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Whitehaven Coal Limited : Annual Report 2009
24 Principle 1 -- Lay solid foundations for management and oversight The role of the Board and delegation to senior management have been formalised as described above. On an annual basis, the Board reviews the performance of the Managing Director. The assessment criteria used in these reviews is both qualitative and quantitative and includes the following: • financial performance • safety performance • strategic actions The Managing Director annually reviews the performance of Whitehaven's senior executives using criteria consistent with the above. The performance of the Managing Director and the Company's senior executives during the 2009 financial year has been assessed in accordance with the above processes. Principle 2 -- Structure the Board to add value The Board reviews its composition from time to time to ensure the Board benefits from an appropriate balance of skills and experience. The Board is currently comprised as follows: Director Independent Non-executive Term in Office J Conde (Chairman) Yes Yes 2 years N Chatfield Yes Yes 2 years A Krueger Yes Yes 2 years H Mendes No -- substantial shareholder Yes 2 years T Haggarty No -- employed in an executive capacity No 2 years A Davies No -- employed in an executive capacity No 6 months A Plummer No -- employed in an executive capacity No 2 years Whitehaven did not comply with recommendation 2.1 of the ASX Guidelines during the 2009 financial year as a majority of the Board are not considered to be independent when considered in accordance with the criteria set out in recommendation 2.1. Notwithstanding this, the Board believes that the individuals on the Board can and do make quality and independent judgements in the best interests of the Company and other stakeholders. The Board regularly assesses the independence of each non- executive Director. The Board periodically undertakes an evaluation of the performance of the Board and its Committees. The evaluation encompasses a review of the structure and operation of the Board, and the skills and characteristics required by the Board to maximise its effectiveness, and the appropriateness of the Board's practices and procedures to meet the present and future needs of the Company. A formal assessment of the Board's performance was conducted in August 2009. In addition to the above, Whitehaven's corporate governance charter requires an external review of the performance of the Board at intervals not exceeding three years, to ensure independent professional scrutiny and benchmarking against developing best market practice. Principle 3 -- Promote ethical and responsible decision making Whitehaven has a Code of Ethics and Values and a Code of Conduct for Transactions in Securities. The purpose of these codes is to provide Directors and employees with guidance on what is acceptable behaviour, including in dealings in the Company's securities. The codes require all Directors, managers and employees to maintain the highest standards of honesty and integrity. The Code of Ethics and Values and the Code of Conduct for Transactions in Securities can be viewed on Whitehaven's website. DIRECTORS' REPORT
Annual Report 2008
Annual Report 2010