Role of the BoardThe Board's primary role is to guide and monitor the business and affairs of the Consolidated Entity on behalf of the shareholders by whom they are elected and to whom they are accountable including the protection and enhancement of long-term shareholder value.
To fulfill this role, the Board is responsible for the overall corporate governance of the Consolidated Entity including:
Board processThe Board currently holds regular meetings each year, plus any extraordinary meetings at such other times as may be necessary to address significant matters that may arise and Executives are regularly invited to participate in Board discussions.
The agenda for meetings is prepared by the Company Secretary and/or the Executive Chairman and includes standing items such as financial and operational reports, strategic matters, governance and compliance. Board papers are circulated to the Directors in advance of all scheduled meetings.
Independent professional advice and access to informationIn fulfilling their obligations, each Director has the right of access to all relevant information held by the Company and to the Company's Executives and, subject to prior consultation with the Chairman, may seek independent professional advice from a suitably qualified adviser at the Consolidated Entity's expense.
The Director must consult with an adviser suitably qualified in the relevant field, and obtain the Chairman's approval of the fee payable for the advice before proceeding with the consultation which will not be unreasonably withheld. A copy of the advice received by the Director is made available to all members of the Board.
Composition of the BoardThe names of the Directors of the Consolidated Entity in office at present are set out in Corporate Information.
The composition of the Board is determined applying the following principles and guidelines:
Notwithstanding the Council's recommendation that the majority of the Board should consist of independent Directors, the Board is of the opinion that the objectives and current strategy of the Consolidated Entity are best served and achievable by a Board comprised of a majority of persons associated with the Consolidated Entity since its inception, irrespective of their degree of independence.It is the Board's intention to continue to review and assess the benefits associated with the introduction of additional external independent Non-Executive Directors.