Board Structure

The principal role of the Board is to promote and protect shareholder value by providing strategic guidance to management and overseeing management’s implementation of the Company’s strategic goals and objectives. On an annual basis, the Board reviews the Company’s strategic priorities with management, including the Company’s business plan, and leads discussions on execution strategy, including budgetary considerations, to ensure that the Company has the appropriate resources to deliver the agreed strategy. The Board also monitors management, operational and financial performance against the Company’s goals on an ongoing basis through the year. To enable it to do this, the Board receives operational and financial updates at every scheduled Board meeting.

Given the size of the Company, it is not possible or appropriate for the Board to be involved in managing the Company’s day-to-day activities. However, the Board is accountable to shareholders by whom they are elected for delivering long-term shareholder value. To achieve this, the Board ensures that the Company has in place a framework of controls, which enables management to appraise and manage risk effectively with oversight from the Board, through clear and robust procedures and delegated authorities.

In accordance with the provisions of the Company’s Constitution, the Board committee charters and other applicable governance and corporate policies, the Board has delegated a number of powers to Board committees and responsibility for the day-to-day management of the Company’s affairs and the implementation of corporate strategy to the CEO. The responsibilities delegated to the CEO are established by the Board and include limits on the way in which the CEO can exercise such authority. In addition, the Board has also reserved certain matters to itself for decision, including:

  • appointing, removing and assessing the performance and remuneration of the CEO and CFO;
  • succession planning for the Board and senior management and defining the Company’s management structure and responsibilities;
  • approving the overall strategy for the Company, including the business plan and annual operating and capital expenditure budgets;
  • ensuring that the Company has in place an appropriate risk management framework and that the risk appetite and tolerances are set at an appropriate level;
  • convening and monitoring the operation of shareholder meetings and approving matters to be submitted to shareholders for their consideration;
  • approving  annual  and  periodic  reports,  results  announcements  and  related  media releases, and notices of shareholder meetings;
  • approving  the  dividend  policy  and  interim  dividends  and,  when  appropriate,  making recommendations to shareholders regarding the annual dividend;
  • reviewing the authority levels of the CEO and management;
  • approving the remuneration framework for the Company;
  • overseeing corporate governance matters for the Company;
  • approving corporate-level Company policies;
  • considering management’s recommendations on various matters which are above the authority levels delegated to the CEO or management; and
  • any other matter which the Board considers appropriate to be approved by the Board.

In discharging its duties, the Board aims to take into account, within the context of the industry in which the Company operates, the interests of the Company (including the interests of its employees), shareholders, and other stakeholders, and where possible, aligns its activities with current best practices in the jurisdictions in which the Company operates.

The full list of those matters reserved to the Board is formalized in our Board Charter, which is available in the Library section of this website.

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