Home' Acrux Annual Report : Acrux Annual Report 2017 Contents 1. The Board of Directors continued
1.2 Board Composition continued
The details of their background, skills and experience are set out on page 18 of this report.
election at 2017
Appointed 19 March 1998
Resigned 7 December 2016
Appointed 1 October 2013
Appointed 3 November 2014
Appointed 1 June 2016
Appointed 1 June 2016
1. Ross Dobinson held the position of Executive Chairman from 1 July 2012 until Michael Kotsanis was appointed Chief Executive Officer on 3 November 2014.
2. Ross Dobinson, Timothy Oldham, Simon Green and Geoff Brooke were re-elected on 10 November 2016.
3. Bruce Barncutt resigned 7 December 2016.
4. Michael Kotsanis is the Managing Director.
1.3 Director independence
Pursuant to the recommendations of ASX Principle 2, the Board
Charter ideally requires the Board to include a majority of Non-
Executive independent Directors, have a Non-Executive independent
Chairman and to have different persons filling the roles of Chairman
and Chief Executive Officer. The Board appointed Ross Dobinson
as Executive Chairman following the departure of the former Chief
Executive Officer and Managing Director at the end of the 2012
financial year. Notwithstanding the Board Charter, the Board
determined that with his extensive experience, the current needs
of the Company were best served by appointing Ross into an
Executive role. Michael Kotsanis was subsequently appointed
as Chief Executive Officer on 3 November 2014. Ross Dobinson
has simultaneously ceased his Executive responsibilities with the
Company. In accordance with the recommendation of ASX Principle
2.5 and since the appointment of Michael Kotsanis, the roles of
Chair and Chief Executive Officer were not exercised by the
same individual. The Chair is responsible for the leadership of the
Board, for ensuring that the Board functions effectively and, where
appropriate, communicating the views of the Board to the public.
The Chair sets the agendas for Board meetings and manages the
conduct of meetings by facilitating open discussion between Board
members, between the Board and Management and with the public.
1.4 Terms of Director appointment
The Chairman, Non-Executive Directors and Managing
Director have formal letters of appointment. Remuneration
of the Non-Executive Directors, Managing Director and
the terms of appointment of the Chairman are disclosed
in the Remuneration Report.
1.5 Access to information and
All Directors have unrestricted access to employees of the Company
and, subject to the law, access to all Company records and
information held by the Company, its employees and advisors.
The Board receives an agenda, detailed financial and operational
reports and, where relevant, reports of the Board Committees for
each Board meeting. Each Director is entitled to obtain independent
professional advice at the Company's expense for the purpose of
assisting them in performing their duties. A Director who wishes to
obtain such advice must first obtain the approval of the Chair (which
approval must not be unreasonably withheld) and must provide the
Chair with the reason for seeking such advice, the identity of the
person from whom the advice will be sought and the likely cost of
obtaining such advice. Except in certain circumstances detailed
in the Board Charter, advice obtained in this manner is made
available to the Board as a whole.
1.6 Human capital and nomination committee
The current members of the Human Capital and Nomination
Committee of the Board are Timothy Oldham (Chair), Geoff
Brooke and Simon Green. Geoff Brooke joined the Committee
on 5 June 2017, replacing Bruce Parncutt. The Committee met on
7 December 2016 and 22 June 2017, with all members attending.
Members of the Committee are chosen having regard to their skills
and experience in relation to the matters for which the Committee
is responsible. Members of the Committee have unrestricted access
to company records, Management and advisers and the external
The Committee's role, which is set out in its Charter, in general
terms is to:
a. establish a formal and transparent procedure for the selection
and appointment of new Directors to the Board;
b. identify suitable candidates to fill Board vacancies as and
when they arise and nominating candidates for the approval
of the Board;
c. consider processes for the orientation and education of
new Directors and developing ongoing policies to facilitate
continuing education and development of Directors;
d. periodically assess the skills required for each Director to
discharge competently the Director's duties;
Corporate governance statement continued
10 | Acrux Annual Report 2017
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