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BRADKEN LIMITED ANNUAL REPORT 2013 7
Bradken Limited
Directors' report (continued)
30 June 2013
B. Corporate governance statement
Principle 1 - Lay solid foundations for management and oversight
The responsibilities of the Board include:
Principle 2 - Structure the Board to add value
Board composition
The charter states:
overseeing and monitoring:
ensuring there are effective management processes in place and approving major corporate initiatives
appointment, performance assessment and, if necessary, removal of the Managing Director
enhancing and protecting the reputation of the organisation
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 Company is to maintain a mix of directors from different backgrounds with complementary skills and experience both
nationally and internationally with a majority of directors having knowledge of the Group or related industries and/or financial
expertise
overseeing the operation of the Group's system for compliance and risk management.
The Board seeks to ensure that:
the size of the Board is conducive to effective discussion and efficient decision-making.
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
reviewing and approving the business plans, the annual budget and financial plans including available resources and capital
expenditure initiatives
Bradken Limited (the Company) and the Board are committed to achieving and demonstrating the highest standards of corporate
governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The
Company and its controlled entities together are referred to as the Group in this statement.
monitoring financial performance including approval of the annual and half-year financial reports and liaison with the Group's
auditors
ratifying the appointment and/or removal and contributing to the performance assessment of the members of the senior
management team including the Chief Financial Officer (CFO) / Company Secretary
compliance with the Company's Code of Conduct (see page 10)
A description of the Group’s main corporate governance practices is set out below. All these practices, unless otherwise stated,
were in place for the entire year. They comply with the ASX Corporate Governance Principles and Recommendations.
the Board comprise both executive and non-executive directors with a majority of non-executive directors, and one executive
director being the Managing Director / Chief Executive Officer. Non-executive directors bring a fresh perspective to the
Board’s consideration of strategic, risk and performance matters
in recognition of the importance of independent views and the Board's role in supervising the activities of management, the
Chairman must be an independent non-executive director, the majority of the Board must be independent of management
and all directors are required to exercise independent judgement and review and constructively challenge the performance
of management
providing strategic guidance to the Group including contributing to the development of and approving the corporate strategy
progress of major capital expenditures and other significant corporate projects including any acquisitions or divestments
the Chairman is elected by the full Board and is required to meet regularly with the Managing Director
organisational performance and the achievement of the Group's strategic goals and objectives
Day to day management of the Group's affairs and the implementation of the corporate strategy and policy initiatives are formally
delegated by the Board to the Managing Director and senior executives
.
The Board operates in accordance with broad principles set out in its charter which is available from the corporate governance
information section of the Company's website at www.bradken.com. The charter details the Board's composition and
responsibilities.
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Bradken Limited