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Whitehaven Coal Limited : Annual Report 2012
Whitehaven Coal Limited -- Annual Report 2012 35 The Board Charter sets out the responsibilities which are specifically reserved for the Board. These include the following: • determining the composition of the Board, including the appointment and removal of Directors; • oversight of the Whitehaven Group, 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; and • approving and monitoring financial and other reporting and the operation of Board committees ('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. Under the terms of the Board Charter, an independent Director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with -- or could reasonably be perceived to materially interfere with -- the independent exercise of their judgment. The Board reviews and makes a determination regarding each Director's independence on a regular basis as required by any change in circumstance that may affect an individual's independence. In making this determination regarding independence the Board has regard to all relevant facts and circumstances that apply and to the relevant guidelines but ultimately the Governance and Nomination Committee will assess whether the Director is independent of management and any business or other relationship that could materially interfere with the exercise of objective or independent judgment or the Director's ability to act in the best interests of the Company. Following that process the Governance and Nomination Committee makes recommendations to the Board prior to their final determination of an individual Director's independence. The Board retains ultimate discretion in its judgment to determine if a Director is independent. Philip Christensen and Paul Flynn were not considered independent because during the financial year they were employed by companies associated with a major shareholder Nathan Tinkler. Those employment arrangements come to an end on 29 September 2012. Tony Haggarty and Allan Davies were not considered independent because during the financial year they were executives of the Company. A copy of the Board Charter can be viewed on Whitehaven's website.
Annual Report 2011
Annual Report 2013