Corporate Governance

Board of Directors

The Board is committed to achieving the highest standards of corporate governance and to this end continues to review the Group’s Corporate Governance framework in light of the ASX Corporate Governance Council recommendations released in March 2003. The Board’s practices are largely consistent with the recommendations.

The Directors are responsible for the performance of the Group and aim to enhance and protect the interests of stakeholders through the establishment of corporate governance guidelines and practices.

Activities of the Board include:

Review and approval of the Group’s strategic direction and monitoring its progress against approved strategies;
Monitoring Company and controlled entities performance on a regular basis;
Receiving and considering reports from the Remuneration Committee and Audit Committee;
Performance assessment of Chief Executive Officer;
Review and approval of major initiatives;
Ensuring adequate risk assessment, reporting and control procedures are established;
Reporting to stakeholders; and
Maintaining an independent view of management activities.

Composition of the Board

The Board currently comprises the following:

Non Executive Chairman – Mr. Tim Burton-Taylor
Managing Director – Ms. Deborah Wilson
Director – Mr. Mohit Prasad

Please refer to the "Policies" section for information relating to the Board’s responsibilities and obligations.

Board Committees

The Board has established two Committees to assist in fulfilling its responsibilities.

These include:

A Remuneration & Nomination Committee; and
An Audit Committee.

Attendance at Board and Board Committee meetings is detailed in the Directors' Report of Hamilton James & Bruce Group Limited’s Annual Report.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee is chaired by Mr. Burton-Taylor.

Please see HJB’s Remuneration & Nomination Committee Charter, listed under “Policies”, for further information.

Audit Committee

The Audit Committee is chaired by Mr. Burton-Taylor.

Please see HJB’s Audit Committee Charter, listed under “Policies”, for further information.