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Whitehaven Coal Limited : Annual Report 2008
Whitehaven Coal Limited - Annual Report 2008 Among the functions performed by the committee are the following: (a) review and evaluation of market practices and trends on remuneration matters; (b) recommendations to the Board in relation to the consolidated entity’s remuneration policies and procedures; (c) oversight of the performance of senior management and non-executive Directors; (d) recommendations to the Board in relation to the remuneration of senior management and non-executive Directors; (e) development of suitable criteria (as regards skills, qualifications and experience) for Board candidates; (f) identification and consideration of possible candidates, and recommendation to the Board accordingly; and (g) establishment of procedures, and recommendations to the Chairman, for the proper oversight of the Board and management. Meetings are held at least three times each year. Best practice commitment The Company is committed to achieving and maintaining the highest standards of conduct and has undertaken various initiatives, as outlined in this section, that are designed to achieve this objective. The Company’s corporate governance charter is intended to “institutionalise” good corporate governance and, generally, to build a culture of best practice both in the Company’s own internal practices and in its dealings with others. The following are a tangible demonstration of the Company’s corporate governance commitment. Independent professional advice With the prior approval of the Chairman, which may not be unreasonably withheld or delayed, each Director has the right to seek independent legal and other professional advice concerning any aspect of the Company’s operations or undertakings in order to fulfil their duties and responsibilities as directors. Any costs incurred are borne by the Company. Code of ethics and values The Company has developed and adopted a detailed code of ethics and values to guide Directors in the performance of their duties. Code of conduct for transactions in securities The Company has developed and adopted a formal code to regulate dealings in securities by Directors and senior management and their associates. This is designed to ensure fair and transparent trading in accordance with both the law and best practice. Charter The code of ethics and values and the code of conduct for transactions in securities (referred to above) both form part of the Company’s corporate governance charter which has been formally adopted and can be inspected on its website at www.whitehaven.net.au. Compliance with ASX corporate governance guidelines and best practice recommendations The ASX document, “Principles of Good Corporate Governance and Best Practice Recommendations” (Guidelines) applying to listed entities was published in March 2003 by the ASX Corporate Governance Council with the aim of enhancing the credibility and transparency of Australia’s capital markets. The Board has assessed the Company’s current practice against the Guidelines and outlines its assessment below: 17
Annual Report 2009