The Articles of Association of the Company provide for a Board of 12 members. The Board has one executive director, who is the Managing Director. The Board has a Charter which clearly establishes its role and responsibilities. The primary role of the Board is to provide strategic guidance to the Company and effective oversight of management and Company performance. To assist in the performance of its role, the Board has established a number of Committees which have specific roles and responsibilities in key areas.
Board and Committee meetings are held quarterly with special or additional meetings held as necessary. Briefing material is provided to each director at least seven days prior to each meeting. The Company Secretary is responsible for coordinating the timely completion and despatch of Board meeting agendas and briefing material, and ensuring that Board procedures and applicable laws on Board functions are complied with. The Company Secretary also advises the Board on governance issues. The Chief Financial Officer is in attendance at all Board and Committee meetings. Designated senior executives are also in attendance at Committee meetings. This provides senior executives an opportunity to participate in board discussions at Committee level and further enables directors to meet and engage with them on matters of particular interest.
The Board and Governance Policies
Conflict of Interest Policy
The Company has a Conflict of Interest policy in place to assist directors and employees disclose potential conflicts of interest.
Insider Trading Policy
The Company has an Insider Trading Policy which requires that:
Directors, key management personnel, officers and employees refrain from dealing in the Company’s securities, during closed periods between the close of the Company’s half year (30th June) and annual reporting (31st December) periods and the relevant results or during prohibited periods whilst in possession of price sensitive information not yet released to the market.