AS AT 30 JUNE 2011
40
Composition of the Board
At the date of this statement, the Board comprises
four Non-Executive Directors, three of whom are
independent and one Executive Director (Chief Executive
Ofcer). The names of the Directors, including details
of their qualifcations and experience, are set out in the
“Information on Directors” section of the 2011 FlexiGroup
Limited Annual Report.
Role of the Board
The role of the Board is to provide overall strategic guidance
for the Company and efective oversight of management.
The primary responsibilities of the Board include:
• overseeing the development of the Company’s corporate
strategy including reviewing and approving strategic
plans and performance objectives of the Company
• the appointment of the Chief Executive Ofcer and
senior executives, monitoring senior management’s
performance and approving senior management
remuneration policies and practices
• efective communication with shareholders including
reporting to shareholders and ensuring that all
regulatory requirements are met
• establishing and monitoring policies governing the
Company’s relationship with other stakeholders and
the broader community, including establishing and
maintaining environmental, employment, occupation,
health and safety policies
• actively promoting ethical and responsible
decision making
• reviewing and approving annual and half yearly
fnancial statements, monitoring fnancial results on
an ongoing basis, overseeing the Company’s accounting
and fnancial management systems, approving
and monitoring major capital expenditure, capital
management, major acquisition, divestitures and
restructures, and determining dividend policy
• establishing and overseeing the Company’s controls
and systems for identifying, assessing, monitoring
and reviewing material risks
Independent professional advice
Following consultation with the Chairman, Directors may
seek independent professional advice at the Company’s
expense. Generally, this advice will be available to
all Directors.
Performance assessment
The Board undertakes an annual self assessment of its
collective performance, the performance of the Chairman
and of its Committees. The Chairman meets privately
with each Director to discuss individual and collective
performance of Directors.
Re-election of Directors
At each Annual General Meeting of the Company there must
be an election of Directors. The Directors who must retire
from ofce (but are eligible to stand for re-election) at the
general meeting are as follows:
(a) each Director who has held ofce without re-election
i. beyond the third Annual General Meeting following
the Director’s appointment or last election; or
ii. for at least three years, which ever is the longer
period
(b) each Director who was appointed by the Directors
under article 10.7 of the constitution
(c) if none of (a) or (b) is applicable, the Director who has
served in ofce longest without re-election. If there are
two or more such Directors who have been in ofce an
equal length of time, then in default of agreement, the
Director to retire will be determined by lot
Conficts of interest
Directors are required to keep the Board advised, on an
ongoing basis, of any interest that could potentially confict
with those of the Company. Where the Board believes that
a signifcant confict may exist, the Director concerned does
not receive the relevant Board papers and is not present
at the meeting while the item is considered. Additionally,
Directors are required to advise the Board of any Board
or executive appointments to other companies and any
related party transactions including fnancial transactions
with the Group.
Financial reporting
The Chief Executive Ofcer and Chief Financial Ofcer
have certifed to the Board that the Company’s fnancial
statements are complete and present a true and fair view,
in all material respects, of the fnancial condition and
operational results of the Company and are in accordance
with relevant accounting standards. The Board receives
monthly reports from management on the fnancial and
operational performance of the Group.
Corporate Governance