Introduction
Audit
Committee Charter
Board
Charter
Code
of Conduct
Nomination
Committee Charter
Remuneration
Committee Charter
Trading
Policy
Board Charter
The Board of Directors of Community Life Limited has adopted the
following charter (Board Charter) formalising the functions and
responsibilities of the Board.
OBJECTIVE
The objective of the Board is to provide an acceptable rate of
return to the Company’s shareholders and takes into account
the interests of its employees, customers, suppliers, lenders
and the wider community.
The Board of Community Life Limited is primarily responsible for
ensuring that the Company has an appropriate corporate governance
structure to ensure the creation and protection of shareholder
value. This Board Charter summarises the role and responsibilities
of the Board and comments on the Board’s approach to corporate
governance.
The Community Life Constitution is the Company’s key governance
document. The Board must ensure that it and the Company comply
at all times with the provisions of the Constitution.
The Board must at all times act honestly, fairly and diligently
in all respects in accordance with the law applicable to the Company.
Furthermore, the Board will at all times act in accordance with
all relevant Company policies.
Each of the Directors, when representing Community Life, must
act in the best interest of shareholders of the Company and in
the best interests of the Company as a whole.
RESPONSIBILITIES
The Board is responsible for:
• overseeing and approving the Company’s strategic
and operating objectives;
• reviewing and approving the Company’s financial
position, systems of risk management and internal compliance and
control, codes of conduct and legal compliance;
• approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and divestitures;
• appointing and removing the Managing Director;
• ratifying the appointment, and where appropriate, the
removal, of the Chief Financial Officer and the Company Secretary;
• evaluating the performance of the Managing Director and
the Senior Management Team and determining their remuneration;
• ensuring that policies and procedures are in place consistent
with the Company’s objectives, and that the Company and
its officers act legally, ethically and responsibly in all matters.
COMPOSITION/STRUCTURE
The Board shall comprise a majority of independent non-executive
Directors and the Managing Director and shall be structured so
as to meet the principles and recommendations of the ASX Corporate
Governance Council or other such principles and guidance as the
Board may consider appropriate from time to time.
In accordance with the Company’s constitution the minimum
number of Directors is three. The Board shall comprise Directors
with a range of backgrounds and experience.
The Board defines an independent Director is a Director who is
not a member of management (a non-executive Director) and who:
• holds less than 5% of the voting shares of the Company
and is not an officer of, or otherwise associated, directly or
indirectly, with a shareholder of more than 5% of the voting shares
of the Company;
• has not within the last 3 years been employed in an executive
capacity by the Company or another Group member, or been a Director
after ceasing to hold any such employment;
• within the last 3 years has not been a principal or employee
of a material professional adviser or a material consultant to
the Company or another Group member;
• is not a material supplier or customer of the Company
or another Group member, or an officer of or otherwise associated,
directly or indirectly, with a material supplier or customer;
• has no material contractual relationship with the Company
or another Group member other than as a Director of the Company;and
• the Board considers, ‘material’, in this context,
to be where any
Director-related business relationship has represented, or is
likely in future to represent of more than 10% of the annual turnover
of the Group.
The Chairman of the Board shall be a non-executive Director, if
applicable.
BOARD MEETINGS
Board meetings are to be held at least every two months and the
Secretary will be required to give reasonable notice of a meeting.
Other meetings may be held provided that sufficient notice is
given to all Directors.
The Chairman will call a meeting of the Board if so requested
by any Director.
COMMITTEES
To assist the Board in fulfilling its duties and responsibilities,
it has established three committees:
• Audit Committee;
• Nomination Committee;
• Remuneration Committee.
CODE OF CONDUCT
All Directors must comply with the Company’s share trading
policy and rules and all codes of conduct adopted by the Board
from time to time.
PROFESSIONAL ADVICE
The Directors may, with the approval of the Board, take independent
professional advice to assist them in properly exercising their
powers and discharging their duties as directors or as members
of Board committees. The Company will reimburse each Director
for the reasonable expense of obtaining such advice.
DIVISION OF RESPONSIBILITY BETWEEN THE BOARD AND
SENIOR MANAGEMENT
The Board is responsible for setting the strategic direction for
the Company, establishing goals for management and monitoring
the achievement of these goals.
The Managing Director is responsible to the Board for the day-to-day
management of the Company with all powers, discretions and delegations
authorised, from time to time by the Board.
In turn, the Senior Management team is responsible to the Managing
Director and the Board relative to their particular areas of responsibility.
MEASUREMENT OF THE BOARD’S PERFORMANCE
The Board shall undertake an annual performance evaluation of
itself that:
• compares the performance of the Board with the requirements
of this Charter;
• sets forth the goals and objectives of the Board for the
upcoming year; and
• effects any improvements to the Board charter deemed necessary
or desirable.
The performance evaluation shall be conducted in such manner as
the Board deems appropriate.
REVIEW OF CHARTER
This Charter will be reviewed by the Board from time to time,
to ensure that it continues to reflect the spirit of all applicable
laws and regulations and Community Life’s commitment to
its staff and the community.
