Board Charter
 

 

Policies & Strategies > Board Charter

 

Role of the Board
The role of the Board is to provide leadership for and supervision over the Company’s affairs.

Responsibility of the Board
The Board is collectively responsible for promoting the success of the Company by:

A 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 (m) inclusively;
B Ensuring the Company is properly managed for example by
(i) appointing and removing the Chief Executive Officer
(ii) ratifying the appointment and, where appropriate, the removal of the Chief Financial
     Officer/Company Secretary
(iii) input into and final approval of management’s development of corporate strategy
     and performance objectives
(iv) reviewing and ratifying systems of risk management and internal compliance and
     control, codes of conduct and legal compliance
(v) monitoring senior management's performance and implementation of strategy, and
     ensuring appropriate resources are available
C Approving and monitoring the progress of major expenditure programmes, capital management, and acquisitions and divestitures
D Approval of the annual budget
E Monitoring the financial performance of the Company
F Approving and monitoring financial and other reporting, including the annual and half-year financial reports
G Reviewing procedures and practices employed in relation to health, safety and the environment and to assess their adequacy
H Monitoring continuous disclosure policy and procedures
I Approving the text of any public statement or release which contains or relates to financial forecasts or material which is significant as regards Company policy or strategy
J Convening and attend general meetings of the Company’s shareholders
K Assessing and approve the Company’s response to proposed transactions which would affect shareholders’ positions and rights as shareholders, and where relevant to make recommendations thereon to shareholders
L Implementing 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 and
M Liaising with the Company’s auditors

The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities.

The Board may from time to time, delegate some of its selective responsibilities listed above to its senior management team.

The Chairperson
The chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function and for briefing of all Directors in relation to issues arising at Board Meetings.

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. In carrying out his 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 result.

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.

Management is responsible for reporting material matters in the first instance to the Chief Executive Officer or if the matter concerns the Chief Executive Officer then directly to the Chairperson.