Download - AHG Limited

2012 Annual Report
For the year ended June 2012
Responsibilities of the Board
The relationship between the Board and senior
management is critical to the Company’s long
term success. The Board is responsible for the
performance of the Company in both the short and
the longer term and seeks to balance sometimes
competing objectives in the best interests of
the Group as a whole. The Board’s focus is to
enhance the interests of shareholders and other key
stakeholders and to ensure the Company is properly
managed. To fulfil this role, the Board is structured
according to the following mandate:
• the Chairman shall be a non executive director;
• at least half of the directors shall be non executive
directors; and
• the Board shall comprise directors with a broad
mix of business expertise and experience.
Day to day management of the Company’s affairs
and the implementation of the corporate strategy
and policy initiatives are formally delegated
by the Board to the Managing Director and
senior executives.
The responsibilities of the Board as a whole, the
Chairman and individual directors, and the functions
delegated to the senior executives are set out in the
Company’s Board Charter.
To ensure that non executive directors clearly
understand corporate expectations of them,
formal letters of appointment are provided to
them together with a directors’ manual which
contains various Company policies. To ensure that
executive directors clearly understand the corporate
expectations of them, service contracts and formal
job descriptions are provided to them.
Board Performance
The Board undertakes an annual self assessment of
its collective performance, the performance of the
Chairman and the performance of its committees
by way of a series of questionnaires. The results
are collated and discussed at a Board meeting and
any action plans are documented together with
specific performance goals which are agreed for the
coming year. Further, the Chairman undertakes an
annual assessment of the performance of individual
directors and meets privately with each director to
discuss this assessment. This self assessment was
conducted during the financial year ended 30 June
2012 in accordance with the above process.
Board Structure
The Board currently comprises eight directors,
six independent non executive and two executive.
Details of their skills, experience, expertise,
qualifications, term of office, independent status
together with the members of each committee
and their attendance at each committee
meeting are set out in the Directors’ Report. In
determining the criteria for the independence of
directors, AHG follows the guidance set out in
the Recommendations.
The Company’s Remuneration and Nomination
Committee is responsible for reviewing the Board’s
composition annually to seek to ensure it consists
of members with appropriate qualifications and
a broad range of experience that support the
Company’s wider objectives and strategies and
ensuring that there is a succession plan to maintain
an appropriate balance of skills, diversity, experience
and expertise in senior executives and the Board.
Audit and Risk
Management Committee
An Audit and Risk Management Committee
(“ARMC”) has been established and the specific
responsibilities are set out in the Committee’s
charter, which is available on the Company’s website.
The ARMC consists of three independent non
executive directors and members are appointed
by the Board. Details of the members of the
ARMC and their qualifications and attendance
at ARMC meetings are set out in the Directors’
Report. The Chair of the ARMC, Mr Michael Smith,
is an independent director. Information on the
procedures for the selection and appointment of the
external auditor and the rotation of external audit
engagement partners is available on the Company’s
investor relations website.
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