Role of the Board
The board's primary role is the protection and enhancement of long-term shareholder value.
To fulfil this role, the board is responsible for the overall corporate governance of City Pacific Limited ("City Pacific" or the "company"), including formulating its strategic direction, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management's goals and ensuring the integrity of internal control and management information systems. It is also responsible for approving and monitoring financial and other reporting.
The board has delegated responsibility for operation and administration of the company to the Chief Executive Officer and executive management.
Board Processes
To assist in the execution of its responsibilities, the board has established an audit committee. Due to the size of the board and to maintain efficiency, the board also fulfils the role of nomination and remuneration committee. The board has established a framework for the management of City Pacific including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. The full board currently holds monthly meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise.
The agenda for meetings is prepared in conjunction with the Chairperson, Chief Executive Officer and Company Secretary. Standing items include the Chief Executive Officer's report, financial reports, strategic matters, governance and compliance. Submissions are circulated in advance.
Director Education
The company has a process to educate new directors about the nature of the business, current issues, the corporate strategy and the expectations of the company concerning performance of directors. Directors also have the opportunity to visit company's facilities and meet with management to gain a better understanding of business operations.
Independent Professional Advice
With the prior approval of the Chairman, each director has the right to seek independent legal and other professional advice at City Pacific's expense concerning any aspect of City Pacific's operations or undertakings in order to fulfil their duties and responsibilities as directors.
The Board of Directors
The board carries out its responsibilities according to the following mandate:
- the board should comprise at least 4 directors
- the majority of directors should be independent, non-executive directors. The board currently consists of 3 non-executive directors with Mr Ian Donaldson, Mr Shane Stone QC and Mr Tom Swan being independent directors in accordance with the ASX corporate governance guidelines
- the Chairman of the board should be a non-executive director
- the roles of Chairman and Chief Executive Officer should not be exercised by the same individual
- a majority of directors should have extensive knowledge of City Pacific's industries, and those which do not should have extensive expertise in significant aspects of auditing and financial reporting, or risk management of large companies
- the board should meet on a regular basis
- all available information in connection with items to be discussed at a meeting of the board shall be provided to each director prior to that meeting
- directors should generally serve for a maximum of 12 years and all directors should retire by the age of 72
- directors appointed to the board are subject to election by shareholders at the following annual general meeting ("AGM") and thereafter directors other than executive directors are subject to re-election at least every 3 years
The primary responsibilities of the board include:
- the establishment of the long term goals of City Pacific and strategic plans to achieve those goals
- the review and adoption of annual budgets for the financial performance of City Pacific and monitoring the results on a quarterly basis
- ensuring that City Pacific has implemented adequate systems of internal controls together with appropriate monitoring of compliance activities
- the approval of the annual and half-year financial reports
The composition of the board is reviewed on an annual basis to ensure that the board has the appropriate mix of expertise and experience. When a vacancy exists, through whatever cause, or where it is considered that the board would benefit from the services of a new director with particular skills, the board selects a panel of candidates with the appropriate expertise and experience. Potential candidates are identified by the board with advice from an external consultant. The board then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.
