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Whitehaven Coal Limited : Annual Report 2009
22 5. CORPORATE GOVERNANCE STATEMENT The Board of Whitehaven Coal Limited (the Company') is committed to achieving the highest standards of corporate governance and to conducting its operations and corporate activities safely and in accordance with all applicable laws and regulatory obligations. This Corporate Governance Statement sets out the key details of Whitehaven's corporate governance framework. Scope of responsibility of Board The Board has a formal Board Charter which sets out the responsibilities, structure and composition of the Board. It provides that the Board's broad function is to: • determine strategy and set financial targets for the Whitehaven Group • monitor the implementation and execution of strategy and performance against financial targets • appoint and oversee the performance of executive management and to take and fulfill an effective leadership role in relation to Whitehaven The Charter sets out the responsibilities which are specifically reserved for the Board. These include the following: • composition of the Board, including the appointment and removal of Directors • oversight of the Company, including its control and accountability systems • appointment and removal of senior management and the Company Secretary • reviewing and overseeing systems of risk management and internal compliance and control, codes of ethics and conduct, and legal and statutory compliance • monitoring senior management's performance and implementation of strategy • approving and monitoring financial and other reporting and the operation of committees Day-to-day management of the Company's affairs and implementation of its strategy and policy initiatives are delegated to the Managing Director and senior executives, who operate in accordance with Board approved policies and delegated limits of authority. A copy of the Board Charter can be viewed on Whitehaven's website. Audit and Risk Management Committee The purpose of Audit and Risk Management 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) Alex Krueger The Committee performs a variety of functions relevant to risk management and internal and external reporting and reports to the Board following each meeting. 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. DIRECTORS' REPORT
Annual Report 2008
Annual Report 2010