if necessary the removal of the Chief Operating Officer;
- appointment, evaluation, rewarding and if necessary the removal of the Chief Financial Officer and the Company Secretary;
- development of corporate objectives, strategy and operations plans, in conjunction with management, and approving and appropriately monitoring plans, new investments, major capital and operating expenditures, capital management, acquisition, divestitures and major funding activities;
- establishing appropriate levels of delegation to the Chief Financial Officer/Company Secretary to allow her to manage the business efficiently;
- monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;
- monitoring the performance of senior management including the implementation of strategy and ensuring appropriate resources are available;
- maintaining an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks via its senior management;
- overseeing the management of safety, occupational health and environmental matters;
- satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
- satisfying itself that there are appropriate reporting systems and internal controls in place to assure the Board of appropriate operational and financial compliance;
- to ensure that appropriate internal and external audit arrangements are in place and operating effectively;
- satisfying itself that frameworks are in place to ensure the Company acts legally and responsibly on all matters and remains consistent with the code of conduct; and
- reporting to shareholders.
While the Board retains full responsibility for guiding and monitoring the Company in discharging its stewardship at all times, the Board has established an Audit Committee and will in the future seek to establish other committees as deemed appropriate from time to time.
Each director has the right to seek independent professional advice on matters relating to his/her position as a director of the Company at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.
In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.
In accordance with the constitution of the Company clause 13.2, directors must offer themselves for re-election by shareholders at least every 3 years. The Board does not specify a maximum term for which a director may hold office.
The responsibility for the day-to-day administration of the Company is delegated by the Board to the Chief Financial Officer/Company Secretary. The Board has procedures in place to assess the performance of the Chief Financial Officer/Company Secretary and senior management team. They also ensure these key management roles are staffed by personnel appropriately qualified and experienced to discharge their responsibilities.
The Chairman’s role is a non-executive position. The Chief Financial Officer/Company Secretary is accountable to the Board for all authority delegated to the position.
While there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:
- Board approval and monitoring of annual budgets against actual performance;
- regular meetings and briefings with senior management and key personnel to ensure the Board is kept apprised of relevant company activities.
Expenses incurred by directors in fulfilling their duties be authorised prior to being reimbursed by the company.
Reimbursement of general business expenses less than A$2,000 may be authorised by any one Director or the Company Secretary. Reimbursement of expenses in excess of A$2,000 must be approved Board.
This policy is reviewed annually.