A Board Charter is required to define the Board's role

The areas to be focused on:

• The Chair and CEO
• Composition of the Board
• Role of the Board and Governance
• Board Committees
• Management of Risk
• Procedural issues
• Measure for board evaluation/effectiveness

THE CHAIR AND CEO

• The Chairman is responsible to run the Board
• The CEO is responsible to run the company
• The role of the Chairman and the CEO has to be separate
• The Chairman to be an independent non-executive director
• Ensure a balance of power and authority
• Board to appraise the performance of the chairperson on an annual basis
• Chairperson to appraise the CEO on an annual basis
• Results to be considered by Remuneration Committee

COMPOSITION OF THE BOARD

• Comprise of a balance of executive and non-executive directors
• Preferably a majority of non-executive directors
• Appointments should be formal and transparent
• Where appropriate, a nominations committee, comprising of non-executive directors should be put in place

ROLE OF THE BOARD AND GOVERNANCE

• accountable and responsible for the performance of the company
• give strategic direction
• succession planning
• comply with laws, regulations and codes
• address conflict of interest
• obtain professional independent advice if required
• identify and monitor key risk areas
• monitor non-financial aspects (Triple Bottom line)
• record that the business will continue as a going concern in the year ahead
• have a charter in place
• special business to be included in the notice of the annual general meeting
• encourage shareowners to attend AGM
• include a CV of each director standing for election or re-election

BOARD COMMITTEES

• The following Board Committees to be put in place:
  • Remuneration
  • Audit
  • Nominations
  • Risk
• to be chaired by an independent non-executive director
• transparency and full disclosure to Board

MANAGEMENT OF RISK

• board is responsible
• policies to be put in place and communicated
• effective process to identify risk and impact
• policies and procedures to be reviewed annually
• whistleblowing – a confidential process to report fraud and other risks