- Role of the Board
The role of the Board is to provide leadership for and supervision over the Company’s affairs.
Responsibility for management of the Company’s business activities is delegated to the Chief Executive Officer, who is accountable to the Board.
- Responsibilities of the Board
The Board is collectively responsible for promoting the success of the Company by:
- supervising the Company’s framework of control and accountability systems to enable risk to be assessed and managed which includes but is not limited to (b) to (k);
- ensuring the Company is properly managed for example by:
- appointing and removing the Chief Executive Officer of the Company;
- ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer and the Company Secretary;
- input into and final approval of management's development of corporate strategy and performance objectives;
- reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance;
- monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available;
- requiring management to design and implement a risk management and internal control system to manage the company’s material business risks and to report to the Board whether those risks are being managed effectively, and disclosing that this has been performed;
- approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
- sets and reviews strategic direction and approves the annual budget;
- monitoring the financial performance of the Company;
- approving and monitoring financial and other reporting;
- overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company;
- liaising with the Company’s external auditors and Audit Committee; and
- monitoring, and ensuring compliance with, all of the Company's legal obligations, in particular those obligations relating to the environment, native title, cultural heritage and occupational health and safety
- reviewing the competitiveness of the Company’s executive compensation programs to attract and retain corporate officers and motivate them to achieve business objectives, reviewing the performance of executive management, and approving the use of the company’s securities as part of compensation.
- deciding on the choice of any new director(s) upon the creation of any new board position and / or if any casual vacancy arises.
The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities.
- Board Membership
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the appointment and further expense of additional non-executive independent directors. The Board is satisfied that there is sufficient independence of view and lack of association between directors to modify any reservations which shareholders might have in this regard.
The re-election of directors shall take place in accordance with the Company’s Constitution.
- The Chairman
The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board's function, and for the briefing of all directors in relation to issues arising at Board meetings.
The Chairman is responsible for arranging the annual Board performance evaluation.
- Independent Directors
Where the chairman is not an independent director, the Company will appoint a lead independent director. The lead independent director will takeover the role of the chairman when the chairman is unable to act in that capacity as a result of his or her lack of independence.
The independent directors, along with all directors, are responsible for the reviewing and challenging executive performance. They are also responsible for contributing to the development of strategy.
- The Chief Executive Officer
The Chief Executive Officer is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. The Chief Executive Officer is also responsible for shareholder communication. In carrying out his/her responsibilities the Chief Executive Officer must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial condition and operational results.
- Role and Responsibility of Management
The role of management is to support the Chief Executive Officer and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.
- Independent Professional Advice
If a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a director then, provided the director first obtains approval for incurring such expense from the chairman, the Company will pay the reasonable expenses associated with obtaining such advice.
- Process for evaluating the performance of the Board, its Committees and individual directors
The Board reviews and evaluates the performance of the Board and its Committees.
This process should involve consideration of all the Board’s key areas of responsibility. The assessment should be made in relation to the Board’s contribution as a whole and should specifically review areas in which the Board and/or management contribution may be improved.
An external independent consultant may be brought in to review and make recommendations on any aspect of the Board’s activities from time to time.
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