Board

The Chair of the Company is the leader of the Board of Directors and maintains an active presence within the Company communicating and developing a good working relationship with the Chief Executive Officer and all other members of the Board.

The Chair is the senior point of contact for the Company’s shareholders and stakeholders. Responsible for maintaining the highest standards of corporate governance, and setting clear communication of the Company’s strategy, culture, values and behaviours, the Chair will ensure that there are good information flows within the Board and its Committees and that the Board’s composition and capabilities are aligned with the requirements, challenges and opportunities facing the business.

Possessed of an exceptional understanding of the dynamics of the business, where it has come from, its present strategy and performance, and shareholder expectations, the Chair regularly reviews the composition of the Board, and evaluates the effectiveness of the Board, its Committees and all Directors and other senior executives of the Company, ensuring necessary action is taken when required.

The CEO reports to the Chair and the Board and is the senior manager of the Company.

The CEO provides the vision, leadership, decision making and motivation to help the Company achieve outstanding results whilst safeguarding shareholder capital.

The CEO ensures that all the affairs of the Company are administered and discharged in an exemplary manner, befitting a leading listed company and in compliance with all prevailing laws, regulatory requirements, applicable codes of conduct and accepted best standards of operation and control. The CEO ensures that all appropriate matters are brought before the Board for approval on a timely and properly informed basis and has particular responsibility for ensuring that strong and effective health and safety policies and practices are in place in all of the Company’s workplaces and operations.

The CEO manages the implementation of major corporate policies, serves as the chief spokesperson for the Company and manages shareholder relations.

The CFO is responsible for the finances of the Company and for all matters relating to finance, accounting, treasury management, capital structures, procurement, risk management and audit of the Company and each of its subsidiaries. The CFO oversees the raising of capital and debt financing.

Although reporting to the CEO, the CFO also has a direct reporting responsibility to the Board on all matters within the scope of the CFO’s responsibilities and ensures that the Board is kept fully advised of all material matters arising with respect thereto, in a timely and properly informed basis.

The CFO advises and assists the CEO and the Chair on long-term financial and business planning and in establishing and maintaining good relationships with shareholders, external partners and other stakeholders.

The Board of Directors exercises oversight and overall control of the Company, its strategy and all of its undertakings and operations in accordance with the law, the Company’s Articles of Association and its established policies and procedures, including the Company’s “Board Charter and Matters Reserved for the Board”.

Directors are appointed and dismissed by vote of the shareholders; however, the Board of Directors can dismiss a Director for cause at any time and, subject to subsequent approval by the shareholders, can appoint a Director pending a shareholder meeting.

An INED holds no executive office within the Company and has the same legal obligations towards the Company and its shareholders as any other Director.

An INED provides independent oversight, challenge and strategic guidance to the Board, ensuring accountability, strong governance, and protection of all shareholders’ and stakeholders’ interests. INEDs do not have any ties to any stakeholder.

A NED holds no executive office within the Company and has the same legal obligations towards the Company and its shareholders as any other Director.

A NED provides oversight, challenge and strategic guidance to the Board, ensuring accountability, strong governance, and protection of all shareholders’ and stakeholders’ interests but has connections to the Company (e.g. shareholder, former executive or related party) and often represents specific stakeholder interests, while still owing duties to the Company as a whole.

The SID is appointed and removed by majority vote of the INEDs.

The SID is an independent and confidential contact for all other Board members and unless the Board decides otherwise, chairs the meetings of the Board in the Chair’s absence.

The SID maintains regular contact with the Company’s NOMAD and if requested will assist the Chair and CEO on shareholder liaison and communication.

The Company Secretary is responsible for the proper maintenance of the corporate records of the Company and the proper functioning and record keeping of all Company meetings, including those with its shareholders and of the Board and its Committees. Reporting directly to the Chair on all matters related to corporate governance, the Company Secretary is appointed by the Board and plays a proactive central role in ensuring good governance within the Company and its subsidiaries.