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Whitehaven Coal Limited : Annual Report 2013
79 Whitehaven Coal Limited Annual Report 2013 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 2013 nancial 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: • nancial 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 2013 nancial 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, the Board was made up of nine Directors including ve independent Directors. The initial Directors were Mark Vaile, John Conde, Tony Haggarty, Rick Gazzard, Philip Christensen, Christine McLoughlin, Hans Mende, Paul Flynn and Allan Davies. During the course of the year Hans Mende and Allan Davies resigned as Directors. In addition Paul Flynn replaced Tony Haggarty as Managing Director and CEO, while Mr Haggarty remained on the Board as a Non-executive Director. The Board reviews its composition from time to time to ensure the Board bene ts from an appropriate balance of skills and experience. Details of the experience and skills are set out on pages 64 to 65 of the Directors' report. The Board is currently comprised as follows: Director Independent Non-executive Term in Office Mark Vaile (Chairman) Yes Yes 1 year, 4 months John Conde (Deputy Chairman) Yes Yes 6 years Paul Flynn No No 1 year, 4 months Philip Christensen Yes Yes 1 year, 4 months Rick Gazzard Yes Yes 1 year, 4 months Tony Haggarty No Yes 6 years Christine McLoughlin Yes Yes 1 year, 4 months 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 e ectiveness, and the appropriateness of the Board's practices and procedures to meet the present and future needs of the Company. The most recent evaluation was conducted in July/August 2013. Directors' Report
Annual Report 2012