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INVESTOR RELATIONS

Principle 1

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Board of Directors


Role of the Board

The Board's primary role is the protection and enhancement of long-term shareholder value. To fulfill this role, the Board is responsible for the overall corporate governance of the Company, including guiding its strategic direction, approving and monitoring capital expenditure, monitoring financial performance, setting remuneration and reviewing the performance of the Chief Executive Officer. The Board is responsible for ensuring appointments, removals and succession plans for directors and where necessary, seeking shareholder approval. In addition, the Board is responsible for appointing, removing and creating succession polices for the Chief Executive Officer and senior executives. The Board establishes and monitors the achievement of management's goals, ensuring the integrity of internal control and management information systems and approves and monitors financial and other business related reporting.

 

In his role as Executive Chairman, Mr LH Ainsworth provides input into technical design, strategic guidance and overview of the Company with the responsibility for management of the day to day operations delegated to the Chief Executive Officer. Responsibilities are delineated by formal authority delegations.


Board Processes
To assist in the execution of its responsibilities, the Board has established three Board Sub-Committees namely the Remuneration and Nomination Committee, the Regulatory and Compliance Committee and the Audit Committee. Each Committee has a Charter which includes a more detailed description of their duties and responsibilities. These Charters are regularly reviewed and approved by the Board and are available in the Corporate Governance section of the Company's website. The Board has also established a framework for the management of the Company including a system of internal control, a business risk management process and the establishment of appropriate ethical standards.

 

The Board currently holds monthly scheduled meetings throughout the year and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise.

 

The agenda for the Board meetings is prepared in conjunction with the Chairperson, Chief Executive Officer and the Chief Financial Officer / Company Secretary. Standing items include declaration of interests or conflicts, the Chief Executive Officer's report, financial reports and any issues relating to strategic matters, governance and compliance requirements of the Company. Board papers and submissions are circulated in advance. Executives are regularly involved in Board discussions and directors have the opportunity for contact with a wider group of employees and other stakeholders.

During the year under review, the Board met ten times and the Board members' attendance record is disclosed in the table of directors' meetings on page 19 of the 2010 Annual Report.


Performance of Key Executives

The non-executive directors of the Remuneration and Nomination Committee review the performance of the Company's Chief Executive Officer and senior executives who directly report to the Chief Executive Officer. Their findings are reported to the Board. A performance management review process is undertaken which involves self-assessment and review against previously established goals and objectives set by the Board. The performance of the Company's senior executives has been assessed this year in accordance with this process. Key aspects of the review process are described below.

The Chief Executive Officer annually presents a self-assessment to the Non-Executive Directors of the Remuneration and Nomination Committee, who formally review the performance of the Chief Executive Officer. The key aspects of the assessment include financial performance measures, strategic initiatives, staff and human relations indicators and compliance performance. The Remuneration and Nomination Committee reports on the performance of the Chief Executive Officer to the Board.

The Chief Executive Officer evaluates, at least annually, the performance of the following key executives: Chief Financial Officer / Company Secretary, General Manager of Technical Services, General Manager of Manufacturing, Group Compliance Manager and Division Sales Managers. Both qualitative and quantitative measures are used that vary according to an individual's role. Factors that are taken into consideration when assessing performance include relative contributions to profit, how business is conducted, people leadership and adherence to the Company's Code of Conduct and compliance policies. These performance assessments are reviewed by the non-executive directors of the Remuneration and Nomination Committee and reported to the Board.

•  Meets ASX Corporate Governance Council's Recommendations 1.1,1.2,1.3

 

 
 
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