Principle 2: Structure the Board to add value

The Board has been structured so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Each Director is entitled to receive independent professional advice at the Company’s expense.

Mr Mews and Mr Crossley are independent Directors who fulfil the independence criteria outlined in the guidelines. Notwithstanding this, the Company has not complied with the recommendations that require a Board to be comprised of a majority of independent Directors and to be chaired by an independent Director.

Mr Griffin has been appointed Executive Chairman by shareholders and has held this role since before the Company was admitted to the official list of the ASX. Mr Griffin is also one of the major founding shareholders of the Company.

The Board believes that it is able to exercise independence and judgement and does possess the necessary skills, expertise and experience required to effectively discharge their duties. The focus has been on the ability of the Board to add value by effectively exercising independence and discharging their duties, rather than on meeting the independence test in the guidelines.

The roles of the Chairman and the Managing Director are exercised by Mr Griffin and Mr Mphahlele respectively.

The Board has adopted a Remuneration, Nomination and Succession Committee Charter which outlines the appointment of Directors and the procedure for selection and appointment of new Directors. This charter was not adopted until after the reporting period and accordingly, the Company did not comply with this recommendation during the last reporting period. Given the size and composition of the Board, there are only two members of the committee, being Mr Mews and Mr Crossley.

A copy of the Nomination Charter can be accessed on the link below.

Remuneration, Nomination and Succession Committee Charter (48.32 Kb pdf)