Primary Board Charter. This policy sets out the major principles adopted by the Board to manage its affairs and enable it to discharge its responsibilities. It operates in conjunction with the constitution of the Company and relevant laws (including under the Corporations Act 2001 (Cth) (Corporations Act) and ASX Listing Rules. 1.1 Responsibilities and functions of the Board The Board is responsible for setting the purpose, values and strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance. The Board's overriding objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of all shareholders, whilst ensuring that the Company is properly managed. Directors must fulfil their fiduciary obligations to shareholders, but will also take into consideration the interests of other stakeholders in the Company, including employees, customers, creditors and others with a legitimate interest in the Company's affairs. The Board reviews and approves the Company’s business plans and guiding policies. Day to day management of the Company’s affairs and implementation of its strategy and policy initiatives are delegated to the Chief Executive Officer (or equivalent role) and by him or her to other senior executives. For guidance, the Board has also developed a broad set of policies (included as Section 6 to this Policy) describing an employee code and standards of conduct, the position on bribery, corruption, gifts and donations, how to deal with conflicts of interest, disclosure to the investment community, shareholder communication strategy and performance evaluation of the Board. The primary functions of the Board include: » Defining the purpose, approving the corporate values and code of conduct, and setting overall goals for the Company; » setting strategies, objectives and plans for the Company's businesses to achieve these goals; » ensuring that business risks are identified and approving systems and controls to manage those risks and monitor compliance; » monitoring the effectiveness of the governance framework; » approving the Company's major human resources policies for alignment with its purpose and values, and overseeing the development strategies for senior and high performing executives; » approving financial plans and annual budgets; » monitoring executive management and business performance in the implementation and achievement of strategic and business objectives; » approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding); » appointing and removing the Chief Executive Officer and ratifying the appointment and removal of executives reporting directly to the Chief Executive Officer (senior executives); » reporting to shareholders on the Company’s strategic direction and performance including constructive engagement in the development, execution and modification of the Company's strategies; » overseeing the management of occupational health and safety and environmental performance; » determining that satisfactory arrangements are in place for auditing the Company’s financial affairs; » meeting statutory and regulatory requirements and overseeing the way in which the business risks and the assets of the Company are managed. 1.2 Composition of the Board The composition of the Board is determined using the following principles: » The Board is comprised of a minimum of 3 and a maximum of 10 directors. The directors have power under the Company's constitution to determine the maximum number of directors from time to time, above 3 but not more than 10 directors. » The Chairman of the Board is to be an independent non-executive director and is not to be the Chief Executive Officer of the Company. » Independent non-executive directors shall always comprise at least half of the Board. » The Board in considering "independence" is to have regard to the ASX's published "Corporate Governance Principles and Recommendations" (ASX Recommendations) and in particular the ASX views of the factors relevant to independence (as outlined in Box 2.3 of the ASX Recommendations) in each case, the materiality of the interest, position, association or relationship needs to be assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally. 1.3 Appointment and retirement of directors The Nomination and Remuneration Committee will regularly review the composition of the Board and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or puts forward to shareholders a new candidate for election as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors, considering the range of skills and experience required in light of: » the current composition of the Board; » the need for independence; » the need for diversity in succession planning » the strategic direction and progress of the Company » knowledge of specific aspects of the industry; and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified and appointed as a casual vacancy, the appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders on the election of directors: » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; » steps taken to ensure a diverse range of candidates are considered; » factors taken into account in the selection process; and
Appears in 2 contracts
Samples: Corporate Governance Policy, Corporate Governance Policy
Primary Board Charter. This policy sets out the major principles adopted by the Board to manage its affairs and enable it to discharge its responsibilities. It operates in conjunction with the constitution of the Company and relevant laws (including under the Corporations Act 2001 (Cth) (Corporations Act) and ASX Listing Rules.
