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Whitehaven Coal Limited : Annual Report 2011
WhitehavenCoalLimited–AnnualReport2011 29 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 are 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 2011 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 4 years N Chatfield Yes Yes 4 years A Krueger No – affiliated with substantial shareholder Yes 4 years H Mende No – substantial shareholder Yes 4 years T Haggarty No – employed in an executive capacity No 4 years A Davies No – employed in an executive capacity No 2 years A Plummer No – employed in an executive capacity No 4 years Whitehaven did not comply with recommendation 2.1 of the ASX Guidelines during the 2011 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. The most recent evaluation of the performance of the Whitehaven Board was conducted in the 2011 financial year. Principle 3 – Promote ethical and responsible decision making Whitehaven has a Code of Ethics and Values. The purpose of this code is to provide Directors and employees with guidance on what is acceptable behaviour. The code requires all Directors, managers and employees to maintain the highest standards of honesty and integrity. The Code of Ethics and Values can be viewed on Whitehaven’s website. Whitehaven has a Securities Trading Policy which it has disclosed to the ASX in accordance with the listing rules. The policy sets out the windows in which employees and Directors can trade in Whitehaven’s securities. Under the policy all employees and Directors are prohibited from trading in Whitehaven’s securities when they are in possession of price sensitive information that is not generally available. The recruitment and selection processes adopted by Whitehaven ensure that staff and management are selected in a non- discriminatory manner based on merit. Whitehaven also values diversity in the organisation. In light of recent amendments to the ASX’s Corporate Governance Principles, Whitehaven intends to formalise and publish its diversity policy and set suitable diversity targets and benchmarks against which it will report.
Annual Report 2010
Annual Report 2012