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Whitehaven Coal Limited : Annual Report 2013
77 Whitehaven Coal Limited Annual Report 2013 6. CORPORATE GOVERNANCE STATEMENT 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 the Company's corporate governance framework. Scope of responsibility of the 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 nancial targets for the Whitehaven Group; • monitor the implementation and execution of strategy and performance against nancial targets; and • appoint and oversee the performance of executive management and to take and ful l an e ective leadership role in relation to the Whitehaven Group. The Board Charter sets out the responsibilities which are speci cally 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 nancial and other reporting and the operation of Board committees ('Committees'). Day-to-day management of the Company's a airs 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 a ect 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 its nal determination of an individual Director's independence. The Board retains ultimate discretion in its judgment to determine if a Director is independent. Paul Flynn is not considered independent because during the nancial year he was an executive of the Company. Tony Haggarty is not considered independent because of his recent transition from Managing Director to Non-executive Director. A copy of the Board Charter can be viewed on Whitehaven's website. Directors' Report
Annual Report 2012