The Board, through the Chairman, will carry out an evaluation, at least every three years, to:
- review the role of the Board
- assess the performance of the Board with a view to assisting the Board to better perform its duties
- review the type and timing of information provided to directors
- review the performance of the committees
- review the performance and contribution of each of the non-executive directors
The Board may, from time to time, use an independent adviser to assist in the reviews.
Performance evaluation—Non-Executive Directors
The performance and contribution of each non-executive director will be carried out by the Chairman prior to their standing for re-election.
Performance evaluation—Senior Management
The Chairman will review (at least once annually) the performance of the CEO having regard to performance measures set out at the commencement of each year. These will include financial measures, achievement of strategic objectives and other key performance indicators, and compliance.
The CEO will review (at least once annually) the performance of other senior management having regard to performance measures set for each relevant employee at the commencement of each year.
The objective of a director induction is to inform the director such that he or she can become as effective a director as possible, as soon as possible. The Chairman is responsible for ensuring an adequate induction plan is in place and is followed. Induction covers directors’ duties, the Company’s business and Board structures, policies and issues.
Director indemnification, access and insurance
To enable directors to fulfill their obligations they must have access to information. It is also considered appropriate that directors, during and after their period of service, have access to information for proper purposes, including defending a legal action. It is also common practice for directors to be indemnified out of the assets of the company, except where there has been an intentional breach of duty. It is also common practice for companies to maintain Directors and Officers Liability insurance.
It is a policy of this Board that Deeds of Indemnity, Insurance and Access covering the above matters (and other appropriate matters) will be entered into with each of the directors, as approved by shareholders at the Annual General Meeting in April 2006. These Deeds have been put in place for the existing directors.