Corporate Governance

1. Lay solid foundations for management and oversight

Governance Roles to achieve the Vision
The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report.

The determination of materiality requires consideration of both quantitative and qualitative elements.

The Board will be accountable to the Company shareholders for the performance of the Company and will have overall responsibility for its operations. Day to day management of the Company’s affairs, and the implementation of the corporate strategy and policy initiatives, will be formally delegated by the Board to the Managing Director.

The key responsibilities of the Board will 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 Managing Director;
• overseeing the establishment and maintenance of adequate internal controls and effective monitoring systems;
• ensuring all major business risks are identified and effectively managed; and
• ensuring that the Company meets its legal and statutory obligations.

Role of the Managing Director
The role of the Managing Director includes:

• Vision/Strategy:- Formulating with the Board the vision and strategy, developing action plans to achieve the vision and reporting regularly to the Board on progress.
• Management team and employees:- Providing leadership, appointing and negotiating terms of employment of senior executives (with Board approval where necessary), developing a succession plan, ensuring procedures are in place for education and training to ensure compliance with laws and policies.
• Board:- Responsible for bringing all matters requiring review/approval to the Board, advising on the changes in risk profile, providing certification regarding the financial statements for the half-year and full year, reporting to the Board on a monthly basis the performance of the company and for ensuring education of directors on relevant matters.
• Delegated authority:- Levels for capital expenditure, sale of assets, etc.

Role of the Chairman
The role of the Chairman includes:

• Vision/Strategy:- Ensuring leadership in setting and reviewing vision;
• Board meetings:- Setting agenda with the Managing Director/Company Secretary, ensuring directors receive all relevant information, chairing meetings and dealing with conflicts;
• Shareholders’ Meetings:- Chairing shareholders’ meetings and ensuring shareholders as a whole have an opportunity to speak on relevant matters, ensuring audit partner attends the AGM;
• External:- Spokesperson with the Managing Director on company matters;
• Managing Director:- Primary point of contact between the Board and Managing Director, keeping fully informed on major matters by the Managing Director, chairing the performance appraisal of the Managing Director, and providing mentoring;
• Board:- Initiating Board and committee performance appraisal, ensuring agreed composition is maintained and director induction plans are in place.

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