The primary responsibility of the Board is to represent and advance shareholders' interests and to protect the interests of stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The responsibilities of the Board include:
- Protection and enhancement of shareholder value.
- Formulation, review and approval of the objectives and strategic direction of the Company.
- Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results.
- Approving all significant business transactions including acquisitions, divestments and capital expenditure.
- Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained.
- The identification of significant business risks and ensuring that such risks are adequately managed.
- The review of performance and remuneration of executive directors and key staff.
- The establishment and maintenance of appropriate ethical standards.
- Evaluating and, where appropriate, adopting with or without modification the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations.
Details of the composition of the Board are set out in Section 3.1 and a summary of provisions in the Constitution concerning the number, appointment and election of Directors is set out in Section 8.
The Board reviews the performance of each executive Director on an ongoing basis. The Chairman will review the performance of the non executive Directors on an ongoing basis.
Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.
Directors have the right, in connection with their duties and responsibilities as directors, to seek appropriate independent professional advice at the Company's expense. Prior written approval of the Chairman is required, which will not be unreasonably withheld. The Company seeks to follow the best practice recommendations for listed companies where appropriate for its size and complexity of its operations. The Company presently considers that its present size and scope of activities do not justify the establishment of any special or separate board committees, including audit, remuneration or nomination committees, preferring at this stage to manage the Company through the full board of Directors.
As the Company's activities increase in size, scope and/or nature the Company's corporate governance principles will be reviewed by the Board and amended as appropriate.
The Board recognises its duty to implement monitoring policies to ensure that all major developments affecting the Company's financial position and state of affairs are notified to Shareholders and other stakeholders in a timely manner.