The Board of Directors, its role:

 

Shareholders hold the Board of Directors responsible for the stewardship of the Company’s affairs, delegating authority to the Directors to govern and direct the management of the Company on their behalf and holding them accountable for its performance.  That involves both the role of monitoring the performance of management and the pro-active role of aiding and supporting management in its job of growing the Company’s business.

Much of the detailed and technical work that is required of the Board of Directors is delegated to 3 committees – Audit, Remuneration and Nomination.

The Nomination Committee consists of Lucy Neville-Rolfe (Chairman), Jonathan Lloyd and Eamonn O'Hare.  This Committee is responsible for evaluating the skills and experience required by the Board and recommending the appointment and re-election of Directors.  The Committee meets annually or more frequently if required. 

Terms of Reference for the Audit Committee and Remuneration Committee.

The following matters are specifically reserved for decision by the Board:

1.   Appointment of new Director.

2.    a.   Appointment of members of Board Committees.

       b.   Appointment of chairmen / women of Board Committees.

3.    Appointment of Company Secretary.

4.    a.   Appointment of Bankers.

       b.   Appointment of Nominated Advisers.

5.    a.   Approval of Company’s development and financial strategy.

       b.   Approval of annual budget.

       c.   Approval of annual CAPEX budget

      d.   Approval of new capital developments and acquisition (Quorum of 3 Board members
            required).
 
      e.   Approval of Dividends to Shareholders.  
 
      f.   Approval of granting of Stock Options or other Share Incentive Plans.

      g.   Approval of Company’s Annual Report, Half Year Report, Stock 
           Exchange Announcements of Results.

6.   Approval of Committee / management recommendations on:

       a.   Internal controls (Audit Committee).

       b.   Risks (Audit Committee).

       c.   Health and safety / environmental issues.

      d.   Remuneration of Executive and Non-executive Directors
            (Remuneration Committee).
 
      e.   Corporate Governance.

 

Last updated: 27th December 2007 - 11.53am