Board Charter

The Board of Directors is responsible for guiding and monitoring the Company on behalf of shareholders by whom they are elected and to whom they are accountable.

The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.

The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of the Company’s shareholders. The specific responsibilities of the Board include:

  1. Appointment, evaluation, rewarding and if necessary the removal of the Managing Director, and Chief Financial Officer (or equivalent) and the Company Secretary;

  2. In conjunction with management, development of corporate objectives, strategy and operations plans and approving and appropriately monitoring plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities;

  3. Establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently;

  4. Monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;

  5. Monitoring the performance of senior management including the implementation of strategy, and ensuring appropriate resources are available;

  6. Via management, an appreciation of areas of significant business risk and ensuring that the Company is appropriately positioned to manage those risks;

  7. Overseeing the management of safety, occupational health and environmental matters;

  8. Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

  9. Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;

  10. To ensure that appropriate internal and external audit arrangements are in place and operating effectively;

  11. Having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and

  12. Reporting to shareholders.

The Board at all times retains full responsibility for guiding and monitoring the Company, for this reason the board has not established an Audit Committee or Nomination Committee. As Diploma has a relatively small board, the full Board acts as a nomination and remuneration committee and regularly reviews Board membership and annually reviews Board member remuneration.

Each director has the right to seek independent professional advice on matters relating to his or her position as a director of the Company at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.

In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.
In accordance with the constitution of the Company, directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every 3 years. The Board does not specify a maximum term for which a director may hold office.

The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and executive directors.

The roles of Chairman and Managing Director are not combined. The Managing Director is accountable to the Board for all authority delegated to the position.

Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:

  1. Board approval and monitoring of a strategic plan;

  2. Approval of annual and semi-annual budgets and monitoring actual performance against budget; and

  3. Procedures are in place to incorporate presentations to each Board meeting by financial, operations, exploration and marketing management.

This policy is reviewed annually.

Return to Diploma Group Corporate Governance.