Induction Information for Directors
The Board is responsible to the shareholders for the performance of the Group. The Board’s focus is to enhance and protect the interests of shareholders and other key stakeholders and to ensure that the Group is properly managed. The Board understands the critical importance of a strong and healthy working relationship between it and the executive management team and works hard to foster and grow that relationship. The Board ensures that the management team is appropriately qualified and experienced to discharge their responsibilities. The Board has established a Statement of Matters Reserved for the Board which states that the key responsibilities of the Board.
Board Composition and Functions
Under the company’s Constitution, the Board must have a minimum of three and a maximum of twelve Directors. One third of the Directors, with the exception of the Managing Director, must retire at the Annual General Meeting each year and may seek re-election. Additionally, any new Director, with the exception of the Managing Director, appointed by the Board must retire and may seek re-election in the year of appointment. The Board believes that its composition represents an appropriate balance of executive and non-executive Directors to achieve the promotion of shareholder interests and governance of the business effectively.
The Board's responsibilities and duties include the following:
- Appointing the Chief Executive Officer;
- Determining the strategic direction of the Group as an outcome of executive management recommendations and measuring performance against approved strategies;
- Adopting operating budgets at the commencement of each financial year and monitoring progress on a regular basis against budget by both financial and non-financial key performance indicators;
- Monitoring and overseeing the Group's financial position and risk management priorities;
- Evaluating the performance of the Chief Executive Officer and determining remuneration;
- Determining that satisfactory arrangements are in place for auditing the Group's financial affairs;
- Ensuring, where reasonable and appropriate, that policies and compliance systems consistent with the Group's objectives and industry best practice are in place, providing the necessary framework for the Group and its Officers to act legally, ethically and responsibly on all matters; and
- Ensuring a reasonable view from all relevant stakeholders is taken into account.
The Board of the Group currently consists of ten Non-Executive Directors and one Executive Director. The Chairman is a Non-Executive Director and six of the ten Non-Executive Directors are considered to be independent. Regardless, all Directors are required to bring independent judgment to bear in their board decision making. The Group maintains a mix of Directors on the Board from different backgrounds with complementary skills and experience. The Chairman is elected by the full Board.
The Group has adopted guidelines for testing the independence of Directors. A Director is considered to be independent if they satisfy certain criteria, the most significant being as follows:
- The Director must be in a non-executive role and any fees that may be paid by the Group for services provided must not be of an amount that could make the Director reliant on such remuneration. The Director must have no other material contractual relationship with the Group other than as a Director of the Group;
- The Director is not a substantial shareholder of the Company being defined in the Corporations Act as holding more than 5% of the voting shares of the company;
- The Director has not been employed in an executive capacity by the Group and has not been a principal of a material adviser or consultant to the Group within the last three years (other than noted below); and
- The Director is free from any interest which could reasonably be perceived to materially interfere with the Director's ability to act in the best interests of the Group.