Matters reserved to Chairman
Vision/strategy
- Ensure the Board shows leadership in setting, reviewing and achieving the vision and strategy of the company.
Board meetings
- Agree the agenda in consultation with the CEO and Company Secretary to ensure appropriate time is allowed for discussion on both strategic issues, operational issues and compliance issues.
- Ensure the Board receives all necessary information to enable effective decision making
- Chair Board meetings and ensure that they are validly convened, a quorum is present, all Directors have a fair opportunity to participate, the minutes are signed confirming their correctness and the meeting is declared closed
- Deal with any conflicts that arise, address differences of opinion and ensure contrary votes are recorded, if so required
- Ensure Directors with material personal interests in a matter leave the meeting while the matter is discussed, unless a resolution has been passed by the non-interested Directors allowing the interested Director to remain in the meeting and participate in discussions and vote on the matter
- Exercise a casting vote in accordance with the constitution, if necessary.
Annual general meetings
- Chair the meeting and ensure that the shareholders as a whole have an opportunity to speak on matters relevant to the management of the company
- Ensure the audit partner is present at the AGM and available to answer questions in accordance with the Corporations Law.
Committee meetings
- Chair the meeting of the nominations committee.
- Attend other committee meetings in accordance with membership of such committees.
External contact
- With the CEO, be spokesperson in respect of the performance and profit figures and any board-related matters, if appropriate.
CEO
- Be the primary point of contact between the Board and CEO.
- Be kept fully informed of all major matters of relevance to Directors, by the CEO and other senior executives.
- Chair the performance appraisal process of the CEO.
- Provide mentoring for the CEO.
Board
- Initiate the regular process of Board, committee and Director performance appraisal.
- Ensure the agreed composition of the Board is maintained, or initiate action.
- Ensure Directors are informed of significant changes to the company’s business environment and relevant changes to legislation.
- Ensure new Directors are properly inducted.
Other
- Carry out other duties as requested by the Board from time to time.