The role of the Marathon Resources (“the Company”) Board of Directors (“the Board”) is to represent the shareholders 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 Board is responsible for the management of the affairs of the Company, including:
- contributes to and approves the Company’s corporate strategy
- 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 the General Manager (“GM”)1
- develops a succession plan for the GM, and approves succession plans for other senior management positions
- monitors the performance of the Chairman, the GM and the Company’s senior executives and oversees the appointment and termination of executives who report directly to the GM
- 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. The role of the Board also encompasses the role of the Remuneration Committee.
- 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
- expenditure outside the ordinary course of business in excess of thresholds or limits specified by the Board for this purpose
- major strategic decisions
- the issue of any equity securities by the Company, except under a program previously approved by the Board
- commencing or taking a significant step in major litigation.
- leadership and effective performance of the Board
- setting the agenda for Board meetings, in conjunction with the GM 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 GM, that are open, cordial and conducive to productive cooperation
- providing counsel to the GM, and being available for consultation with the GM
- establishing a protocol to take effect on occasions when the Chairman is absent from meetings of the Board.
- 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 GM, 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 GM 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 GM to establish and maintain best practice corporate governance.
- throughout the annual Board cycle, the GM will report systematically in a spirit of openness and trust on the progress being made by the Company towards the Company’s objectives
- the GM 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 objective
- the GM (and his or her 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 GM, 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.
The majority of Board members should be 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 should 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 Directors should appoint as Chairman of the Board one of the independent Non-Executive Directors.
Board composition should be reviewed annually 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 four Independent Non-Executive Directors, with a broad range of skills and experience from a diverse range of backgrounds.
Non-Executive Directors collectively should:
- 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 should:
- 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 Directors have formal employment contracts governing their employment.
The Board should hold scheduled meetings at least 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.
Additional days should be allocated each year for reviewing the Company’s strategy with management.
Board and Committee papers should be provided to Directors sufficiently far in advance of scheduled meetings to permit adequate preparation. Board agendas should be settled by the Chairman in conjunction with the GM and Company Secretary and should allow for a discussion period by Non-Executive Directors in the absence of management.
Meetings should be 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 should be convened and conducted so as to facilitate participation by audio-conference and/or videoconference.
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 GM and the Directors
Note 1: Includes without limitation Chief Executive Officer
