Corporate Governance
OUR BOARD
Our Board currently comprises six directors (three Non-Executive and three Directors). Our Board recognises the importance of independent Directors to a high-functioning Board and our Board Charter requires that our Directors be qualified and equipped with the necessary skills and experience to add value to the company.
Main Board Committees
To help them carry out their responsibilities, our Board has established four permanent Board Committees:
■ Risk and Audit Committee; and
■ Sustainability Committee.
Each Committee works within its Board-approved Terms of Reference, which sets out the roles, responsibilities, membership requirements and meeting procedures. You can find a copy of the Terms of Reference for each Committee on our website.
Implementation of the New Recommendations may require amendments to some of the Terms of Reference. A review is underway to ensure that any required changes are made.
Our Committees meet no fewer than four times a year, except for our Nomination and Governance Committee (no fewer than three).
All Non-Executive Directors have a standing invitation to attend all Committee meetings. It has been our practice to date that all Directors attend all Committee meetings.
From time to time, our Board will establish other Committees to address important matters and areas of focus for the business.
Risk & Audit Committee
■ Overseeing development and implementation of risk management systems in light of the risk appetite set by the Board and reviewing the effectiveness of our risk management framework (including financial and non-financial risk);
■ Overseeing corporate reporting processes designed to safeguard the integrity of reporting;
■ Overseeing the preparation of financial reports and reviewing the results of external audits of these reports;
■ Reviewing and monitoring related party transactions;
■ Monitoring and reviewing the independence and performance of the external auditor;
■ Approving the external auditors fees and Policy for the Provision of Non-Audit Services and monitoring those services;
■ Overseeing the effectiveness, independence and objectivity of the internal audit function including the implications of internal audit findings;
■ Approving the appointment, terms of engagement and removal of the Vice President Group Assurance (being the head of the internal audit function), who is accountable to both the Committee and the CFO;
■ Meeting with the Vice President Group Assurance, without management, on a regular basis; and
■ Considering, approving and overseeing matters pertaining to capital structure.
Sustainability Committee
■ Reviewing and monitoring the appropriateness of the HSEC framework;
■ Monitoring, reviewing and evaluating the HSEC performance of the Group;
■ Recommending to the Remuneration Committee key performance indicators (KPIs) for the HSEC component of the annual incentive plan for the CEO and the Lead Team and determining the outcome for referral to the Remuneration Committee;
■ Reviewing and endorsing the Group public HSEC targets;
■ Reviewing and approving the Sustainability Policy every two years;
■ Reviewing and approving sustainability reporting and other significant positions and public statements (for example, the Task Force on Climate-related Financial Disclosures);
■ Reporting to the Risk and Audit Committee on identified material HSEC risks; and
■ Reviewing and endorsing to the Risk and Audit Committee the HSEC section of the annual internal audit plan.
SKILLS, EXPERIENCE AND ATTRIBUTES OF DIRECTORS
The composition of our Board is designed to include Directors that bring a level of skill and experience that helps deliver value to our shareholders and supports our social licence to operate.
Our Board represents a range of nationalities, backgrounds, skills, experience and gender.
We annual review the skills of our Board, to make sure that we cover existing and emerging business and governance issues relevant to us.
The following skills matrix presents the results of the assessment of the skill and experience represented on the Board. The level of skill is described as highly skilled, skilled or knowledgeable.
Our Board considers that our Directors have the combined skills, diversity and experience to carry out their responsibilities and oversee the implementation of our strategy. In particular:
■ The Board demonstrates in-depth knowledge of our operations and processes, and brings additional relevant industry expertise;
■ The Board applies strong leadership skills, with Directors being well versed in regulatory and legal compliance matters;
■ Directors are also well-skilled in business strategy and capital projects and have extensive experience in risk management;
■ The Board is skilled in matters of environment and climate change, and health and safety; and
■ Directors are proactive in staying on top of emerging frameworks and regulations pertaining to social sustainability matters, including community management and human rights.
Critical Areas Of Performance & Their Relevance A Depicted In The Table Below
AREA OF PERFORMANCE
RELEVANCE
LEADERSHIP
Providing leadership is a key responsibility of the Board. The Board, including the CEO, sets the “tone from the top” by:
■ Consistently demonstrating behaviour that is aligned with our values; and
■ Overseeing a performance environment that reinforces the way something is achieved is as important as what is achieved.
MINING
Demonstrable fluency in geological, engineering or geoscience matters.
BUSINES STRATEGY
The Board needs to be able to question and challenge management on the delivery of agreed strategic objectives, including the human capital requirements to meet these objectives.
CORPORATE DEVELOPMNENT
OUR EXECUTIVE RESPONSIBILITIES
The CEO is accountable to the Shareholders through the Board for the performance of the Company in accordance with the authority that has been delegated, including executing the strategy approved by the Board.
Working under the supervision of the CEO, our Managers are assigned the role of driving our strategic goals in a way that is in line with our values, Code of Business Conduct and the risk appetite set by our Board.
Their main responsibilities include:
■ Executing strategy;
■ Managing business performance;
■ Reviewing and managing material risks; and
■ Leading and developing our people.
Whist each member of the team leads a specific part of the business, they also work as a collective to help us achieve our strategy and purpose. The CEO and Managers are required to report to the Board, in a transparent and open way, information that is accurate and timely on all matters that impact, or have the potential to impact, the achievement of our purpose. These include:
■ Our financial performance;
■ Our health and safety performance;
■ Implementation of our strategy;
■ Our culture;
■ Our risk issues (strategic, financial, operational, conduct and reputational);
■ Living our values; and
■ Complying with our Code of Business Conduct.
Our Managers are also responsible for supporting one or more Board Committees – to improve access of the Board Members to senior management, as well as drive accountability.
Meetings between members of both our Board and Managers are encouraged and help our Board carry out its duties and strengthen their working relationship.