CORPORATE GOVERNANCE STATEMENT The Board of Directors is responsible on behalf of the shareholders for the overall corporate governance of the company, including direction and oversight of the company’s business and affairs. Board composition The Board comprises a material number of non-executive directors, including directors with independence of mind and decision making. The Board comprises Directors with a blend of skills, experience and attributes appropriate for the organisation, its strategies and its operations. The Constitution of the Company states that unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than three and not more than nine. Market West as the Industry body (Chamber) has the right (but not obligation) to appoint up to two Directors for so long as the Chamber holds shares in PMGL. The board of Directors must use its best endeavours to ensure that at materially all times, there are at least two Directors who satisfy the criteria set out in the Constitution to act as Independent Directors. Role of Directors The Board has leadership responsibility for the overall management and strategic direction of the Organisation and for delivering accountable organisational performance in accordance with the Organisation’s goals and objectives. In performing its role, responsibilities reserved to the board include: » providing strategic direction to the Organisation and deciding upon the Organisation’s strategies and objectives in conjunction with the CEO, » monitoring the strategic direction of the Organisation and the attainment of its strategies and objectives in conjunction with theexecutive, » monitoring the operational and financial position and performance of the Organisation generally, » establishing an appropriate corporate culture and assuring a prudential and ethical base to the Organisation’s conduct and activities having regard to the relevant interests of its stakeholders, » assuring the principal risks faced by the Organisation are identified and overseeing that appropriate control and monitoring systems are in place to manage and mitigate these risks, » appointing and, where appropriate, removing the CEO, monitoring other executive appointments, and planning for executivesuccession, » approving the Organisation’s budgets and business plans and monitoring major capital expenditures, acquisitions and divestitures, investments and capital management generally, » ensuring that the Organisation’s financial results are appropriately and accurately reported on in a timely manner in accordance with regulatoryrequirements, » ensuring that the Organisation’s affairs are conducted with prudential governance transparency and accountability, and » overseeing the design and implementation of appropriate and effective policies, processes and codes of conduct for the Organisation (including with respect to ethics, values, conduct, employment, remuneration, diversity and otherwise) as well as monitoring and reviewing those policies, processes and codes of conduct from time to time. Frequency of meetings and attendance Subject to the Constitution, the Board should meet at least 8 times per annum, and as often as is necessary to effectively and efficiently fulfil its functions and discharge its responsibilities. 52
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