Board Charter
Introduction
The Board of Frigrite is accountable to shareholders for the proper management of the Company's business and affairs. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Board is committed to fostering an environment that allows the principles of good governance to thrive. The Board will follow the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations.
The Board of Directors
The primary role of the Board is to provide effective governance over the Company's affairs to ensure the interests of shareholders are protected and the confidence of the investment market is maintained, whilst having regard for the interests of all stakeholders including customers, employees, suppliers and local communities. To this end the Board has adopted a charter, which formalises the Board's role and duties and the powers delegated to management.
The responsibility for the operation and administration of the Company is delegated by the Board, to the CEO and the executive management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and had in place procedures to assess the performance of the CEO and the executive management team.
Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship, it makes use of the following sub-committees:
- Audit and Risk Committee; and
- Nomination and Remuneration Committee
Board Committees and individual Directors may seek independent external professional advice for the purposes of proper performance of their duties at the expense of the Company.
Board Composition
The composition of the Board is determined using the following principles:
- Minimum of 3 and maximum of 10 Directors (including the Chairman) unless a smaller number is determined by the Board;
- Non-executive Chairman; and
- Majority of independent non-executive Directors
It is the Board's policy that there should be a majority of independent, non-executive Directors. An independent director is independent of management and free of any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of their unfettered and independent judgment.
The Board will consider the materiality of any given relationship on a case-by-case basis and has adopted materiality guidelines to assist it in this regard. The Board reviews the independence of each Director in light of interests disclosed to the Board from time to time.
Frigrite currently has five Directors of which 3 are considered to be independent non-executive Directors. The Chairman of the Board is an independent non-executive Director.
Board Committees
The Board has established 2 committees to assist in the discharge of its duties. Each committee has its own written charter setting out its role and responsibility, composition, structure and the manner in which it is to operate.
The Audit And Risk Committee
The Audit and Risk Committee provides assistance to the Board of Directors in fulfilling its corporate governance and oversight responsibilities in relation to the Company's financial reporting, internal control structure, risk management systems, and the internal and external audit functions. In so doing, it is the responsibility of the committee to maintain free and open communication between the committee, external auditors and management of the Company.
The Committee discharges these responsibilities by:
- Understanding the Company's structure, controls, and types of transactions in order to adequately assess the significant risks faced by the Company in the current environment;
- overseeing the Company's financial reporting process on behalf of the Board and reporting the results of its activities to the Board;
- ensuring the adequacy and effectiveness of the accounting and financial controls, including the Company's policies and procedures to assess, monitor and manage business risk and legal and ethical compliance programs; and
- making recommendations to the Board regarding the appointment of the external auditor and conducting an annual assessment of the external auditor, including assessing the independence of the auditor.
The committee's charter provides that the committee will comprise at least 3 non-executive Directors, a majority of whom are independent. The current members of the committee are:
- Ian Veal (Chairman);
- Andrew Barton; and
- John Eady
Members of management and the external auditors attend meetings of the committee by invitation. The committee may also have access to financial and legal advisers, in accordance with the Board's general policy.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for matters related to succession planning, recruitment and the appointment and remuneration packages of the Directors and senior management. In making recommendations to the Board regarding appointment of Directors, the committee periodically assesses the appropriate mix of skills, experience and expertise required on the Board and assesses the extent to which the required skills and experience are represented on the Board. The committee may obtain information from, and consult with, management and external advisers, as it considers appropriate.
The committee's charter provides that the committee will comprise at least 2 non-executive Directors and the Managing Director. The majority of the committee must be independent directors and the Managing Director may not participate in deliberations of the committee where he has a personal interest. The current members of the committee are:
- Andrew M Barton (Chairman); and
- Ian Veal; and
- John Carew
Members of management will attend meetings of the committee by invitation. The committee may also have access to financial and legal advisers, in accordance with the Board's general policy.