Terms of Reference
Duties with Regard to Remuneration Policy
To consider and make recommendations for Willhart Limited on the composition of , and criteria for appointment to, the Willhart Limited Board of Directors ("the Board").
For Board appointments, other than the Chairman, the Committee will evaluate candidates and make recommendations for the Board decision.
At least annually, the Committee will conduct a performance review of the Board members and the Board performance. On finalisation of the review, the Committee will publish its report to the Board.
The Committee is to periodically review the succession needs of the Board in discussion with the Chairman. The Committee is to maintain a schedule of eligible nominees who meet the eligibility criteria for the Board established by the Board on the recommendation of the Committee.
The Committee will be appointed by the Board. The Committee is to be chaired by the Chairman, with the balance comprising two other independent Board members.
The Committee should meet at least twice per annum, and more frequently as required.
Corporate governance is effective and ethical management of business relationships to produce enhanced corporate performance. It is the system or process by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The integral component of corporate governance is accountability - to whom those with responsibilities must account and how.
This Statement sets out:
Board of Directors' Charter
This Charter sets out the roles and responsibilities of the Board of Directors as derived from the Australian Stock Exchange Corporate Governance Council issued "Principles of Good Corporate Governance and Best Practice Recommendations". The purpose of the Charter is to assist the Board and its committees in the exercise of their responsibilities. The Board of Directors will review this Charter at least annually and, if appropriate, revise this Charter from time to time.
The Board is elected by shareholders to represent all shareholders. It is a Director's responsibility, in all decisions he or she is called upon to make concerning Byte Power's affairs, to conscientiously weigh the interests of shareholders in light of the circumstances and to consider the effects of such decisions on the interests of all shareholders.
Role of the Board
The Board of Directors is responsible for supervising the management of the business and the affairs of the Corporation. In discharging this duty, the Board has the following overall stewardship responsibilities:
The expected role of non-executive Directors is to:
Executive Directors (including the managing director) are full time employees of Byte Power and part of senior management. Their responsibilities for the overall corporate governance of Byte Power are the same as those for non-executive Directors. In addition, their managerial responsibilities include:
Composition of the Board
The Board of Directors is to be constituted with a majority of independent Directors to ensure that the Board can effectively monitor executive Directors and senior management and can bring, and be perceived to bring, quality judgements, free of bias, to all matters.
An independent Director is one who is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act with a view to the best interests of Byte Power ("Independent Director"). Independent Directors are non-executive Directors, and, generally, those who are not:
Chairman of the Board
It is preferable that the Chairman of the Board be an Independent Director. The combination of the roles of Chairman and managing director is considered undesirable. The Chairman's role is to:
Relationship of Board with Management
Management of the day to day business of Byte Power is to be conducted by or under the supervision of the managing director as appointed by the Board, and by those other officers and employees to whom the management function is properly delegated by the managing director.
The Board, together with the managing director, will develop and maintain a position description for the managing director, involving the definition of the limits to management's responsibilities. In addition, the Board will approve or develop the corporate objectives which the managing director is responsible for meeting and oversee their implementation.
The Board will adopt appropriate structures and procedures to ensure that the Board functions independently of management. Appropriate procedures may involve the Board meeting on a regular basis without management present or may involve expressly assigning the responsibility for administering the Board's relationship to management to a committee of the Board.
Communication between Directors and management will primarily be through the office of the managing director. When Directors seek clarification regarding information provided to Directors, or are seeking information about Byte Power generally, this may be sought directly from the appropriate senior executive, but the director should be advised. When Directors are providing information about opportunities for Byte Power or are seeking introduction of persons to Byte Power, this should always be through the managing director.
When the Board considers it necessary, Byte Power will establish the following committees of the Board to assist in the Board's role:
If the Board resolves to establish the Committees, charters will need to be prepared for each of the Committees.
Composition of Committees
The Committees should be chaired by an Independent Director appointed by the Board. Other members, as appointed by the chairman of each Committee, will comprise non-executive and executive Directors, senior executives and/or external professionals who possess skills and expertise suitable for carrying out the functions of the Committees.
Each Committee must maintain minutes of each Committee meeting, which will be made available to all Directors as soon as practicable after the Committee meeting.
Adhoc/Special Purpose Committees
The Board may establish appropriate ad hoc or special purpose committees from time to time. Such committees will have terms of reference or a charter agreed by the Board.
Review of Board
If established, the Remuneration Committee will annually review the Board's required size, effectiveness, mix of skills, experience and other qualities and make recommendations to the Board.
Independent Advice to Directors
Subject to the approval of the Board, an individual Director may engage an outside adviser at the expense of Byte Power for the purposes of seeking independent advice in appropriate circumstances.
Code of Conduct
Constitution of Byte Power
The Directors must adhere to, and the Board must conduct itself in accordance with, the constitution of Byte Power.
Fair Dealings and Related Party Transactions
Directors and senior management, will convey to all stakeholders the message that integrity and effective control cannot be compromised when dealing with any supplier, particularly if a supplier is a related party.
A Director, or an entity over which a Director has control or significant influence, who enters into a transaction with Byte Power must make full disclosure of all material elements of the transaction to the Chairman or, if the Director involved is the Chairman, to the Board.
In particular, the following contracts with Directors, or entities over which Directors have control or significant influence, must be approved by the Board in advance of committing Byte Power:
Disclosure of Information
Byte Power has an objective of honest and open disclosure of information in dealing with stakeholders, subject to appropriate commercial considerations associated with competitive and sensitive information. Such disclosure may, in appropriate circumstances, exceed statutory requirements.
All Directors must ensure that they abide by requirements of Byte Power's constitution regarding secrecy and confidentiality of information.
The Board will adopt an appropriate policy on dealings in securities of Byte Power by Directors and senior management.
The initial policy is contained in the attached document. The policy on dealings in securities will be reviewed from time to time to ensure the policy's effectiveness.