• Home
• Company
• Projects
• Investors
• Corporate Governance
• Careers
• Contact Us

Download Board Charter as a PDF document

The Board of Directors of the Company (Board) is responsible for the oversight of the business and affairs of the Company on behalf of the shareholders. The over-riding distinction between the role of the Board and its interaction with the role of management is seen as “Management formulates, the Board ratifies; Management implements, the Board monitors”.

The Board aims to generate wealth for shareholders while discharging its regulatory obligations and conducting the business in an ethical and responsible manner. This requires that the Board identifies all areas of significant business risk and ensures policies and procedures are in place to adequately manage those risks.

In discharging its stewardship the Board may use specialist subcommittees which are able to focus on a particular responsibility and provide informed feedback to the Board. To date, the Board has established an Audit & Compliance Committee and a Remuneration Committee, each which acts within its own charter as set by the Board.

The Board is responsible for the overall operation and stewardship of the Company and, in particular, is responsible for charting the direction, strategies and financial objectives. The Board fulfills these responsibilities by:

Strategy

• Providing input to, and approval of, the Company’s strategic direction and budgets as developed by management.
• Directing, monitoring and assessing the Group's performance against strategic and business plans, to determine if appropriate resources are available.
• Approving and monitoring capital management, major capital expenditure and project development acquisitions and divestments.

Risk management

• Identifying the principal risks of the Group's business.
• Reviewing and ratifying the Group's systems of internal compliance and control, risk management and legal compliance, to determine the integrity and effectiveness of those systems.
• Monitoring occupational health, safety and environmental performance and compliance and ensuring commitment of appropriate resources.

Reporting

• Approving and monitoring internal and external financial and other reporting, including reporting to shareholders, the ASX and other stakeholders.

Management

• Appointment and removal of the Managing Director.
• Appointment and removal of the Company Secretary
• Determining whether the remuneration and conditions of service of senior executives are appropriate.
• Establishing and monitoring executive succession planning.
• Delegating authority to the Managing Director.

Reporting

• Approving and monitoring internal and external financial and other reporting, including reporting to shareholders, the ASX and other stakeholders.

Performance

• Approving criteria for assessing performance of the Managing Director.
• Monitoring and evaluating the performance of the Managing Director.
• Undertaking an annual performance evaluation of itself.

Corporate governance

• Encouraging ethical behaviour and compliance with the Company’s Code of Conduct.
• Evaluating the Company's compliance with corporate governance standards.
• Performing such other functions as prescribed by law.

In performing the responsibilities set out above, the Board should act at all times in a manner designed to create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed on it by the Company's Constitution and by law. The responsibility for the operation and administration of the Company is delegated by the Board to the Managing Director and Chief Executive Officer. 

Directors are entitled to obtain access to Company documents and information and to meet with management. Directors are also entitled to seek independent professional advice, after appropriate consultation, at the expense of the Company, to assist them to carry out their duties as directors. Such advice is generally made available to all directors.

Composition

The Constitution of the Company provides for not less than three directors on the Board at all times. Details of directors experience, qualifications, special responsibilities and attendance at meetings is contained in the Directors Report, which forms part of the Company’s Half Year and Annual Financial Statements.

The Board recognizes the merits of separating the roles of Chairman and Chief Executive Officer. At each Annual General meeting, one third of the directors shall retire from office and may stand for re-election.