Role of the Board
The role of the Board is to determine, on behalf of the shareholders, the strategic direction of the Company, to regularly review the appropriateness of the strategy and to oversee its implementation. The Board monitors the management and performance of the business as follows:
- Working with management to develop a strategic plan for the Company, including general and specific goals
- Assessing whether the Company is sufficiently resourced to achieve its goals
- Regularly overseeing performance to confirm that it is aligned with the plan
- Reviewing the plan on a regular basis
- Monitoring and assessing the external environment
- Adopting an annual budget for the financial performance of the Company and monitoring progress on a regular basis
- Confirming that the Company’s financial position is sound and that it is able to meet its debts and other obligations as and when they fall due
- Overseeing the integrity of the entity’s accounting and corporate reporting systems
- Determining that the Company’s accounts are in conformity with relevant Accounting Standards and truthfully represent the Company’s financial position
- Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions, divestments and joint ventures
- Approving decisions affecting capital structure, including dividend policy
- Determining that satisfactory arrangements are in place for auditing the Company’s financial affairs and assets
- Assessing the performance and independence of the auditors and, where necessary, making recommendations to shareholders for the appointment or removal of an auditor
- Selecting and, if necessary, replacing the Chief Executive Officer (CEO) and setting an appropriate remuneration package and ensuring adequate succession for that position
- Approving the appointment and where appropriate the removal of the Chief Financial Officer and the Company Secretary, and giving guidance on other senior management appointments proposed by the CEO and succession plans
- Approving policies and practices for achieving diversity
- Approving an annual operational plan and monitoring results against that plan
- Determining that the Company has in place accurate and reliable reporting systems, internal controls and compliance activities, and monitoring performance in each of these areas
- Confirming that systems are in place for the effective identification, management and mitigation of any significant risks to which the Company is exposed
- Monitoring and assessing that an appropriate culture and management framework are in place which require that the Company:
- Complies with the law
- Conforms with the highest standards of financial and ethical behaviour
- Adheres to high environmental standards
- Provides a safe workplace
- Operates in a socially responsible way
- Checking that compliance with policies and procedures is properly monitored
- Adopting clearly defined delegations of authority from the Board to the CEO or Committees
- Adopting formal processes for the selection for new directors and recommending them for the consideration of shareholders at general meetings
- Confirming that directors are provided with on-going access to the Company’s operations, personnel and information to enable them to operate effectively
- Reviewing the Board’s own processes and effectiveness including its committee structure and the composition, scope and performance of those committees
- Determining that the Company’s governance policies and practices are appropriate and provide for renewal of the Board, maintenance of directors’ independence and alignment with interests of shareholders
- Establishing and maintaining an appropriate structure of Board committees to enhance the Board’s capacity to fulfil its responsibilities
- Ensuring that the Company has in place policies that enable it to communicate effectively with its shareholders and stakeholders
- Overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities
- Approving the remuneration framework for Executives and ensuring that it is aligned with the strategic plan for the Company
- Approving the remuneration framework of the Non-Executive Directors, subject to any aggregate maximum approved by shareholders
- Agreeing appropriate performance indicators for the CEO and giving guidance as to the appropriate performance indicators for other Executives
- Monitoring and evaluating the performance of the CEO and giving feedback to the CEO as to the performance of other Executives
- The Board, together with the Nominations Committee, will determine:
- the size of the Board subject to the terms of the Company’s Constitution, and
- the composition of the Board, taking into account the mix of skills, experience, expertise and diversity necessary to achieve the strategic and diversity goals of the Board
- The Board will consist of a majority of independent Non-Executive Directors
- The Chair will be appointed by the Board and will lead the Board, facilitate constructive discussion at Board meetings, ensure that the Board functions effectively and communicate the views of the Board to shareholders.
- The Board may from time to time establish committees to assist in carrying out its responsibilities and adopt Charters setting out matters relevant to the composition, responsibilities and administration of such committees.
- Each of the committees shall be Members of the Board and comprise at least two Directors who have diverse, complementary backgrounds, with at least one of the Committee being an independent Non-Executive Director.
- The Chair of each Committee will be an independent Non-Executive Director.
- The Board will, as a minimum, establish the following committees:
- Human Resources and Remuneration Committee
- Audit and Risk Committee
- Safety and Sustainability Committee
- Nomination Committee
- The Committees shall meet at least twice a year.
- The Board may also delegate specific functions to ad hoc committees from time to time, with the delegated powers covered by Board resolutions.
- The Board has delegated to the CEO all the powers and authorities required to manage the Company’s business, except those expressly reserved to the Board or one of its Committees, within the authority limits approved by the Board from time to time
- The CEO may delegate the management function within such authority limits and delegates must manage the Company bearing in mind the strategic plan, the annual budget and the strategies confirmed by the Board for managing risks
- The CEO is accountable to the Board for the exercise of the delegated authority and, with the support of its delegates, must report material matters to the Board with accurate and timely information
- The Company Secretary is accountable directly to the Board for advising on corporate governance matters, including adherence to the Board Charter and coordinating all Board business
- All Directors have direct access to the Company Secretary and other Company employees and advisers
- The Board or a Committee may seek independent professional advice at the Company’s expense whenever the Board or Committee determines that such advice is necessary for the Directors to discharge their responsibilities as Directors
- A Director may individually seek independent professional advice at the Company’s expense where:
- the Director reasonably considers, after consulting with the Chair, that obtaining independent advice is appropriate
- the Chair consents to the Director obtaining the advice (such consent not to be unreasonably withheld)
- Advice obtained at the Company’s expense must be made available to the Company
Function: To assist the Board to fulfill its responsibilities in relation to the integrity of the Company’s financial statements, financial reporting principles, policies, controls and procedures, compliance with applicable legal and regulatory requirements, risk management processes, internal control processes and effectiveness and internal and external audit.
Function: To assist the Board to fulfill its responsibilities with respect to the Company’s remuneration framework and levels for all employees including Executive Managers and Executive and Non-Executive Directors, the human resources and remuneration strategies, policies and practices of the Company, the behavioral and cultural framework and practices of the Company, and oversight of organisational design and human capability. It also assists the Board with recommendations on the appointment of remuneration consultants, oversight of industrial relations policies, practices and strategies and the preparation of the Remuneration Report. It also considers the Company’s diversity practices, including gender diversity.
Function: To assist the Board in its role of overseeing, monitoring and reviewing, from a corporate governance perspective, the Company’s practices in the areas of safety, health and environmental management, relationships with communities, sustainability including the Company’s annual Sustainability Report and the human rights and security of communities, employees and operations. It assists the Board with management reporting and risk with respect to safety, health and the relationships with communities and other areas within its remit. Within its scope the Committee monitors and reviews the Company’s performance and approach to compliance with applicable policies and legal requirements, reviews the Company’s response on issues of concern or non-compliance and monitors industry trends and standards.
Function: To support the Board with respect to Board composition and diversity, Board succession planning and Director selection, appointment, election, induction and re-election. The Committee is also involved in evaluating the performance of the Board, its Committees and individual Directors and succession planning for the Chairman, the Managing Director and key senior executive roles. The Committee is also responsible for overseeing professional development opportunities for Directors.