The Board Charter sets out the role and responsibilities of the Board of Connected IO Ltd, within the framework of the ASX Corporate governance guidelines, laws and regulation and the Constitution of the Company.
The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for oversight of the management and the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The composition of the Board is determined using the following principles:
Membership of the Board shall be disclosed in the annual report including whether a director is independent or not independent. Loss or gain of independence will be disclosed as applicable.
In determining whether a director is independent the Board will consider whether the director:
The Board operates within the broad principles and responsibilities described in the following:
The Company is aware of the importance of a balanced Board, in line with the guidelines of the ASX Corporate Governance guidelines.
The Chairman is responsible for the following:
The Executive Director is responsible for:
The Company Secretary is responsible for the application of best practice in corporate governance and also supports the effectiveness of the Board by:
The appointment, removal and remuneration of the Company Secretary is a matter of the Board.
The Board will meet approximately 10 times a year but no less than six times per year. The Board may meet as often as required to fulfil their responsibilities.
To assist the smooth running of Board processes:
The Board may review this policy from time to time. This is an indicative cycle only. The actual timing of events in the lead up to and follow up from Board meetings will be dependent upon the circumstances surrounding each individual meeting.
The Board from time to time establishes committees to assist in carrying out its responsibilities and adopts charters setting out matters relevant to the composition, responsibilities and administration of such committees, and other matters that the Board may consider appropriate.
The Board has decided that due size, composition and structure of the Board, there is no current requirement for the formation of any committees outside the Board forum.
As such, the roles of an Audit, Remuneration and Nomination Committee will be performed by the Board, as and when necessary. The requirements for these committees will be reviewed annually based on the size, composition and structure of the Board and management.
Where the Company is carrying out matters associated with public capital raisings, the Board will appoint a due diligence committee to oversee the process and the issue of any disclosure documents.
It is the policy of the Company, that new Directors undergo an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors includes:
New Directors are also provided with letters of appointment to the Board, setting out the key terms and conditions relative to the appointment.
In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified and to receive continuing education concerning key developments in the Company and in the industry and environment within which the Company operates.
The Company undertakes an annual performance as it is dedicated:
The evaluation process is focused on objective and tangible criteria such as:
The performance evaluation is conducted in such manner as the Board deems appropriate.
The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities, subject to the prior approval of the Chairman whose approval will not be unreasonably withheld. If permission is withheld, the matter may be referred to the whole Board.
Directors will adhere to the following protocol when seeking information: