Board Charter

Scope and Authority

The Board of Delecta Limited (Company) is the governing body of the Company. The Board acts in accordance with a statutory framework which principally includes the Corporations Act 2001 (Cth) (the Act), the ASX Listing Rules and the Constitution of the Company (Constitution).

The proceedings and meetings of the Board will be governed by the provisions of the Constitution in so far as they are applicable and not inconsistent with this Charter. The Board and/or each Director may obtain independent professional advice to assist in the proper exercise of its powers and responsibilities as it considers necessary.

Composition

TThe Board may decide on the number of Directors but must consist of a minimum of three (3). The Board consist of Non-Executive Directors and requires at least one (1) to be an independent Director. A Director’s independence is determined in accordance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd Edition). Directors shall have a mix of qualifications, skills and experience which allow them to be effective in their role. Directors are appointed for terms not exceeding three (3) years however are eligible for reappointment. No condition is placed on a Board member’s length of appointment, however independence will be considered within the context of the review. In the temporary absence of the Chair, one of the other Board members will act as Chair. The Company Secretary of the Company shall be the Secretary of the Board.

Board Committees

The Board has not established a separate Audit and Risk Committee or Remuneration Committee. The Board considers this is not necessary, taking into account the size of the Company, the size and structure of the Board and the stage of development of the Company.

Meetings

The Board shall meet as often as is required to undertake its role effectively and a Director may at any time request the Secretary to convene a Board meeting. Board members are expected to attend each meeting in person or via teleconference.

A quorum will comprise two (2) Directors.

The Board may invite any other members of senior management or other individuals to attend meetings, or provide the necessary information, as it considers appropriate A notice of each meeting confirming the date, time, venue and agenda will be forwarded to each Director in advance of the meeting. The notice will include supporting papers for the agenda items to be discussed.

Minutes of proceedings and resolutions of Board meetings shall be maintained by the Secretary. Minutes will be available for inspection by any Director at all times. Minutes of meetings will be provided to all Directors.

Directors are not entitled to vote or participate in the deliberations on any matter in which there is a conflict of interest and/or is a related party transaction.

Role of the Board

The Directors have ultimate responsibility for the overall operations of the Company. The Board’s primary role is to oversee the Company’s business activities and management for the benefit of shareholders. The key responsibilities of each Director and the Board collaterally include:

Leadership

Effective leadership of the Company; and
Establish codes and policies that reflect the Company’s values and guide the conduct of the Board and the Company.

Strategy

Formulate an annual strategic plan and drive the strategic direction, setting goals, performance measures and policies to govern the operations of the Company.

Shareholder Liaison

Approve the issue of any shares, options, equity instruments or other securities in the Company;
Develop and monitor corporate governance practices;
Review material ASX announcements prior to release;
Effectively communicate with shareholders and the market providing timely disclosure of performance and major developments; and
Serve the interests of shareholders and recognise the interests of other stakeholders such as employees, investors, regulators, and the wider community.

Risk Management

Ensure senior management has established and operates a risk management system which is designed to identify, assess, monitor and manage risk.

Company Finances

Approve operating budgets;
Review business results and monitor performance against corporate strategy plans and operating budget;
Approve major capital expenditure, acquisitions and divestments;
Review and monitor the systems, processes and controls which guard the integrity of the financial records and reporting;
Review reporting to stakeholders and regulators to ensure accuracy, objectivity and timely disclosure;
Approve the annual and half yearly financial statements and quarterly activity reports; and
Approve the engagement of auditors and review any report to the Board (from auditors) on the Company’s financial results and reporting systems, internal controls and compliance with statutory and regulatory requirements.

Human Resources

Appoint, assess the performance of, and if necessary remove the Managing Director, Chief Financial Officer and Company Secretary;
Manage the nomination, appointment and terms of appointment of Non-Executive Directors;

Occupational Health and Safety

Monitor the effectiveness of the Company’s occupational health and safety systems.

Role of Chairman

The Chairman is considered the “lead” Director and utilises his/her experience, skills and leadership abilities to facilitate the governance processes. The Chairman’s specific responsibilities include:

Leadership and effective performance of the Board;
Assess the performance of Non-Executive Directors;
Chair board meetings;
Chair shareholder meetings;
Develop, in conjunction with the Board, the Company’s strategic, operational and financial objections;
Approve major capital expenditure, acquisitions and divestments; and
Select, appoint and assess the performance of senior management (direct reports).

Role of the Managing Director

The Managing Director (MD) is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board. The MD reports directly to the Board. The MD’s primary objective is to ensure the ongoing success of the Company through being responsible for all aspects of the management and development of the Company. Specific responsibilities of the MD include:

Implement the Company’s strategic, operational and financial objectives;
Propose major capital expenditure, acquisitions and divestments to ensure their alignment with corporation strategy and justification on economic grounds;
Management of the day-to-day affairs of the Company including its people, processes, policies and systems;
Maintain effective relationships with the Company’s stakeholders including Board members, shareholders, customers, suppliers and other government and business liaisons;
Ensure statutory, legal and regulatory compliance; and
Ensure all material matters that affect the Company are brought to the Board’s attention.

Role of Company Secretary

The Company Secretary is charged with facilitating the Company’s corporate governance processes and holds primary responsibility for ensuring that the Board processes and procedures are carried out efficiently and effectively.

The Company Secretary is accountable to the Board, through the Chairman, on all governance matters. The Company Secretary is appointed and dismissed by the Board and all Directors have access to the Company Secretary.

Performance Evaluation

The Board shall evaluate its performance annually and take appropriate action to address desired improvements in respect of areas where there is a need to enhance its role, effectiveness, processes or composition within the scope of the charter.

Review of Charter

The Board shall review this Charter as required. Approval of the Charter is by way of a resolution of the Board.