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BOARD Charter (BOARD Responsibilities (Business Performance
and Reporting…
BOARD Charter
BOARD Responsibilities
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Snr Exec Appointments
- Provide specific delegated authority to CEO to manage operations
- Determine terms of appointment, performance evaluation and replacement of the MD/CEO with guidance from the Board Noms Committee
Board performance
- Monitor board composition
- Identify and ealuate possible future direcors
- Evaluate board processes and performance of board, board committee, and individual directors with eternal assistance as required
- Establish board committees and determine charters, membership and composition
- Annually assess the indipendence of non-executive directors
- Approve board appointments to controlled entity boards
- Annually review charter
Strategy
- Drive strategic direction, set goals, performance and policy
- Review, approve and monitor corporate strategic plans, performance objectives, evaluate the assumptions and rationales underlying the plan
- Monitor Management's performance and implementation of strategy, ensuring appropriate resources are available
- Review, Approve and Monitor major strategic commitments
External Auditor
- Consider any changes to External Audit with the Board Audit and Risk committee, i.e. appointment and or removal
Stakeholder interests
- Serve in the interests of shareholders
- Recognise interests of other stakeholders i.e. employees, clients/customers, regulators and the community
- Make recommendations on significant issues to members at General Meetings
- Develop and monitor governance practices
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BOARD committees
Board Remuneration Committee
- Assist the board to discharge its obligation in setting board and executive remuneration
- Committee chair appointed by board + 2 directors. Membership is subject to annual review
- Majority of members must be financailly literate
Board Nominations Committee
- Corp governance practices
- Performance evaluation/remuneration
-CEO appointment
- Compliance with regulatory standards
- Ensuring board consists of member who are individually and collectively able to discharge the responsibilities of directors of the company
Board Audit and Risk Committee
- Assist to discharge obligations in :
- over-sighting the operation and appropriateness of financial and non-financial controls in the company
- financial reporting (internal/external) and risks associate with non-compliance with statutory and regulatory requirements within the risk management framework
ROLE
Provide strategic governance
Provide effective oversight and management as well as other responsibilities required by applicable law, regulation or codes
CHAIR
- Elected annually
- Leads board
- Chairs and oversees meetings of board and shareholders
- Proper cconduct of board meeting
- Primary point of contact between board and CEO/MD
- Maintain ongoing comms with CEO/MD and provide guidance
- Counselling individual directors
- Development of directors
CEO/MD
- Developing in conjunction with board - long term objectives/strategic plans, initiatives, performance and policies
- Effficient day to day operations
- Monitoring performance against KPIs, strat plan and budget
- Determine terms of appointment, performance evaluation, succession planning, replacement of exec direct reports, in consultation with the Board Nominations Committee
VALUES - code of conduct
- Regard the values, philosophies and principles established
- Values are reinforced through policies and culture
- Directors are bound by relevant people management policies
- Directors are bound by the Directors code of Cunduct
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BOARD renewal
- Policy to ensure renewal remains open to new ideas and independent thinking
- Directors tenure will be reviewed if the director is approaching a service period of three concurrent terms of office. (unless agreed by board majority that it is in the best interest of the org)
- Matters for consideration by the board to include
- Average tenure
- Directors having served on the board for a period that could be perceived to interfere with the ability to act in the best interests of the organisation
- Renewal which occurred at board committees
INDEPENDENCE
- Independent directors are non-exec directors free from association i.e. shareholding, past management, supplier, customer or adviser that could interfere with independent judgement. (verification is required should circumstances change0
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Other matters
- governed by the organisations constitution