1.1 Responsibilities and functions of the Board The Board is responsible for setting the purpose, values and strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance. The Board's overriding objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of all shareholders, whilst ensuring that the Company is properly managed. Directors must fulfil their fiduciary obligations to shareholders, but will also take into consideration the interests of other stakeholders in the Company, including employees, customers, creditors and others with a legitimate interest in the Company's affairs. The Board reviews and approves the Company’s business plans and guiding policies. Day to day management of the Company’s affairs and implementation of its strategy and policy initiatives are delegated to the Chief Executive Officer (or equivalent role) and by him or her to other senior executives. For guidance, the Board has also developed a broad set of policies (included attached as Section 6 to this Policy) describing an employee code and standards of conduct, the position on bribery, corruption, gifts and donations, how to deal with conflicts of interest, disclosure to the investment community, shareholder communication strategy and performance evaluation of the Board. The primary functions of the Board include: » Defining the purpose, approving the corporate values and code of conduct, and setting overall goals for the Company; » setting approving strategies, objectives and plans for the Company's businesses to achieve these goals; » ensuring that business risks are identified and approving systems and controls to manage those risks and monitor compliance; » monitoring the effectiveness of the governance framework; » approving the Company's major human resources policies for alignment with its purpose and values, and overseeing the development strategies for senior and high performing executives; » approving financial plans and annual budgets; » monitoring executive management and business performance in the implementation and achievement of strategic and business objectives; » approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding); » appointing and removing the Chief Executive Officer and ratifying the appointment and removal of executives reporting directly to the Chief Executive Officer (senior executives); » reporting to shareholders on the Company’s strategic direction and performance including constructive engagement in the development, execution and modification of the Company's strategies; » overseeing the management of occupational health and safety and environmental performance; » determining that satisfactory arrangements are in place for auditing the Company’s financial affairs; » meeting statutory and regulatory requirements and overseeing the way in which the business risks and the assets of the Company are managed.
1.2 Composition of the Board The composition of the Board is determined using the following principles: » The Board is comprised of a minimum of 3 and a maximum of 10 directors. The directors have power under the Company's constitution to determine the maximum number of directors from time to time, above 3 but not more than 10 directors. » The Chairman of the Board is to be an independent non-executive director and is not to be the Chief Executive Officer of the Company. » Independent non-executive directors shall always comprise at least half of the Board. » The Board in considering "independence" is to have regard to the ASX's published "Corporate Governance Principles and Recommendations" (ASX Recommendations) and in particular the ASX views of the factors relevant to independence (as outlined in Box 2.3 of the ASX Recommendations) in each case, the materiality of the interest, position, association or relationship needs to be assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally.
1.3 Appointment and retirement of directors The Nomination and Remuneration Committee will regularly review the composition of the Board and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or puts forward to shareholders a new candidate for election as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors, considering the range of skills and experience required in light of: » the current composition of the Board; » the need for independence; » the need for diversity in succession planning » the strategic direction and progress of the Company » knowledge of specific aspects of the industry; and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified and appointed as a casual vacancy, the appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders on the election of directors: » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; » steps taken to ensure a diverse range of candidates are considered; » factors taken into account in the selection process; and
Appears in 1 contract
Samples: Corporate Governance Policy
Primary Board Charter. This policy sets out the major principles adopted by the Board to manage its affairs and enable it to discharge its responsibilities. It operates in conjunction with the constitution of the Company and relevant laws (including under the Corporations Act 2001 (Cth) (Corporations Act) and ASX Listing Rules.
1.1 Responsibilities and functions of the Board The Board is responsible for setting the purpose, values and strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance. The Board's overriding objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of all shareholders, whilst ensuring that the Company is properly managed. Directors must fulfil their fiduciary obligations to shareholders, but will also take into consideration the interests of other stakeholders in the Company, including employees, customers, creditors and others with a legitimate interest in the Company's affairs. The Board reviews and approves the Company’s business plans and guiding policies. Day to day management of the Company’s affairs and implementation of its strategy and policy initiatives are delegated to the Chief Executive Officer (or equivalent role) Managing Director and by him or her to other senior executives. For guidance, the Board has also developed a broad set of policies (included attached as Section 6 to this Policy) describing an employee code and standards of conduct, the position on bribery, corruption, gifts and donations, how to deal with conflicts of interest, disclosure to the investment community, shareholder communication strategy and performance evaluation of the Board. The primary functions of the Board include: » Defining the purpose, approving the corporate values and code of conduct, and setting overall goals for the Company; » setting approving strategies, objectives and plans for the Company's businesses to achieve these goals; » ensuring that business risks are identified and approving systems and controls to manage those risks and monitor compliance; » monitoring the effectiveness of the governance framework; » approving the Company's major human resources policies for alignment with its purpose and values, and overseeing the development strategies for senior and high performing executives; » approving financial plans and annual budgets; » monitoring executive management and business performance in the implementation and achievement of strategic and business objectives; » approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding); » appointing and removing the Chief Executive Officer Managing Director (if applicable) and ratifying the appointment and removal of executives reporting directly to the Chief Executive Officer Managing Director (senior executives); » reporting to shareholders on the Company’s strategic direction and performance including constructive engagement in the development, execution and modification of the Company's strategies; » overseeing the management of occupational health and safety and environmental performance; » determining that satisfactory arrangements are in place for auditing the Company’s financial affairs; » meeting statutory and regulatory requirements and overseeing the way in which the business risks and the assets of the Company are managed.
