Role
The role of the Marathon Resources Ltd (“the Company”) Board of Directors (“the Board”) is to oversee the Company and to promote and protect the interests of the Company. This Charter details the functions and responsibilities of the Board and distinguishes such functions and responsibilities from those which have been delegated to management, the process for evaluating the performance of the Board, its committees and individual directors and determining the composition of the Board.
Responsibility
The Board is responsible for the management of the affairs of the Company, in that it:
- contributes to and approves the Company’s corporate strategy and performance objectives
- approves the Company’s annual budgets and business plans and monitors financial performance against them
- approves contracts, commitments and capital expenditure in relation to material corporate transactions, being of a nature, or in excess of delegated monetary levels, determined by the Board from time to time
- approves the acquisition, establishment, disposal or cessation of any significant business of the Company
- approves major Company policies, including the Company’s Code of Conduct, Share Trading Policy and other compliance-related policies
- approves significant accounting policies and the Company’s financial reports and material reporting requirements
- delegates to management financial expenditure in accordance with the requirements of the Company
- appoints and removes the Chief Executive Officer (CEO) (or equivalent)
- develops a succession plan for the CEO, and approves succession plans for other senior management positions
- monitors the performance of the Chairman, the CEO and the Company’s senior executives and oversees the appointment and termination of executives who report directly to the CEO
- ensures the appropriate resources are available to senior executives
- considers and approves the remuneration strategy and policies and the total level of annual remuneration for the Company, and the level of remuneration for senior executives.
- at least annually, reviews the performance and effectiveness of the Board, the Board’s permanent Committees and their individual members
- approves the appointment and terms of appointment of the external auditor
- considers, approves and monitors the effectiveness of the Company’s overall risk management and control framework, through, among other steps, regular reports to the Board through the Audit and Risk Committee and regular updates (as required) from management on significant risk issues
- approves and reviews the performance and effectiveness of the Company’s corporate governance policies and procedures
- approves major strategic decisions
- approves the issue of any equity securities by the Company, except under a program previously approved by the Board
- approves commencing or taking a significant step in major litigation.
The Board may delegate responsibility for discharge of its responsibilities to Committees of the Board.
Chairman’s Responsibilities
- leadership and effective organisation and performance of the Board
- setting the agenda for Board meetings, in conjunction with the CEO and Company Secretary
- overseeing the provision by management to Directors of accurate, timely and clear information
- arranging regular evaluation of the performance of the Board and its Committees and of individual Directors
- ensuring that Directors have adequate opportunity to contribute, and seeking to develop and maintain relations between Directors and management, particularly the CEO, that are open, cordial and conducive to productive cooperation
- providing counsel to the CEO, and being available for consultation with the CEO
- establishing a protocol to take effect on occasions when the Chairman is absent from meetings of the Board.
Company Secretary’s Responsibilities
- ensuring that the Board agenda is developed in a timely and effective manner for review and approval by the Chairman
- ensuring, in conjunction with the CEO, that Board papers are developed and distributed in a timely and effective manner
- coordinating, organising and attending meetings of the Board and shareholders, ensuring that correct procedures are followed
- drafting and maintaining minutes of the Board
- in conjunction with the CEO and other senior management, carrying out the instructions of the Board and giving practical effect to the Board’s decisions
- meeting statutory reporting and record-keeping requirements in accordance with relevant legislation
- working with the Chairman and CEO to establish and maintain best practice corporate governance.
CEO Responsibilities
- throughout the annual Board cycle, the CEO will report systematically in a spirit of openness and trust on the progress being made by the Company towards the Company’s objectives
- the CEO will determine the format and system of reporting, which will address material developments, and will describe for each of them the potential impact on the achievement of the Company’s objectives
- the CEO (and his nominees) will supply the Board and its Committees with the information in a form that is appropriate to enable the Board and committees to make assessments and judgements, to conduct inquiries, and to gain assurance that the decisions and actions of the CEO, and the performance of the Company, are directed toward the Company’s objectives
The Board has delegated to management, responsibility for:
- strategy - developing and implementing corporate strategies and making recommendations on significant corporate strategic initiatives.
- senior management selection - making recommendations for the appointment of senior management, determining terms of appointment.
- evaluating performance, and developing and maintaining succession plans for senior management roles.
- financial performance - developing the annual budget and managing day-to-day operations within the budget.
- risk management - maintaining effective risk management frameworks and providing the Board (via the Audit and Risk Committee) with timely and relevant information on the risks faced by the Company and how they are managed.
- continuous disclosure - keeping the Board and market fully informed about material developments.
- corporate responsibility - managing day-to-day operations in accordance with standards for social, ethical and environmental practices which have been set by the Board.
Board Composition
The majority of Board members are, Non-Executive Directors determined by the Board to be capable of bringing independent judgement to bear on decision-making. As well as their other attributes, the members of the Board possess amongst them a range of qualifications, experience, skills and expertise considered of benefit to the Company, including relevant operational experience at the senior level in the mining industry.
The Chairman of the Board is one of the independent Non-Executive Directors.
Board composition is reviewed periodically by the Board to ensure that the Non-Executive Directors between them bring the range of skills, knowledge and experience necessary to direct the Company going forward.
A former executive Director is not eligible for appointment as a Non-Executive Director until a reasonable time, as determined by the Board, after ceasing to be an executive Director.
The Board is currently comprised of CEO and three Non-Executive Directors, two of whom are independent with a broad range of skills and experience from a diverse range of backgrounds.
Board/Director Processes
Non-Executive Directors collectively are expected to:
- challenge and contribute to the development of strategy
- scrutinise the performance of management against agreed objectives, and monitor the reporting of performance
- review and where appropriate, challenge proposals presented by management
- request additional information where they consider that information necessary to support informed decision-making
- take reasonable and proper steps to satisfy themselves that there are adequate and proper financial controls and systems of risk management and internal compliance, and that the controls are maintained and the systems robust
Non-Executive Directors individually are expected to:
- inform themselves diligently about the subject matter of all decisions they are called upon to make as Directors of the Company
- keep their own performance under review, taking into account their other commitments, state of health and personal situation, to determine whether they have an ongoing capacity to meet their obligations as a Director of the Company
To assist Directors to understand the Company’s expectations of them, the Non-Executive Directors have been issued with formal letters of appointment and the Executive Director has a formal employment contract governing his employment.
Meetings
The Board holds scheduled meetings not less than six times a year. The Board may at any time, and the Company Secretary must on the request of the Chairman convene an unscheduled meeting of the Board. Urgent decisions, where it is not practical to convene a meeting, may be made by resolution circulated in writing, in accordance with the Company’s Constitution.
Periodically time is allocated each year for reviewing the Company’s strategy with management.
Board and Committee papers are provided to Directors sufficiently far in advance of scheduled meetings to permit adequate preparation.
Board agendas are settled by the Chairman in conjunction with the CEO and Company Secretary and allow for a discussion period by Non-Executive Directors in the absence of management.
Meetings are convened so that, wherever possible, Directors are able to attend and participate in person. Where personal attendance by some or all Directors is not possible, meetings are convened and conducted so as to facilitate participation by audio-conference and/or videoconference.
Board Performance
The Board will undertake an annual performance evaluation that:
- reviews the performance of the Board against the requirements of this Charter
- reviews the performance of the Board Committees against the requirements of their respective Charters
- reviews the individual performances of the Chairman, the CEO and the Directors against this Charter and any key performance indicators set by the Board.
