Page 36 - Sun Resources 2014 Annual Report

Principle 2: Structure the Board
to add value
Board Composition
The Board is comprised of both Executive and Non-
Executive Directors with a majority of Non-Executive
Directors. Non-Executive Directors bring a fresh perspective
to the Board’s consideration of strategic, risk and
performance matters.
The roles of Chairman and the Managing Director are
exercised by different individuals.
In recognition of the importance of independent views and
the Board’s role in supervising the activities of management,
the Chairperson should be a Non-Executive and
independent Director. Professor Plimer is a Non-Executive
Director. The majority of the Board should be independent
of management and all Directors are required to exercise
independent judgement and constructively challenge the
performance of management.
The Chairperson is elected by the full Board and is required
to communicate regularly with the Managing Director. The
Company is to maintain a mix of Directors on the Board
from different backgrounds with complementary skills and
experience. The Board is required to undertake an annual
Board performance review and consider the appropriate mix
of skills required by the Board to maximise its effectiveness
and its contribution to the Group.
The Board seeks to ensure that:
• At any point in time, its membership represents
an appropriate balance between Directors with
experience and knowledge of the Group and
Directors with an external or fresh perspective.
• The size of the Board is conducive to effective
discussion and efficient decision-making.
Director’s Independence
The Board has adopted specific principles in relation to
Director’s independence. These state that when determining
independence, a Director must be a Non-Executive and the
Board should consider whether the Director:
• Is a substantial shareholder of the Company or an
officer of, or otherwise associated directly with, a
substantial shareholder of the Company.
• Is or has been employed in an executive capacity by
the Company or any other Group member within the
last three years.
• Within the last three years has been a principal of a
material professional adviser or a material consultant
to the Company or any other Group member, or
an employee materially associated with the service
provided.
• Is a material supplier or customer of the Company
or any other Group member, or an officer of or
otherwise associated directly or indirectly with a
material supplier or customer.
• Has a material contractual relationship with the
Company or a controlled entity other than as a
Director of the Group.
• Is free from any business or other relationship
which could, or could reasonably be perceived to,
materially interfere with the Director’s independent
exercise of their judgement.
Materiality for these purposes is determined on both
quantitative and qualitative bases.
The Board assesses independence each year. To enable this
process, the Directors must provide all information that may
be relevant to the assessment.
Dr Martinick and Mr Kestel have been assessed as
independent.
Conflict of Interest
In the event that a potential conflict of interest may arise,
involved Directors must withdraw from all deliberations
concerning the matter. They are not permitted to exercise
any influence over other Board members.
Board Members
Details of the members of the Board, their experience,
expertise, qualifications, term of office, relationships affecting
their independence and their independent status are set out
in “Board of Directors and Management”.
Term of Office
Under the Constitution the minimum number of Directors is
three and the maximum is ten. Directors are not appointed
for a fixed term. At each annual general meeting one third of
the Directors other than the Managing Director must resign
by rotation, with those serving the longest resigning first.
Resigning Directors may stand for re-election.
Role of the Chairperson
The Chairperson is responsible for leading the Board,
ensuring Directors are properly briefed in all matters
relevant to their role and responsibilities, facilitating Board
discussions and managing the Board’s relationship with
the Company’s senior executives. The focus should be
on ensuring that the Board and the CEO act in an ethical
manner with strong values that support the governance
principles of the Company.
Role of the CEO
The CEO 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 10 board meetings during the 2014 financial
year. 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
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
34  SUN RESOURCES ANNUAL REPORT 2014