Board And Management
SPECIFIC RESPONSIBILITIES OF THE BOARD
- In addition to matters the Board is expressly required by law to approve, the Board has the following specific functions and responsibilities:
- oversight of the business and affairs of the Company, including its control and accountability systems;
- appointment of the Managing Director and other senior executives and the determination of their terms and conditions including remuneration and termination;
- driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;
- reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
- ensuring the health, safety and well-being of employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company's occupational health and safety systems to ensure the well-being of all employees;
- approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;
- approving and monitoring the budget and the adequacy and integrity of financial and other reporting;
- approving the annual, half yearly and quarterly accounts;
- approving significant changes to the organisational structure;
- approving the issue of any shares, options, equity instruments or other securities in the Company;
- ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision-making;
- recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them; and
- meeting with the external auditor, at their request, without management being present.
COMPOSITION OF THE BOARD
The composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate a successful strategic direction. Directors should clearly understand corporate expectations of them.
In appointing new members to the Board, consideration is given to the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
ROLE OF THE CHAIRMAN
The Chairman is responsible for the leadership of the Board, ensuring it is effective, setting the agenda of the Board, conducting the Board meetings and conducting the shareholder meetings.
The roles of Chairman and Managing Director must not be exercised by the same individual, and a person who has been Managing Director should not become Chairman.
Whilst the Chairman should be an independent Director, it is noted that the current Chairman is not independent. As noted above, as soon as practicable following listing on the ASX, the Board will seek to appoint two suitably qualified independent non-executive Directors and consider appointing one of those new independent non-executive Directors as Chairman.
To assist the Board in fulfilling its duties, the Board has established the following committees, each with written terms of reference:
- Audit Committee;
- Risk Committee; and
- Remuneration and Nomination Committee.
When requested by the Board, the Company Secretary will facilitate the flow of information of the Board, between the Board and its Committee and between senior executives and non-executive Directors.
The Company Secretary is to support the effectiveness of the Board by monitoring that Board policy and procedures are followed, and coordinating the timely completion and despatch of Board agenda and briefing material.
BOARD’S RELATIONSHIP WITH MANAGEMENT
The Board shall delegate responsibility for the day-to-day operations and administration of the Company to the Managing Director.
The Managing Director is responsible for:
- the effective leadership of the Company;
- the preparation and implementation of development and operational plans to achieve the strategic, operational and financial objectives of the Company as determined by the Board;
- the management of the day to day affairs of the Company including its people, processes, policies and systems;
- the conduct of commercial negotiations with other entities;
- the development and maintenance of effective relationships with the Company's employees, shareholders, joint venture partners, governments at all levels and government agencies, suppliers and customers, and local landowners;
- ensuring that the Company complies with all applicable laws and regulations, including applicable listing rule disclosure requirements;
- reporting to the Board, or as directed by the Board, and providing prompt and full information regarding the conduct of the business of the Company; and
- ensuring all material matters that affect the Company are brought to the Board's attention.
In addition to formal reporting structures, members of the Board are encouraged to have direct communications with management and other employees within the Group to facilitate the carrying out of their duties as Directors.