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Whitehaven Coal Limited : Annual Report 2008
DIRECTORS’ REPORT 5. CORPORATE GOVERNANCE STATEMENT (CONTINUED) Scope of responsibility of Board (continued) Power and authority in certain areas is specifically reserved to the Board – consistent with its function as outlined above. These areas include: (a) composition of the Board itself including the appointment and removal of Directors; (b) oversight of the consolidated entity including its control and accountability system; (c) appointment and removal of senior management and the Company Secretary; (d) reviewing and overseeing systems of risk management and internal compliance and control, codes of ethics and conduct, and legal and statutory compliance; (e) monitoring senior management’s performance and implementation of strategy; and (f) approving and monitoring financial and other reporting and the operation of committees. Composition of Board The Board performs its roles and function, consistent with the above statement of its overall corporate governance responsibility, in accordance with the following principles: (a) the Board should comprise at least five directors; (b) at least half of the Board should be non-executive directors; and (c) the chairman of the Board should be one of the independent non-executive directors. Board charter and policy The Board has adopted a charter (which will be kept under review and amended from time to time as the Board may consider appropriate) to give formal recognition to the matters outlined above. This charter sets out various other matters that are important for effective corporate governance. These initiatives, together with the other matters provided for in the Board’s charter, are designed to “institutionalise” good corporate governance and generally, to build a culture of best practice in the Company’s own internal practices and in its dealings with others. Audit and risk management committee The purpose of this committee is to advise on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the consolidated entity. Its current members are: (a) Neil Chatfield (Chairman); (b) John Conde; and (c) Tony Haggarty. The committee performs a variety of functions relevant to risk management and internal and external reporting and reports to the Board following each meeting. Meetings are held at least four times each year. A broad agenda is laid down for each regular meeting according to an annual cycle. The committee invites the external auditors to attend each of its meetings. Remuneration and nominations committee The purpose of this committee is to assist the Board and report to it on remuneration and issues relevant to remuneration policies and practices including those for senior management and non-executive Directors and make recommendations to the Board in relation to the appointment of new Directors (both executive and non-executive) and senior management. Its current members are: (a) John Conde (Chairman); (b) Neil Chatfield; and (c) Andy Plummer. 16
Annual Report 2009