|The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.|
This Principle describes the Board’s role to effectively lead and control the company to ensure long-term success, and to do so working appropriately with management.
The Provisions describe:
- The duties of a director to act in the best interest of the company (Provision 1.1).
- The competency and developmental needs of directors (Provision 1.2).
- The matters that require approval from the Board (Provision 1.3).
- The formation of Board Committees (Provision 1.4).
- Board meetings and multiple directorships (Provision 1.5).
- Access of the Board to make informed decisions and discharge duties (Provision 1.6).
- Directors’ access to management, company secretary and external advisers (Provision 1.7).
Directors are fiduciaries who act objectively in the best interests of the company and hold management accountable for performance. The Board puts in place a code of conduct and ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the company.
Directors understand the company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). Directors are provided with opportunities to develop and maintain their skills and knowledge at the company’s expense2. The induction, training and development provided to new and existing directors are disclosed in the company’s annual report.
The Board decides on matters that require its approval and clearly communicates this to Management in writing. Matters requiring Board approval are disclosed in the company’s annual report.
Board committees, including Executive Committees if any, are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the Board. The names of the committee members, the terms of reference, any delegation of the Board’s authority to make decisions, and a summary of each committee’s activities are disclosed in the company’s annual report.
Directors attend and actively participate in Board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each company.
Management provides directors with complete, adequate and timely information prior to meetings and on an ongoing basis to enable them to make informed decisions and discharge their duties and responsibilities.
Directors have separate and independent access to management, the company secretary, and external advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a decision of the Board as a whole.