The directors of Cellmid represent the company’s shareholders, are appointed by those shareholders and are therefore fully accountable to the company’s investor base.
Directors are expected to exercise skills commensurate with their level of knowledge and experience to maximise shareholder value and decisions are taken based on the expectations of shareholders, together with regulatory and ethical obligations.
Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the shareholders’ interests.
To meet this obligation, directors must act honestly and should:
- at all times exercise due care in their duties
- be diligent, attend Board meetings and make themselves knowledgeable about the business of the Company and the physical and social environment in which it operates
- not use their position or information for personal gain
- ensure that the shareholders and the stock market are informed of all material matters that require disclosure, in accordance with ASX Listing Rules
- avoid or fully disclose conflicts of interest
- be impartial in their judgements and actions.
Directors should ensure they can give sufficient time and attention to detail so as to properly fulfill the duties of directors.
No director will conduct himself or herself in a way that brings or may bring the Company or the name of the Company into disrepute.
At all times a director must be able to act in the interests of the Company. Where the interests of the director or the director’s family or associates conflict with those of the Company, the director must immediately disclose such conflict and either:
- eliminate the conflict, or
- abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict, or
- in exceptional circumstances, consider resignation.
Executive directors must always be alert to the potential for conflict of interest between management interests and their fiduciary duty as directors.
Directors should refrain from voting their shares at any general meeting on any matter in the outcome of which they or their associates have a special beneficial interest.
Directors must comply with the provisions of the Australian Corporations Act 2001 relating to disclosure of directors’ benefits and related party transactions.
To enable all directors, but particularly non-executive directors, to be fully effective, they must have full access to all relevant information. In the case of matters to be considered by the Board, directors must insist that full details are made available to them in sufficient time to allow proper consideration.
In becoming informed of the Company’s affairs, the directors must have regard for the integrity of management’s functions and responsibilities. In particular, no director, acting individually, shall:
- require any action by an officer of the Company in connection with the business of the Company, except as authorised by the Board or as requested by the CEO, or
- require or request any information concerning the Company from any officer, except where such information is necessary or appropriate for the discharge by that director of his or her duties as a member of the Board or in exercise of any power or authority delegated to him or her by the Board. Where any director requires information regarding the Company (unless it would be impractical or inappropriate to do so), it is expected that the director inform the Chairman, another director or the CEO of the request.
Directors must ensure that when expert advice is sought it comes from suitably qualified sources. Auditors and other experts must not be subjected to pressure to produce results deemed appropriate by management or the Board.
Directors must ensure that strict confidentiality is maintained in relation to all Company matters.
Directors are required to ensure that information in their possession that would affect the price of the Company’s securities is transmitted only to those with a need to know for the proper discharge of their duties on behalf of the Company. Such information includes, but is not limited to, financial results, profit forecasts, proposed share issues, borrowings, impending takeovers, acquisitions, mergers, reconstructions, litigation etc.
Directors are to ensure that the accounts are drawn up in accordance with the Australian Corporations Act 2001 and approved accounting standards.
Directors should make reasonable endeavours to ensure that the Company gives proper consideration to:
- the impact on the environment of the Company’s activities and proposed activities and that the Company observes its obligations in respect of environmental practices
- matters affecting the health, safety and general wellbeing of the employees.
Where permitted by law, each director of the Company will enter into a deed of access, indemnity and insurance in the form approved (or to be approved) by shareholders.