1. BOARD CHARTER
The Board of Directors is responsible for guiding and monitoring the Company on behalf of shareholders by whom they are elected and to whom they are accountable.
The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.
The monitoring and ultimate control of the business of the Company is vested in the Board. The Board&rsquo s primary responsibility is to oversee the Company&rsquo s business activities and management, including its control and accountability systems, for the benefit of the Company&rsquo s shareholders. The specific responsibilities of the Board include:
(a) appointment, evaluation, rewarding and if necessary the removal of the Managing Director
(b) in conjunction with management, development of corporate objectives, strategy and operations plans and approving and appropriately monitoring plans, new investments, major capital expenditures, capital management, acquisitions, divestitures and major funding activities
(c) establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently
(d) monitoring the performance including the implementation of strategy, and ensuring appropriate resources are available
(e) via management, an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks
(f) satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review
(g) satisfying itself that there are appropriate controls are in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately
(h) to ensure that appropriate audit arrangements are in place and operating effectively
(j) reporting to shareholders.
Each director has the right to seek independent professional advice on matters relating to his position as a director of the Company at the Company&rsquo s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.
In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.
In accordance with the constitution of the Company, directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every 3 years. The Board does not specify a maximum term for which a director may hold office.
The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities.
The Managing Director is accountable to the Board for all authority delegated to the position.
Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management&rsquo s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:
(a) Board approval and monitoring of a strategic plan and
(b) approval of annual budgets