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Whitehaven Coal Limited : Annual Report 2008
DIRECTORS’ REPORT 5. CORPORATE GOVERNANCE STATEMENT (CONTINUED) Principle 1 – Lay solid foundations for management and oversight The role of the Board and delegation to management have been formalised as described above in this section and will continue to be refined, in accordance with the Guidelines, in light of practical experience gained in operating as a listed company. The Company complies with the Guidelines in this area. Principle 2 – Structure the Board to add value Six of the Board (which comprises 7 Directors in total) are non-executives. The roles of chairperson and chief executive officer are not exercised by the same individual. The directors are able to obtain independent advice at the expense of the Company. Together the Directors have a broad range of experience, expertise, skills, qualifications and contacts relevant to the business of the Company. Director J Conde R Stewart N Chatfield T Haggarty A Krueger H Mendes A Plummer Independent Yes No – employed in an executive capacity Yes No – substantial shareholder No – substantial shareholder No – substantial shareholder No – substantial shareholder Non-executive Yes No Yes Yes Yes Yes Yes Term in Office 1 year 6 months 1 year 1 year 1 year 1 year 1 year The Company did not comply with recommendation 2.1 of the ASX Corporate Governance best practice recommendations as during the year, following the acquisition of shares by two of the directors resulting in them becoming substantial shareholders of the Company, a majority of the Board are not considered to be independent when considered in accordance with the criteria set out in recommendation 2.1. The Board believe that the individuals on the Board can and do make quality and independent judgements in the best interest of the Company and other stakeholders. Principle 3 – Promote ethical and responsible decision making The Board has adopted a detailed code of ethics and values and a detailed code of conduct for transactions in securities. The purpose of these codes is to guide Directors in the performance of their duties and to define the circumstances in which both they and management, and their respective associates, are permitted to deal in securities. The Board will ensure that restrictions on dealings in securities are strictly enforced. Both codes have been designed with a view to ensuring the highest ethical and professional standards, as well as compliance with legal obligations, and therefore compliance with the Guidelines. Principle 4 – Safeguard integrity in financial reporting The Board requires the chief executive officer and the chief financial officer to state in writing to the Board that the financial reports of the Company present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with relevant accounting standards. The audit and risk committee (with its own charter) complies with the Guidelines. All the members of the audit committee are financially literate. The committee, which advises and reports to the Board, is appropriately constituted in that it is comprised of 3 non-executive Directors, it consists of a majority of independent directors and it is chaired by an independent chairman who is not the chairman of the Board. Principle 5 – Make timely and balanced disclosure The Company’s current practice on disclosure is consistent with the Guidelines. Policies and procedures for compliance with ASX Listing Rule disclosure requirements are included in the Company’s corporate governance charter. 18
Annual Report 2009