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Board

Laying Solid Foundations for Management and Oversight

Role and Responsibilities of the Board

The board exists to lead and oversee the management and direction of the Company.

After appropriate consultation with executive management the board:

• sets the strategic direction and defines the business objectives of the Company.  It subsequently monitors performance and achievements of the Company’s objectives;
• selects and appoints the chief executive, determines conditions of service of CEO and other executives and monitors performance;
• monitors financial outcomes and the integrity of reporting systems and in particular approves annual and periodic budgets;
• sets limits of authority for committing to expenditure, entering contracts, and acquiring or divesting of projects;
• oversees the reporting on matters of compliance with corporate policies and laws, takes responsibility for risk management processes and a review of executive management of the Company; and 
• ensures effective and timely reporting to shareholders.
  

Structuring the Board to Add Value

Composition of the Board

The names of the directors of the Company and their qualifications and experience are set out in the ‘Board’ window of this website.

The composition of the board is determined so as to provide the Company with a broad base of industry, business, technical, administrative, financial and corporate skills and experience considered necessary to represent shareholders and fulfil the business objectives of the Company. 

The recommendations of best practice are that a majority of the directors and in particular the Chairperson should be independent.  An independent director is one who:

• does not hold an executive position;
• is not a substantial shareholder of the Company or an officer or otherwise associated directly or indirectly with a substantial shareholder of the Company;
• has not within the last 3 years been employed in an executive capacity by the Company or another group member or been a director after ceasing to hold such employment;
• is not a principal of a professional adviser to the Company or another group member;
• is not a significant supplier or customer of the Company or another group member, or an officer of, or otherwise associated directly or indirectly with a significant supplier or customer;
• has no significant contractual relationship with the Company or any other group member other than as a director of the Company; and
• is free from any interest and any business or other relationship which could or could reasonably be perceived to materially interfere with the director’s ability to act in the best interests of the Company.

The board does not currently have a permanently designated chairperson.  As a consequence, the board elects a chairperson before each meeting in accordance with the requirements of the constitution.  Any potential conflicts are resolved during the election process.

Whilst Mr Adrian is a non-executive director, through a related entity, he provides significant services to the Company in relation to the Balla Balla project and therefore cannot be regarded as satisfying the conditions outlined above for an independent director.  Mr Schaus and Mr Sillcock both hold executive positions in the Company and therefore do not meet the above criteria.  Mr Zhang is a non-executive director and substantial shareholder of the Company.  In addition, he controls RockCheck Steel Group Ltd, an entity that has entered into a long terms sales contract with the Company and as a consequence does not meet the above criteria.  Mr Bilbe is an independent non-executive director.

Nomination of Other Board Members

The Board considers that the establishment of a nominations committee is unnecessary given that the board is not of a size sufficient to justify the formation of a board sub-committee for this task.  The board at least annually reviews its composition to determine if additional core strengths are required to be added to the board in light of the nature of the Company’s businesses and its objectives. 

Independent Advice

Consistent with CGC Principle 2, each director may, with the prior written approval of the Chairman, obtain independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director or as a member of a Board Committee. The Company will reimburse the director for the reasonable expense of obtaining that advice.

The Company has not met the CGC Recommendations 2.1, 2.2, 2.3 and 2.4.