Programmed Maintenance Services Limited ACN BOARD CHARTER

Transcription

1 Programmed Maintenance Services Limited ACN BOARD CHARTER 1. Purpose Programmed Maintenance Services Limited (the Company) is a wholly owned subsidiary of PERSOL HOLDINGS CO., LTD, a company incorporated in Japan under Corporate Number (PERSOL) (via two intermediate holding companies, first Autalent Solutions Pty Ltd ACN (Autalent), which holds all the shares in the Company, and then Persol Australia Holdings Pty Ltd ACN , which in turn holds all the shares in Autalent). The board of directors of the Company (Board) has ultimate responsibility to PERSOL for the strategy and performance of the Programmed Group. The Board is dedicated to fulfilling these duties in a lawful and professional manner, and with the utmost integrity and objectivity. The Board has adopted this Board Charter to outline the manner in which its constitutional powers and responsibilities will be exercised and discharged, having regard to principles of good corporate governance, international best practice and applicable laws. This Board Charter includes an overview of: Board composition and process; the relationship and interaction between the Board, the Company's management and PERSOL; and the authority delegated by the Board to management. This Charter is to be reviewed by the Board as and when required. A copy of the current Board Charter is posted on the Company s website ( 2. Board composition Board composition and size The Board determines the size and composition of the Board, subject to rule 2 of the Company s Constitution. The composition of the Board is reviewed regularly to ensure the appropriate mix of skills, experience, expertise and diversity is present to facilitate successful strategic direction and the adequate discharge of its responsibilities and duties. The Board will comprise no more than ten directors appointed in accordance with the Company's Constitution. The Board may appoint a person to become a director at any time, subject to complying with the Company's Constitution. The terms of appointment of any director must be set out in a formal letter of appointment. Each executive director, including the Managing Director, must have a signed written employment agreement setting out the terms of their appointment. In appointing new directors to the Board, consideration is to be given to (among other things) the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgment, to commit the necessary time to fulfill the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.

2 3. Board role and responsibilities Board role The Board s role is to represent and serve the interests of PERSOL by overseeing, guiding and monitoring the Company s strategies, policies and performance on a regular basis. This role includes: protecting and optimising Company performance and building sustainable value for PERSOL within a framework of prudent and effective controls that enable risk to be assessed and managed; setting, reviewing and ensuring compliance with the Company s values and governance framework (including establishing and observing high ethical standards); and ensuring PERSOL is kept informed of the Company s performance and major developments affecting its state of affairs. Board key responsibilities In addition to the matters the Board is expressly required by law to consider, the key responsibilities and functions of the Board are: overseeing the business and affairs of the Company, including its control and accountability systems; selecting, appointing and evaluating the performance of the Managing Director; developing a succession plan for the role of Managing Director; driving the strategic direction and objectives of the Company, and engaging with management in the development of corporate strategy, including setting performance objectives and approving operating budgets; monitoring corporate performance and implementation of strategy and policy; reviewing and ratifying systems of risk management, internal compliance, and occupational health and safety; approving major capital expenditure, acquisitions and divestitures, and monitoring capital management; monitoring and reviewing management processes aimed at ensuring the integrity of financial and other reporting; approving the Company's financial reports (after receiving a declaration from the Managing Director and Chief Financial Officer of the kind referred to in Part 4 of this Charter); developing and reviewing corporate governance principles and policies; and promoting the Company to, and communicating effectively with, key stakeholders to assist them in understanding the Company s priorities, goals and strategic direction. Programmed Maintenance Services Limited Board Charter Page 2

