The Board of Directors of Carreras Limited is collectively responsible for the success of the company.
The board remains committed to providing entrepreneurial leadership of Carreras within a framework of prudent and effective controls which enables risk to be assessed and managed. The board is responsible for overseeing the company's strategic aims; ensuring that the necessary financial and human resources are in place for the company to meet its objectives; and reviewing management performance. The board also upholds the company's values and standards and that its obligations to the company's shareholders and others are understood and met.
Responsibilities of board members (Chairman, Company Secretary, non-executive members)
There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company's business. No one individual should have unfettered powers of decision.
The Chairman is responsible for leadership of the board, ensuring its effectiveness on all aspects of its role and setting its agenda. The chairman is also responsible for ensuring that the directors receive accurate, timely and clear information. He also ensures effective communication with shareholders.
As part of their role as members of a unitary board, non-executive directors constructively challenge and help develop proposals on strategy. Non-executive directors also scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. They ensure the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
The Company Secretary plays a key role in assisting all directors to obtain the information they need to carry out their roles effectively. He is responsible for ensuring that board processes and procedures are appropriately followed and that they support effective decision making and governance in accordance with the Company's Act. Directors can obtain independent professional advice in the course of their duties, if necessary, at the company's expense.
There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.
Appointments to the board are made on merit and against objective criteria. Care is also taken to ensure that appointees have enough time available to devote to the job. This is particularly important in the case of chairmanship. The board also satisfies itself that plans are in place for orderly succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board.
Election and re-election
All directors are submitted for re-election at regular intervals, subject to continued satisfactory performance. The board ensures planned and progressive refreshing of the board.
The board should establish formal and transparent arrangements for considering how they should apply the financial reporting and internal control principles and for maintaining an appropriate relationship with the company's auditors.
The main role and responsibilities of the audit committee include: