PRINCIPLE 1 €“ LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Role of the Board

The Board is responsible for the long term growth and financial performance of the Company.  The Board charts the strategic direction of the Company and monitors executive and senior management performance on behalf of shareholders.  To achieve this, the Board is engaged in the following activities:

• Providing input into and final approval of corporate strategies and performance objectives developed by senior management
• Approval and monitoring of financial and other reporting
• Monitoring of executive and senior management performance, including the implementation of corporate strategies, and ensuring appropriate resources are available
• Appointment and monitoring of the performance of the Managing Director
• Liaison with the Company’s External Auditor through the Audit Committee
• Ensuring that the Company has appropriate systems of risk management and internal controls, reporting mechanisms and delegation authority limits in place
• Approval and monitoring of the progress of major capital expenditure, capital management, acquisitions and divestments
• Any other matters required to be dealt with by the Board from time to time depending upon circumstances of the Company
• Other matters referred to in the Board Committee charters

The Board operates under a charter that details the functions and responsibilities of the Board.  The charter is regularly reviewed to ensure it remains consistent with the Board’s objectives and responsibilities.

Delegations Policy

The Board has approved a Delegations Policy which clearly outlines the authorities of the Board and those which have been delegated to senior management.  The policy ensures that senior management understands the authorities delegated by the Board and are accountable to the Board for its compliance.  Regular reviews are conducted on the appropriateness of the delegated authorities, and any material breaches are reported to the Board.  

Letter of Appointment

New directors of the Company are provided with a formal letter of appointment which outlines the key terms and conditions of their appointment.  Similarly, senior executives including the Managing Director and Chief Financial Officer have formal job descriptions and letter of appointment describing their salary arrangements, rights and responsibilities and entitlements on termination.

Performance Reviews

Performance reviews of staff including senior executives are conducted formally on an annual basis.  The performance review process is critical to the development of staff and enables performance issues to be addressed.  The Company has identified core competencies for the key roles in the organisation and these are incorporated into the job descriptions.  During the performance review process, the performance of staff is assessed against the business objectives and core competencies.