Board Charter
The Board represents shareholders and has the ultimate responsibility for managing the Group's business and affairs to the highest standards of corporate governance and business conduct. The Board operates in accordance with the formal Board Charter which establishes the duties and responsibilities of the Board.
As outlined in the Board Charter, the Board is responsible for the management of the affairs of the Group, including:
- Developing, approving and monitoring the corporate strategy, financial plans and objectives of the Group;
- Determining the Company's dividend policy and approving major capital expenditure, capital management and all major acquisitions, divestitures and corporate transactions of the Group;
- Appointing, monitoring and removing the Chairman and other members of the Board;
- Approving all accounting policies, financial reports and material reporting of the Group;
- Approving and monitoring delegations of authority;
- Establishing the goals and objectives for the Board and its Committees each year;
- Reviewing the performance of the Board, each Board Committee and each individual Director against the relevant Charters, corporate governance policies and agreed goals and objectives;
- Reviewing the remuneration of the Company's Executive and Non-Executive Directors;
- Ensuring that effective audit, risk management and regulatory compliance programs are in place to protect the Group's assets and shareholder value; and
- Reviewing the performance and effectiveness of the Group's corporate governance policies and procedures.
The Board Charter also establishes the specific powers and responsibilities of the Chairman and the Chief Executive Officer of the Management Company.
The Board is assisted in its management of the affairs of the Company by the Management Company, Babcock & Brown Capital Management Pty Limited. In accordance with the Management Agreement with the Company, the Management Company in conjunction with the Board has defined corporate objectives which the Management Company is responsible for meeting. These objectives include identifying and recommending investment opportunities for the Company, managing the Company's investments and advising in respect of any exit from those investments. In addition to these strategic objectives, the Management Company has specific operational management duties and carries out management services of the Company on a day-to-day basis.
To assist the Board in carrying out their responsibilities, the Board has established a number of Committees which act primarily in a review or advisory capacity.
The attached Board Charter further details the structure and responsibilities of the Board.
View Board Charter PDF.