Page 74 - Sundance Resources Ltd Annual Report 2013

72 SUNDANCE RESOURCES LIMITED ANNUAL REPORT 2013
PRINCIPLE 2: STRUCTURING THE BOARD TO ADD VALUE
Composition of the Board
The names of the directors of the Company, their qualifications, skills, expertise, experience and period of office held
are set out in the Directors’ Report.
The composition of the Board is determined so as to provide the Company with a broad base of industry, business,
technical, administrative, financial and corporate skills and experience considered necessary to achieve the business
objectives of the Company.
The recommendations of best practice are that a majority of the directors and in particular the chairperson should be
independent.
An Independent Director is considered to be one who:
• is not a substantial shareholder of the Company or an officer or otherwise associated directly or indirectly with
a substantial shareholder of the Company;
• is not an employee and has not within the last 3 years been employed in an executive capacity by the Company
or another group member or been a director after ceasing to hold such employment;
• has not within the last 3 years been a principal of a material professional adviser or a material consultant to the
Company or another group member; or an employee materially associated with the service provided;
• is not a material supplier or customer of the Company or another group member, or an officer of, or otherwise
associated directly or indirectly with a significant supplier or customer; or
• has no material contractual relationship with the Company or any other group member other than as a director
of the Company.
Of the current Board members Mr George Jones (Chairman), Mr Barry Eldridge, Mr Andrew (Robin) Marshall,
Mr David Southam and Ms Fiona Harris meet these criteria.
Chairman & Chief Executive Officer
The Company has at all times maintained a separation between the Chairman and Chief Executive Officer roles.
The day-to-day management of the Company is overseen by the Managing Director and Chief Executive Officer,
Mr Giulio Casello.
Board Committees
The Board’s Charter allows it to establish committees if and when required to assist in the execution of the duties
of the Board. As at the date of this Report the Board has established an Audit and Risk Management Committee,
a Nomination and Remuneration Committee and a Project Oversight Committee, each having its own Charter
approved by the Board that sets the standards for the operation of the Committees. The Chairpersons and majority
of members of each Committee are independent non-executive directors.
The number of meetings of each Committee and number attended by each director at the meeting of
the committees of the Company during the financial year is detailed in the Directors’ Report.
AUDIT & RISK MANAGEMENT COMMITTEE
The Board has established an Audit & Risk Management Committee, with a Charter that sets out its roles,
responsibilities, composition, structure and membership requirements. A copy of the Charter is on the Company’s
website.
The Audit & Risk Management Committee currently has three members, being:
Ms Fiona Harris (Chairman of the Audit & Risk Management Committee);
Mr Michael Blakiston; and
Mr Barry Eldridge
All members of the Audit & Risk Management Committee are non-executive directors, and a majority are
independent non-executive directors. The Chairman, Ms Fiona Harris, is an independent non-executive
director who is not the Chairman of the Board.
Each board member has access to the external auditors and the auditor has access to each board member
and members of management.
corporate government
statement (continued)
FOR THE YEAR ENDED 30 JUNE 2013
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS (continued)