3 Directors Directors will act at all times with honesty and integrity and will observe the highest standards of ethical behaviour. All directors (whether independent or not) are expected to bring their independent views and judgment to the Board. Directors must declare immediately to the Board any potential or actual conflicts of interest. Directors will ensure that no decision or action is taken that has the effect of prioritising their personal or other interests over the Company s interests. A director may be involved with other companies or professional firms which may from time to time have commercial dealings with the Company. Directors must ensure that such involvements are disclosed in accordance with applicable laws and must strictly adhere to the constraints on their participation and voting when the Board considers such commercial dealings. Non-executive directors may accept positions on other Boards with the approval of the Chairman, following consideration as to whether the intended directorship may cause a conflict of interest. The Board will keep a record of any Director's other directorships or offices currently held on another company's board. Directors will be expected to participate in all induction and orientation programs and any continuing education or training arranged for them. The Board collectively, and each director individually, has the right to seek independent professional advice at the Company's expense on matters which may be of concern, subject to the prior approval of the Chairman which will not be unreasonably withheld. 4. Delegation of duties and powers Relationship with management The Board may delegate its powers as it considers appropriate. However, ultimate responsibility for strategy and control of the Company rests with the Board. Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. The Board collectively, and each director individually, has the right to request additional information at any time when considered appropriate. Role of the Managing Director The Board has delegated responsibility for day-to-day management of the Company to the Managing Director. The Board approves corporate objectives for the Managing Director to satisfy and, jointly with the Managing Director, develops the duties and responsibilities of the Managing Director. Programmed Maintenance Services Limited Board Charter Page 3

4 The Managing Director s specific responsibilities include: effective leadership of the Company; developing, in conjunction with the Board, the Company s purpose, vision, values, and goals; developing the short, medium and long-term corporate strategies and development and operational plans to achieve the company s vision and overall business objectives; implementing and monitoring these strategies and plans, and presenting to the Board on current and future initiatives; achieving the corporate goals and objectives; establishing and maintaining effective and positive relationships with Board members, employees, PERSOL, customers, suppliers and other government and business liaisons, and undertaking the role of key company spokesperson; ensuring statutory, legal and regulatory compliance; together with the Chief Financial Officer, providing a declaration that: - in their opinion, the financial records of the Company have been properly maintained; - in their opinion, the financial statements of the Company comply with applicable accounting standards and present a true and fair view of the Company's financial position and performance; and - their opinion has been formed on the basis of a sound system of risk management and internal control, which is operating effectively; ensuring appropriate risk management practices and policies are in place; recommending policies to the Board in relation to a range of organisational, operational and administrative issues, including organisational structure and delegations of authority; encouraging staff commitment and strategically aligning the corporate culture with the organisation s goals and objectives; appointing, developing and motivating direct reports and their respective teams, and ensuring there is an appropriate staff appraisal system in place; reporting to the Board, or as directed by the Board, and providing prompt and full information regarding the conduct of the business of the Company; and ensuring all material matters that affect the Company are brought to the Board's attention. Role of management committees The functional lead of the HSE, Risk and People management committees will report to the Board at each of the Board's regular meetings, so as to assist the Board to discharge its responsibilities with respect of the matters that fall within the scope of the relevant management committee's concern. Programmed Maintenance Services Limited Board Charter Page 4

5 The Board will seek any such further reports or input from the functional lead of each management committee as may be required from time to time so as to enable the Board to discharge its duties and responsibilities to the Company and to PERSOL. Executives to be directors of subsidiaries The Board has determined that, as a general policy, only executive directors should sit on the boards of wholly-owned subsidiaries. All appointments to the boards of wholly-owned subsidiaries are to be approved by the Managing Director. The Managing Director and the Chief Financial Officer are to be appointed as directors of wholly-owned subsidiaries, and the responsible divisional executives may also be appointed as directors. 5. Board process Meetings The Board will meet at least four times per year. Periodically, directors may meet without management present. Directors will use all reasonable endeavours to attend Board meetings in person. The Company s Constitution governs the regulation of Board meetings and proceedings. The Chairman The Board will appoint one of its members to be Chairman of the Board in accordance with rule 11.4 of the Company's Constitution. The Chairman has a major role in providing leadership to the Board and representing the Board to PERSOL and external parties. The Chairman must be able to commit the time to discharge the role effectively. The Chairman should facilitate the effective contribution of all directors and promote constructive and respectful relations between the Board and management. Other responsibilities include guiding the agenda of the Board and conducting Board meetings. The Company Secretary The Board will appoint at least one Company Secretary. The Company Secretary is accountable to the Board through the Chairman, and is responsible for coordination of all Board business, including agendas, board papers, minutes, communication with regulatory bodies, and all statutory and other filings. Responsibilities of the Company Secretary include: facilitating the induction of new directors; Programmed Maintenance Services Limited Board Charter Page 5

6 facilitating the implementation of Board policies and procedures; and providing advice to the Board on corporate governance matters. All directors will have direct access to the advice and services provided by the Company Secretary. Programmed Maintenance Services Limited Board Charter Page 6