1.2 Composition of the Board The composition of the Board is determined using the following principles: » The Board is comprised of a minimum of 3 and a maximum of 10 directors. The directors have power under the Company's constitution to determine the maximum number of directors from time to time, above 3 but not more than 10 directors. » The Chairman of the Board is to be an independent non-executive director and is not to be the Chief Executive Officer of the Company. » Independent non-executive directors shall always comprise at least half of the Board. » The Board in considering "independence" is to have regard to the ASX's published "Corporate Governance Principles and Recommendations" (ASX Recommendations) and in particular the ASX views of the factors relevant to independence (as outlined in Box 2.3 of the ASX Recommendations) in each case each case, the materiality of the interest, position, association or relationship needs to be assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally.
1.3 Appointment and retirement of directors The Nomination and Remuneration Committee will regularly review the composition of the Board and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or puts forward to shareholders security holder a new candidate for election election, as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors, considering the range of skills and experience required in light of: » the current composition of the Board; » the need for independence; » the need for diversity in succession planning » the strategic direction and progress of the Company » knowledge of specific aspects of the industryCompany; and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified and appointed as a casual vacancyidentified, the appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders on the election of directors: » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; » steps taken to ensure a diverse range of candidates are considered; » factors taken into account in the selection process; andand » a statement from the Board as to whether it supports the proposed candidate(s) nomination. The following information about the candidate standing for election or re-election as a director should be provided to shareholders to enable them to make an informed decision on whether or not to elect or re- elect the candidate: » biographical details, including their relevant qualifications and experience and the skills they bring to the Board; » details of any other material directorships currently held by the candidate; » in the case of a candidate standing for election as a director for the first time: • any material adverse information revealed by the checks the Company has performed about the director; • details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally; • if the Board considers that the candidate will, if elected, qualify as an independent director, a statement to that effect; » in the case of a candidate standing for re-election as a director: • the term of office currently served by the director; • if the Board considers the director to be an independent director, a statement to that effect; and • a statement by the Board as to whether it supports the election or re-election of the candidate. A candidate for appointment or election as a non-executive director should provide the Board or nomination committee with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate should also provide details of his or her other commitments and an indication of time involved, and should specifically acknowledge to the Company that he or she will have sufficient time to fulfil his or her responsibilities as a director. No director except the Managing Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting (AGM) following the director’s election, whichever is the longer, without submitting himself or herself for re-election. One third of all directors, except the Managing Director, will retire by rotation each year but may offer themselves for re-election for a further 3-year period. The Company does not have a policy with regard to establishing a maximum term for the appointment of a director. The Company will enter into written agreements with each director and senior executive, which will set out the terms of their appointment. In the case of a non-executive director, the agreement should generally set out: » the term of appointment; » the time commitment envisaged, including any expectations regarding involvement with committee work and any other special duties attaching to the position; » remuneration, including superannuation entitlements; » the requirement to disclose directors’ interests and any matters which may affect the director’s independence; » the requirement to comply with key corporate policies, including the Company’s code of conduct and its trading policy; » the Company’s policy on when directors may seek independent professional advice at the expense of the Company (which generally should be whenever directors, especially non-executive directors, judge such advice necessary for them to discharge their responsibilities as directors); » the circumstances in which the director’s office becomes vacant; » indemnity and insurance arrangements; » ongoing rights of access to corporate information; and » ongoing confidentiality obligations. In the case of an executive director or other senior executive, the agreement should generally set out the information above (to the extent applicable), as well as: » a description of their position, duties and responsibilities; » the person or body to whom they report; » the circumstances in which their service may be terminated (with or without notice); and » any entitlements on termination.
Appears in 1 contract
Samples: Corporate Governance Policy
Primary Board Charter. This policy sets out the major principles adopted by the Board to manage its affairs and enable it to discharge its responsibilities. It operates in conjunction with the constitution of the Company and relevant laws (including under the Corporations Act 2001 (Cth) (Corporations Act) and ASX Listing Rules.
