The Board Charter sets out the role and responsibilities of the Board of Sterling Plantations Limited (SPL) within the governance structure of SPL and its related bodies corporate (as defined in the Corporations Act)(the Group).
The conduct of the Board is governed by the constitution of SPL and the Corporations Act and common law. In broad terms, the Board is accountable to the shareholders and must ensure that SPL is properly managed to protect and enhance shareholders’ wealth and other interests.
The following are regarded as the key responsibilities and functions of the Board:
- to develop, review and monitor the Group’s long-term business strategies and provide strategic direction to management;
- to ensure policies and procedures are in place to safeguard the Group’s assets and business and to enable the Group to act ethically and prudently;
- to develop and promote a system of corporate governance which ensures the Group is properly managed and controlled;
- to identify the Group’s principal risks and ensure that it has in place appropriate systems of risk management, internal control, reporting and compliance and that management is taking appropriate action to minimise those risks;
- to review and approve the Group’s financial statements;
- to monitor management’s performance and the Group’s financial results on a regular basis;
- to appoint, ratify, appraise and determine the remuneration and benefits of the Managing Director (or equivalent);
- to delegate powers to the Managing Director (or equivalent) as necessary to enable the day-to-day business of the Group to be carried on, and to regularly review those delegations;
- to ensure that the Group has in place appropriate systems to comply with relevant legal and regulatory requirements that impact on its operations;
- to determine the appropriate capital management for the Group including share and loan capital and dividend payments; and
- to determine and regularly review an appropriate remuneration policy for employees of the Group.
The Board may not delegate its overall responsibility for the matters listed above.
The role of the senior management of the Company is to progress the strategic direction provided by the Board. The Group’s senior management is responsible for supporting the Executive Directors in implementing the running of the general operations and financial business of the Group in accordance with the delegated authorities for expenditure levels and materiality thresholds in place.
Policy on Assessing the Independence of Directors
The Company has adopted a Policy on Assessing the Independence of Directors which is consistent with the guidelines detailed in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.