2. Structure the Board to Add Value
2.1 Composition and Balance of Skills of Directors
The Directors consider the size and composition of the Board is appropriate given the
Company’s status and the nature of its operations however, Directors’ undertake regular
reviews and compliance practices to assist including: A periodic review either when a vacancy arises or if the Board considers it would benefit from an additional mix of skills and experience based on the strategic demands of the Company at that time.
2.2 Independence of Directors
The Board believes that the best interests of the Company will be served if a majority of the Directors are independent, as defined in the ASX Corporate Governance Principles and Recommendations. All of the directors are considered to be independent directors and free from any business or other relationship that could (or could reasonably be perceived to) materially interfere with the exercise of their unfettered and independent judgment.
The Board regularly reviews the status of each director. The skills, experience and expertise of each director is contained with the Company’s 2019 financial report. The structure of the Board complies with the ASX principle for a majority of the Board to be independent.
The status of each director is as follows:
Director: Appointed Resigned
R Tayeh Independent 23-Mar-09
N J Aston Independent 15-Jul-13
C F Hunting Independent 10-Feb-15
2.3 Appointment of Directors
If the Board determines that there is a need to appoint another director the Board will determine the appropriate skills, experience and qualifications required, having regard to those of the existing directors and implement a system of recruitment aimed at locating the most appropriate person to meet the Board's needs. In appointing directors, appropriate background checks will be conducted before the Company appoints a person, or puts forward a candidate for election as a director. Each director receives a formal letter of appointment setting out the key terms, conditions and responsibilities of their appointment.
The Notice of Meeting will provide security holders with all material information relevant to a decision to elect or re-elect a director.
2.4 Performance Evaluation
The Board, through the Chairman, will carry out an evaluation, at least every three
years, to:
Review the role of the Board;
Assess the performance of the Board with a view to assisting the Board to better perform its duties;
Review the type and timing of information provided to directors; and
Review the performance and contribution of each of the non-executive directors.
The Board may, from time to time, use an independent adviser to assist in the reviews. The most recent review of the Board and its Committees were conducted in 2017 with significant changes made to the Board at that time. These processes were conducted in accordance with the Company’s evaluation processes.
As stated above, the Company does not have a separate Nomination Committee and those functions are undertaken by the Board.
2.5 Access to Independent Advice
Directors may obtain independent experts advice to enable them to fulfil their obligations, at the expense of the Company, after obtaining approval from the Chairman. Deeds of access indemnity and insurance will be entered into with the directors to the extent permitted by law.