Page 39 - Sun Resources Annual Report 2013

Role of the CEO
The CEO, Dr Govert van Ek, is responsible for
implementing Group strategies and policies. The CEO
is primarily responsible for the day-to-day running of the
business and to ensure accurate and timely reporting to
the Board. The CEO is delegated with the responsibility
of managing the personnel and finances of the Company
with the exception of any roles deemed important enough
to involve the Board or its committees. The CEO is
also required to be present at meetings of the various
committees of the Board that meet from time to time.
Induction
The induction provided to new Directors and senior
managers enables them to actively participate in Board
decision-making as soon as possible. It ensures that
they have a full understanding of the Company’s financial
position, strategies, operations and risk management
policies. It also explains the respective rights, duties,
responsibilities and roles of the Board and senior
executives.
Commitment
The Board held 12 board meetings during the year. The
number of meetings of the Company’s Board of Directors
and of each Board committee held during the year ended
30 June 2013, and the number of meetings attended by
each Director is disclosed on page 32. The commitments of
non-executive Directors are considered by the Board prior
to the Director’s appointment to the Board of the Company.
Directors and Board committees have the right, in
connection with their duties and responsibilities, to seek
independent professional advice at the Company’s
expense. Prior written approval of the Chairperson is
required, but this will not be unreasonably withheld. The
Company will reimburse the Director for the reasonable
expense of obtaining that advice.
Performance assessment
The Board undertakes an annual self assessment of its
collective performance, the performance of the Chairperson
and of its committees. The assessment also considers
the adequacy of induction, access to information and the
support provided by the Company Secretary. The results
and any action plans are documented together with specific
performance goals which are agreed for the coming year.
The Chairperson undertakes an annual assessment of the
performance of the Managing Director and meets privately
to discuss this assessment.
Board committees
The Board has established a number of committees to
assist in the execution of its duties and to allow detailed
consideration of complex issues. Current separate
committees of the Board are the audit and remuneration
committees. The committee structure and membership
is reviewed on an annual basis. A policy of rotation of
committee members applies.
Each committee has its own written charter setting
out its role and responsibilities, composition, structure,
membership requirements and the manner in which
the committee is to operate. All matters determined
by committees are submitted to the full Board as
recommendations for Board decisions.
Minutes of committee meetings are tabled at the
subsequent Board meeting with a covering letter from the
relevant committee’s Chairperson. Additional requirements
for specific reporting by the committees to the Board are
addressed in the charter of the individual committees.
Nomination committee
The nomination comprises the full Board. The Board
ensures that it has the appropriate number and blend of
Directors with the necessary commercial, financial and
relevant industry experience to oversee the corporate
direction and daily management of the Company, and
is functional in its own right in its performance and
competency.
Criteria for selection of Directors
The Company does not have an existing Nomination
Committee as recommended in Recommendation 2.4. As
the whole Board only consists of five (5) members,it would
not be a more efficient mechanism than the full Board for
focusing the Company on specific issues.
When a new Director is to be appointed the Board reviews
the range of skills, experience and expertise on the Board,
identifies its needs and prepares a short-list of candidates
with appropriate skills and experience. Where necessary,
advice is sought from independent search consultants.
The full Board then appoints the most suitable candidate
who must stand for election at the next annual general
meeting of the Company. The Board’s nomination of
existing Directors for reappointment is not automatic and
is contingent on their past performance, contribution to
the Company and the current and future needs of the
Board and Company.
New Directors are provided with a letter of appointment
setting out the Company’s expectations, their
responsibilities, rights and the terms and conditions
of their employment. All new Directors participate in
an induction program which covers the operation of
the Board and its committees and financial, strategic,
operations and risk management issues.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES 37