
Directors
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The company is controlled by a Board consisting of six Directors.
John A Landels, AC, (Chairman), Non-executive Director
Mr. Landels was Chairman and Chief Executive Officer of the Caltex Group of companies prior to his retirement from that organisation in 1992. He was appointed a Director and Chairman of the Board on 9 July 1996.
Chris Kyriakou, LLB, Executive Director
Mr. Kyriakou has extensive business interests including commercial properties, share investments and rural property. He was appointed to the Board on 29 June 1979 and is Chief Executive Officer of the Company.
Mark R. Arnesen, Non-executive Director
Mr. Arnesen has extensive expertise in the structuring and negotiation of finance for major resource projects. He is a Chartered Accountant with over 18 years experience in the international resources industry, including a role with the Billiton/Gencor group companies where he was a corporate Treasurer from 1996 to 1998. In 1999 Mr. Arnesen joined Ashanti Goldfields Company Limited. As Managing Director - International Treasury. He was appointed to the Board on 2 November 2006.
Sydney J.P. Borg, FAICD, Non-executive Director
Mr. Borg is the Principal of PCS Australia Pty Ltd, a systems integration company facilitating net-works in the corporate and government areas; Chairman of Zylotech Ltd, which position he has held since 2003; President of the Australian Maltese Chamber of Commerce; and CEO of Mobile Entertainment Systems, a distribution company specialising in in-car entertainment systems. He was appointed to the Board on 1 July 1999.
Robert A Cleary, Non-executive Director
Mr. Cleary was employed for 18 years by the North Ltd/Energy Resources Australia Ltd group prior to his retirement. His last position with that organisation was Managing Director of Energy Resources of Australia Ltd from which position he resigned on 29 January 2004. He was appointed to the Board on 16 March 2005.
Jonathan R Reynolds, B.Com (Hons), CA, F Fin, AICD, Executive Director
Mr Reynolds has been the Company's Chief Financial Officer since 2001. Prior to that he held the position of Chief Financial Officer with a number of other listed entities and before that was a senior manager with an international firm of chartered accountants. He is a member of the Institute of Chartered Accountants in Australia, a Chartered Accountant (South Africa), a fellow of the Financial Services Institute of Australasia and holds a Bachelor of Commerce (Honours) degree from the University of the Witwatersrand. He was appointed to the Board on 7 June 2006 and is Finance Director of the Company.
Committees
Audit Committee
The Audit Committee oversees the financial reporting process to ensure the balance, transparency and integrity of published financial information; reviews the effectiveness of the Company’s internal financial control; ensures an independent audit process; recommends the appointment of the external auditor; assesses the performance of the external auditor; and oversees the Company’s compliance with acts and regulations in relation to financial reporting.
The committee comprises the following members, all of whom are non-executive directors: S.J.P. Borg (Chairman), M.R. Arnesen, R.A. Cleary, J.A. Landels.
Nomination Committee
The Nomination Committee oversees the appointment of directors and the selection, appointment and succession planning of the Company’s Chief Executive Officer. The committee makes recommendations to the Board on the appropriate skill mix, personal qualities, expertise and diversity of each position. Where, through whatever cause, it is considered that the Board would benefit from the services of a new director with particular skills, the Board would then appoint the most suitable candidate who must stand for re-election at a general meeting of shareholders.
The committee comprises the following members, all of whom are non-executive directors: R.A. Cleary (Chairman), M.R. Arnesen, S.J.P. Borg, J.A. Landels.
Remuneration Committee
Remuneration of senior management personnel is determined by a Remuneration Committee comprised of the Non-Executive Directors, taking into account information obtained via reputable industry remuneration surveys and / or independent consultant reports. This also includes responsibility for share option schemes, incentive performance packages, retirement and termination entitlements, fringe benefits policies and professional indemnity and liability insurance policies.
The committee comprises the following members, all of whom are non-executive directors: J.A. Landels, M.R. Arnesen, S.J.P. Borg, R.A. Cleary