1.1 Responsibilities and functions of the Board The Board is responsible for setting the purpose, values and strategic direction of the Company and for overseeing and monitoring its businesses and affairs. Directors are accountable to the shareholders for the Company’s performance. The Board's overriding objective is to increase shareholder value within an appropriate framework that protects the rights and enhances the interests of all shareholders, whilst ensuring that the Company is properly managed. Directors must fulfil their fiduciary obligations to shareholders, but will also take into consideration the interests of other stakeholders in the Company, including employees, customers, creditors and others with a legitimate interest in the Company's affairs. The Board reviews and approves the Company’s business plans and guiding policies. Day to day management of the Company’s affairs and implementation of its strategy and policy initiatives are delegated to the Chief Executive Officer (or equivalent role) and by him or her to other senior executives. For guidance, the Board has also developed a broad set of policies (included attached as Section 6 0 to this Policy) describing an employee code and standards of conduct, the position on bribery, corruption, gifts and donations, how to deal with conflicts of interest, disclosure to the investment community, shareholder communication strategy and performance evaluation of the Board. The primary functions of the Board include: » Defining the purpose, approving the corporate values and code of conduct, and setting overall goals for the Company; » setting strategies, objectives and plans for the Company's businesses to achieve these goals; » ensuring that business risks are identified and approving systems and controls to manage those risks and monitor compliance; » monitoring the effectiveness of the governance framework; » approving the Company's major human resources policies for alignment with its purpose and values, and overseeing the development strategies for senior and high performing executives; » approving financial plans and annual budgets; » monitoring executive management and business performance in the implementation and achievement of strategic and business objectives; » approving key management recommendations (such as major capital expenditure, acquisitions, divestments, restructuring and funding); » appointing and removing the Chief Executive Officer and ratifying the appointment and removal of executives reporting directly to the Chief Executive Officer (senior executives); » reporting to shareholders on the Company’s strategic direction and performance including constructive engagement in the development, execution and modification of the Company's strategies; » overseeing the management of occupational health and safety and environmental performance; » determining that satisfactory arrangements are in place for auditing the Company’s financial affairs; » meeting statutory and regulatory requirements and overseeing the way in which the business risks and the assets of the Company are managed.
1.2 Composition of the Board The composition of the Board is determined using the following principles: » The Board is comprised of a minimum of 3 and a maximum of 10 directors. The directors have power under the Company's constitution to determine the maximum number of directors from time to time, above 3 but not more than 10 directors. » The Chairman of the Board is to be an independent non-executive director and is not to be the Chief Executive Officer of the Company. » Independent non-executive directors shall always comprise at least half of the Board. » The Board in considering "independence" is to have regard to the ASX's published "Corporate Governance Principles and Recommendations" (ASX Recommendations) and in particular the ASX views of the factors relevant to independence (as outlined in Box 2.3 of the ASX Recommendations) in each case, the materiality of the interest, position, association or relationship needs to be assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity and its security holders generally.
1.3 Appointment and retirement of directors The Nomination and Remuneration Committee will regularly review the composition of the Board and if it is considered appropriate to appoint new directors to the Board, will arrange for the matter to be discussed at a full Board meeting. Nominations are received and reviewed by the Board. The Board will then determine any special qualifications, experience or other prerequisites for the new director, and the manner of selecting such a director. The Nomination and Remuneration Committee will ensure that appropriate checks (including checks as to the person's character, experience, education, criminal record and bankruptcy history) are undertaken before it appoints a person, or puts forward to shareholders a new candidate for election as a director. The Nomination and Remuneration Committee may use external consultants to access a wide base of potential directors, considering the range of skills and experience required in light of: » the current composition of the Board; » the need for independence; » the need for diversity in succession planning » the strategic direction and progress of the Company » knowledge of specific aspects of the industry; and » the geographic spread and diversity of the Company's business. If the need for a new Board member is identified and appointed as a casual vacancy, the appointee must stand for election at the next general meeting of shareholders. In order to provide greater transparency around the appointment process, the Company will provide the following information to shareholders on the election of directors: » an overview of the process used to identify candidates, including use of a skills matrix or external consultants; » steps taken to ensure a diverse range of candidates are considered; » factors taken into account in the selection process; and
Appears in 1 contract
Samples: Corporate Governance Policy
