1. Lay Solid Foundations for Management and Oversight
1.1 Governance Roles to achieve the Vision
The skills, experience and expertise relevant to the position of director held by each director in office are included each year in the Company’s s Annual Report to shareholders.
The Board is accountable to the shareholders for the performance of the Company and has overall responsibility for its operations. Day to day management of the Company's affairs, and the implementation of corporate strategy and policy initiatives, has been formally delegated by the Board to the Chief Operating Officer(“CEO”). The Company Secretary is accountable to the Board, through the Chair, on all governance matters.
Key responsibilities of the Board include:
Approving the strategic direction and related objectives of the Company, and monitoring management performance in the achievement of these objectives;
Adopting budgets and monitoring the financial performance of the Company;
Reviewing the performance of the CEO;
Overseeing the establishment and maintenance of adequate internal controls and effective monitoring systems;
Ensuring all major business risks are identified and effectively managed;
Ensuring that the Company meets its legal and statutory obligations; and
Having regard to the size of the Company and the nature of its operations, the full Board carries out the functions that would otherwise be delegated to a nominations committee.
1.2 Role of the Chairman
The role of the Chairman includes:
Vision/Strategy: Ensuring leadership of the Board in setting and reviewing the Company’s vision and strategy;
Board meetings: Setting the agenda with the CEO and Company Secretary, ensuring directors receive all relevant information, chairing meetings and resolving conflicts;
Shareholder Meetings: Chairing shareholder meetings and ensuring shareholders have an opportunity to speak on relevant matters and ensuring the attendance of the Auditor at the
Annual General Meeting each year;
External: Acting as the Spokesperson, with the CEO, on Company matters;
Managing Director: Acting as the primary point of contact between the Board and the CEO ensuring the adequate flow of information between the two, chairing the performance of the CEO and providing mentoring;
Board: Reviewing Board and Committee performance, ensuring appropriate composition is maintained and that proper director induction plans are in place.
1.3 Role of the Chief Executive Officer
The role of the CEO includes:
Vision/Strategy: Formulating with the Board the vision and strategy of the Company.
Management team and employees: Providing leadership, appointing and negotiating terms of employment of senior executives (with Board approval where necessary), developing a succession plan and ensuring procedures are in place for education and training to ensure compliance with laws and policies.
Board: Responsibility for bringing all matters requiring review/approval to the Board, advising on changes in risk profile, providing certification of the half and full year financial statements together with the Chief Financial Officer and reporting to the Board on a monthly basis the performance of the Company.
1.4 Performance Evaluation
The Board will annually review the performance of the CEO having regard to performance measures set out at the commencement of each year. These will include financial measures, achievement of strategic objectives and other key performance indicators including compliance. The CEO, in turn, evaluates the performance of other key executives in a similar manner and reports as appropriate to the Board on such reviews.
A performance evaluation for the CEO took place during the year in accordance with the process outline above.