The Board of Directors of Nvoi Ltd (“Company”) has adopted this Charter to outline the manner in which its constitutional powers and responsibilities will be exercised and discharged, adopting principles of good governance practice that accord with applicable laws in the jurisdictions in the which the Company operates, including as a result of being a public Australian company listed on the Australian Securities Exchange (“ASX”).
1.1 The Board of Directors of the Company is ultimately responsible for the oversight and review of the management, administration and overall governance of the Company, including:
1.2 In carrying out its responsibilities and powers as set out in this Policy, the Board will at all times recognise its overriding responsibilities to:
2. Composition and Term of Office
2.1 The Board of the Company will consist of at least an equal number of or more Non-Executive Directors to Executive Directors appointed from time to time.
2.2 The majority of the Non-Executive Directors should be independent as defined by the ASX Corporate Governance Council.
2.3 The Directors determine the size of the Board, with reference to the Constitution, which provides that there will be a minimum of 3 directors and not more than 6 directors, unless otherwise determined at a General Meeting. Within this constraint, Directors may appoint additional Directors or appoint a Director to fill a casual vacancy arising.
2.4 A Director appointed by the Board to an additional position or a casual vacancy, will hold office until the next Annual General Meeting when the Director, being eligible, may nominate for election.
2.5 All directors (except the Executive Directors) are required to submit themselves for re-election at least once every three (3). The Board undertakes an annual review process that includes a review of the performance of individual Directors. The Board will endorse a retiring Director for re-election only where his or her performance over the preceding year meets or exceeds the Board’s expectations.
2.6 In order to ensure that the composition of the Board will change over time:
2.7 Chairman reviews the composition of the Board on an annual basis in consultation with the Board.
3. Role of the Board
3.1 The Board has ultimate responsibility to set policy regarding the business and affairs of the Company and its subsidiaries for the benefit of its shareholders and other stakeholders and is accountable to shareholders for the performance of the Nvoi companies.
3.2 The principal responsibilities of the Board as a collective body are:
4.1 The Chairman will be elected by the Directors in accordance with the Constitution and will be an independent non-executive director and independent of the role of CEO.
4.2 The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function, and for briefing all Directors in relation to issues arising between Board meetings.
4.3 The Chairman should encourage the effective contribution of all Directors and promote constructive and respectful relations between Board members and between the Board and management.
4.4 The Chairman should be able to commit the time necessary to discharge the role effectively. In that context the number of other positions, and time commitment associated with them, should be taken into account.
4.5 The Board may appoint one of the Directors as Deputy Chairman, to act for the Chairman as required by the Constitution.
5. Delegation of Authority
5.1 Delegation to Management
As indicated above, the Board has ultimate responsibility for the strategic direction and control of the Company. The Board delegates management of the Company’s resources to the executive management team (EXCO) under the leadership of the CEO to deliver the strategic direction and goals determined by the Board.
The CEO is responsible to the Board for the leadership, management and performance of the Company. CEO’s Responsibilities include:
5.2 Delegation to Committees
The Board from time to time establishes Committees to streamline the discharge of its responsibilities and for each standing committee adopts a charter setting out the matters relevant to the composition, responsibilities and administration of such Committees. The Board has, as at the date of this Charter, established the:
a. Audit & Risk Committee; andb. Remuneration & Nominations Committee;
The Board also delegates specific functions to ad hoc Committees on an “as needs” basis. The power delegated to these Committees is set out in relevant Board resolutions establishing the Charter of each Committee.
The composition, role and performance of each Committee will be reviewed on an annual basis as part of the Board’s performance assessment process.
The Company Secretary maintains Charters for each of the Committees which are reviewed annually and published on the company’s website, as is this overall Corporate Governance Charter.
6. Administrative matters
6.1 The Board determines a schedule of meetings at the beginning of each year. Additional meetings are held as required to address specific issues.
6.2 The Company Secretary is appointed by the Board and attends meetings of the Board or a Committee (if required) as minute secretary. EXCO members will be invited to attend Board or Committee meetings (or parts of those meetings) from time to time where the Board or Committee considers their involvement to be of assistance to the consideration of items of business for the meeting.
6.3 The Company Secretary also supports the Board by monitoring that Board policies and procedures are followed, and coordinating the completion and dispatch of Board and Board Committee agenda and briefing materials in a timely manner.
6.4 The Company Secretary is also responsible for briefing the Board on its requirements in respect of obligations set by various authorities, posting documents which the Directors should read on the website as soon as they are available, maintaining a set of current policies and ensuring that they are reviewed annually and maintaining a set of Board and Board Committee records.
6.5 The CFO is appointed by the Board and attends meetings of the Board or a Committee (if required) by invitation only.
7. Subsidiary Companies’ Governance
7.1 Subsidiary companies’ governance will generally be in accordance with the constitutions of the subsidiaries, applicable local laws and Company’s Boards of Subsidiaries policy (to be determined by the Board).