INVESTOR RELATIONS CORPORATE GOVERNANCE
Board Performance Evaluation Policy
Performance evaluation of the Board of Directors is a primary function of the Remuneration and Nomination Committee and is governed by its charter.
In order to evaluate the performance of the Board of Directors and its committees, and Directors individually, the Remuneration and Nomination Committee regularly assesses performance against established criteria.
The performance of the Board as a whole, and its committees is ranked against the following criteria:
- The nature of the contribution the board makes to the company.
- The extent to which the board "adds value" to the company.
- The extent to which board and management roles are clearly defined.
- Whether the board and management each carry out their roles appropriately.
- Whether the board's contribution to the company has changed over time.
- How management values the contribution of the board.
- What changes management would wish to see in board operation.
- How appropriate is the board's use of its time.
- Whether the board's timing fits with that of management.
- Whether the quality of management reporting is analysed by the board.
- Whether we have to clarify our use of expertise (director's generally, director's specific skills, management expertise and expertise drawn from outside the company).
- Ensuring a strategic planning process is in place and followed.
- Monitoring the implementation of current initiatives.
- Ensuring that company risks are well defined, that mitigation processes are established and progress monitored; all on an ongoing basis
- Ensuring that we comply with legal and ethical standards.
- Monitoring that management performs in line with board expectations.
- Ability to prevent and manage crisis situations.
- The appropriateness of the board size and skills makeup
- Whether the board operates as an effective team.
- Whether the board engenders an environment of trust, honesty, respect and candour which lead to effective problem solving.
- Whether the board has exercised its responsibilities of due care and diligence.
- Whether the board is able to establish more quantitative measures of its performance.
The performance of individual Directors is ranked against the following criteria:
- Regular attendance at Board meetings.
- Attended Board and committee meetings fully prepared.
- Devoted sufficient time to responsibilities.
- Bought appropriate skills and experience to the strategic demands of the Company.
- Contributed to creating clear, specific and practical future strategy.
- Effective contributor, speaks up, is succinct and to the point.
- Effective listener who considers the view of others.
- Is an effective and supportive team player.