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Whitehaven Coal Limited : Annual Report 2012
Whitehaven Coal Limited -- Annual Report 2012 37 Independent professional advice With the prior approval of the Chairman, each Director has the right to seek independent legal and other professional advice concerning any aspect of Whitehaven's operations or undertakings in order to fulfil their duties and responsibilities as Directors. Any costs incurred are borne by the Company. Compliance with ASX corporate governance guidelines and best practice recommendations The Board has assessed the Company's practice against the Australian Securities Exchange Corporate Governance Council's 'Corporate Governance Principles and Recommendations' ('ASX Guidelines'). Whitehaven complied with the ASX Guidelines in all material respects throughout the 2012 financial year. Where the Company has an alternative approach, this has been disclosed and explained. 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; and • 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 2012 financial year has been assessed in accordance with the above processes. Principle 2 -- Structure the Board to add value Following the merger of Aston Resources Limited ('Aston') and the Company by way of scheme of arrangement in 2012, the Board was reconstituted to comprise nine directors including four independent directors. The initial Directors were Mark Vaile, John Conde, Tony Haggarty, Rick Gazzard, Philip Christensen, Hans Mende, Paul Flynn and Allan Davies. During the course of the implementation of the scheme of arrangement, the Board was supplemented by the addition of Christine McLoughlin as an independent non-executive Director. Allan Davies has decided to not stand for re-election as a director of the Company, consistent with the ongoing review of the composition of the Board, particularly the objective of achieving an increased proportion of independent non-executive Directors. Allan will continue to serve as the Company's Executive General Manager Operations. The Board is currently comprised as follows: Director Independent Non-executive Term in Office Mark Vaile (Chairman) Yes Yes 4 months John Conde (Deputy Chairman) Yes Yes 5 years Tony Haggarty No No 5 years Philip Christensen No Yes 4 months Allan Davies No No 3 years Paul Flynn No Yes 4 months Rick Gazzard Yes Yes 4 months Christine McLoughlin Yes Yes 4 months
Annual Report 2011
Annual Report 2013