Matters reserved for Management
Vision/strategy
- Formulate with the Board the vision and strategy, and initiate reviews, as appropriate
- Develop actions with the management team to achieve the vision and implement the strategy
- Report to the Board regularly on the company’s progress against the vision and strategy.
Management team and employees
- Negotiate terms and conditions of appointment of senior executives to be approved by the Board
- Appointment of senior executives
- Develop succession plan and senior executive’s development programs
- Approve general conditions of employment of all other staff members
- Provide strong leadership to the management team and ensure all employees understand the vision and strategy and their part in its achievement
- Ensure procedures and training is in place to provide a safe work environment
- Ensure employees are educated on legal requirements and company policies such that compliance is the culture and a high level of ethical behaviour is expected.
Board
- Ensure all matters requiring review or approval by the Board are brought to the Board with adequate information and time to allow proper consideration of such matters
- Advise the Board of any significant change in the risk profile of the company together with actions taken or proposed, in a timely manner
- Provide, with the CFO, certification to the Board on the fairness of the financial statements and the adequacy of the policies and procedures in place as regards management of risk, and internal controls
- Report to the Board on a monthly basis the performance of all parts of the business against budgets and last year
- Ensure all presentations on matters agreed with the Board are made on a timely and in an informative manner
- Ensure Directors are continually educated on the business of the company, the environments in which it operates and changes in legal obligations as these relate to the business of the company.
Delegated authority
The CEO has the following delegated authority as approved by the Board:
- Capital expenditure
- pre-approved by the Board - no limit;
- not pre-approved by the Board - $80,000, however expenditure amounts are reported to the Board monthly.
- Leases – new leases involving a commitment of twelve months or less;
- Sale of assets – value and/or proceeds of less than $250,000;
- Finance Facilities – Immaterial changes to existing finance facilities.
Management
- All other matters necessary for the day-to-day management of the company.