The Statement of Board Operations outlines the duties of the Board.
The Board has the ultimate responsibility for managing the business and affairs of the Australian Livestock Export Corporation Limited (LiveCorp) to the highest standards of corporate governance and business conduct. The Board’s responsibilities are established to:
Shape the mission and strategic direction of the Company
Ensure leadership and resources for the Company
Monitor and improve performance of the Company
The Board's responsibilities are to:
Provide strategic direction of the Company
Engage actively in the strategic decision making and policy decisions of the Company
Ensure adequate financial resources
Safeguard the assets of the Company to ensure continuity of business activities
Approve budgets and other performance indicators, review performance against them and initiate corrective action when required
Ensure compliance with applicable laws
Ensure that there are adequate systems and procedures to identify, assess and manage risks
Ensure that there are appropriate policies in place and systems to ensure compliance
Ensure that the Board structure and composition is effective
Foster an appropriate corporate culture
Select, evaluate and develop the Chief Executive Officer (CEO)
Approve the remuneration of the CEO and remuneration policy for other staff
Ensure that there is an appropriate focus on the interests of all stakeholders.
The Board will use best endeavours to seek consensus in its decision-making. Should a consensus not be reached a majority vote will be taken by a show of hands. In the event of a draw, the Chair will have the deciding vote.
The Board operates on the principle that all significant matters are dealt with by the full Board. To assist in its deliberations, the Board has established a Finance, Audit and Remuneration Committee, which apart from routine matters, acts primarily in a review or advisory capacity. The delegation of such responsibilities to the committee will only occur if sufficient systems are in place to ensure that the Board is meeting its responsibilities.
Frequency and location
The Board currently meets five times a year, generally in February, April, June, August and October. The dates and locations are determined by agreement up to a year in advance.
Agenda
The agenda for the Board is prepared by the CEO in conjunction with the Chair, and sent out together with supporting Board papers at least eight days prior to the Board meeting in a manner mutually agreed between LiveCorp and the Directors.
Out of Session Items arise when the Board is unable to meet telephonically or physically and an issue requires a Resolution of the Board as an outcome. Such Resolutions may also arise where the Board is in session and requests follow up action by an Out of Session Resolution from the CEO or senior management.
Out of Session Resolutions will be sent to Directors via email unless expressly requested otherwise. Should a Director be absent from Australia or not easily contacted, the Chairman is advised of the fact and informed of either an email or facsimile number where contact can be effective.
Any out of session resolution is passed when all the Directors that can respond, have responded and the Chair has sighted responses and indicated the motion has passed. This resolution will be circulated electronically to all Directors. Should unanimous agreement not be received, the Chairman will at his/her discretion initiate a telephonic meeting to resolve the differences or defer consideration of the matter until the next full Board meeting.
Resolutions will be incorporated into the Resolution Register once passed. They will also be included with the Minutes at the next full Board Meeting following closure. Details of discussion and closure will not be included unless requested.
The Company Secretary records the Minutes within 10 days of the Board meeting. The Minutes and Action Sheet are sent electronically to the Chairman for approval before being distributed to the Directors.
The composition of the Board is based on the following factors:
The Company has two Exporter representative Directors nominated by members
Australian Livestock Export Council (ALEC) nominate one Ex-officio Director
LiveCorp has no more than three independent directors appointed by the selection committee and ratified by members.
The skills and experience of the Board is taken into account by the Selection Committee in the recommendation of independent directors. It reports its findings to the full Board. This review process ensures that the Board has an appropriate mix of abilities and experience available to serve the interests of LiveCorp.
The qualifications and experience of the Directors are made available on the LiveCorp website.