The Board has adopted a formal Board Charter which details the functions and responsibilities of the Board and distinguishes such functions and responsibilities from those which have been delegated to management.
The Board is responsible for:
- oversight of the Company and its governance, risk management and control systems;
- reviewing and approving corporate strategies, budgets, plans and policies developed by management and evaluating performance of the Group against those strategies and business plans in order to:
- monitor the performance of functions delegated to senior management including the progress of major capital expenditure, capital management, acquisitions, divestitures and strategic commitments; and
- assess the suitability of the Company’s overall strategies, business plans and resource allocation;
- approval of transactions exceeding delegate authority limits, upon consideration of recommendations submitted by subsidiary Chief Executive Officers (“CEO”);
- ensuring that effective audit, risk management and regulatory compliance programs are implemented to protect the Group’s assets and shareholder value;
- reviewing and approving governance policies;
- oversight of corporate governance matters pertaining to board management;
- appointing and removing the subsidiary CEOs;
- ratifying the appointment of the Chief Financial Officer (“CFO”) and the Company Secretary;
- evaluating the performance of the subsidiary CEOs and senior management;
- reviewing Board and executive succession planning;
- monitoring financial performance (including the audit process) to understand at all times the financial position of the Group
- oversight of the Company’s continuous disclosure obligations including approving the Group’s statutory accounts and directors’ reports;
- reporting to shareholders and other stakeholders;
- capital management, including issues, calls on, forfeiture of shares, declaration of dividend and share buy backs;
- membership and role of board sub-committees;
- reviewing the performance of the Board and board committees; and
- implementing a culture of compliance with the highest legal and ethical standards and business practices.