Apata strategic review; a plan in motion

apata (annual report 2007/08)
24
Corporate governance statement
Responsibilities and functions of the board
The Board of Directors is responsible to shareholders
for the performance of the Group. Responsibility for
day-to-day operations and administration is delegated
by the Board to the Chief Executive Officer.
Board composition
The Company’s constitution permits a minimum number
of two directors, and a maximum of seven.
At each general meeting, one third of the ordinary
directors shall retire from office. A retiring ordinary
director shall be eligible for re-election.
The Board may by resolution from time to time
appoint and remove two additional people as directors
(each an “additional director”). An additional director
will hold office for such term as is determined by the
Board at the time of appointment, up to a maximum
term of three years.
The Chairman is elected annually by the Board at the first
directors’ meeting following the annual meeting.
A director is not required to hold shares.
Audit and risk committee
The audit and risk committee comprised two directors
during the year in review; David Goodwin and Max
McGreevy. A third committee member will be appointed
during the 2008/09 year. Members of the executive and
the external auditors are invited to committee meetings
as deemed necessary.
The primary role of the committee is to assist the Board
to meet its responsibilities in respect of the Group’s
accounting practices, reporting requirements and
internal controls.
These responsibilities include:
1. Monitoring of corporate risk assessment and the
internal controls instituted;
2. Review of the annual financial statements, audit
findings and processes;
3. Review of accounting processes and interim financial
information, including budgets;
4. Review of the frequency and significance of all
transactions between the company and related
parties and assessment of their propriety;
5. Oversight of compliance with statutory
responsibilities relating to financial, shareholder and
other requirements.
The Board may establish other committees on an ad hoc
basis as required from time to time.
Delegation of authority
The constitution restricts certain authorities to the
Board, but provides for authority on other matters to be
delegated. The Board has delegated certain authority to
the audit and risk committee and to senior management,
particularly to facilitate the day-to-day management of
the business, including the signing of contracts and
other documents.
Conflicts of interest
Where any director has a conflict of interest or is
otherwise interested in any transaction, that director is
required to disclose his conflict of interest, and thereafter
neither participate in the discussion nor vote in relation
to the relevant matter. The Group maintains a register of
disclosed interests.
The role of shareholders
The Board aims to ensure that shareholders are
informed of all major developments affecting the
Group’s state of affairs. Information is communicated
to shareholders in the annual report, newsletters and
other correspondence. The Board encourages full
participation of shareholders at the annual meeting to
ensure understanding of and support for the Group’s
strategies and goals.