The Composition of the Board
Election of Board members is substantially the province of the shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:
(a) the composition of the Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction; and
(b) the principal criterion for the appointment of new Directors is their ability to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.
The majority of the Board is to be comprised of Non-Executive Directors and where appropriate, at least 50% of the Board should be independent. Directors of the Company are considered to be independent when they are a non executive director (i.e. not a member of management and have not been for the preceding three years), hold less than 5% of the voting shares of the Company and is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.
Non-Executive Directors Dr D. King, Mr B. Moe, and Mr A. Wilson and are considered to be independent.
The role and responsibilities of the Chief Executive Officer are discharged by Executive Director, Mr Jens Pace. The Board considers relevant industry experience and specific expertise important in providing strategic guidance and oversight of the Company, and it believes Mr J. Pace is the most appropriate person to fulfill the role.
D. King, Non-Executive Chairman
B. Moe, Non-Executive Director
T. Turner, Non-Executive Director
A. Wilson, Non-Executive Director
J. Pace, Executive Director & Chief Executive Officer
S. West, Executive Director & Chief Financial Officer
There are procedures in place, agreed by the Board, to enable directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.