In order to fulfil its role the Board’s duties are as follows:
Role of the Board
- sets the Company’s strategic aims, ensures that the necessary resources are in place for the Company to meet its objectives, and reviews management performance in achieving such objectives;
- provides leadership of the Company within a framework of effective systems and controls, which enable risk to be assessed and managed;
- develops the collective vision of the Company’s purpose, culture and values and the behaviour it wishes to promote in conducting business and ensures that its obligations to its shareholders and others are understood and met; and
- carries out all duties with due regard for the sustainability and the long-term success of the Company.
In order to ensure the effective co-operation of the Board, there is a clear division between the responsibilities of the Directors.
- leads the Board and is primarily responsible for the effective working of the Board;
- in consultation with the Board, ensures good corporate governance and sets clear expectations with regards to Company culture, values and behaviour;
- sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board;
- is the ultimate custodian of shareholders’ interests;
- engages with shareholders and other governance-related stakeholders, as required;
- meets with the Senior Independent Director and with the iNEDs without the Executive Team present, in order to encourage open discussions and to assess the Executive Team’s performance;
- identifies induction and development needs of the Board and its Committees; and
- chairs the Nomination Committee and thereby plays an important part in assessing and advising on the appropriate composition of the Board and its skill-set.
- is primarily responsible for implementing Petra’s strategy established by the Board and for the operational management of the business;
- leads and provides strategic direction to the Company’s management team;
- runs the Company on a day-to-day basis;
- implements the decisions of the Board and its Committees, with the support of the Executive Committee;
- monitors, reviews and manages key risks;
- ensures that the assets of the Group are adequately safeguarded and maintained;
- is the Company’s primary spokesperson, communicating with external audiences, such as investors, analysts and the media;
- leads by example in establishing a performance-orientated, inclusive and socially responsible Company culture; and
- chairs the Executive Committee and is a member of the HSE and SED Committees, thereby having direct involvement in the strategic management of Petra’s HSE and SED issues, including labour relations.
- provides a sounding board for the Chairman and serves as an intermediary for the other Directors as necessary;
- is available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate;
- leads the iNEDs in undertaking the evaluation of the Chairman’s performance appraisal; and
- is a member of Petra’s Audit and Risk, HSE, Nomination, Remuneration and SED Committees, thereby having oversight of the Group’s material issues and opportunities, and bringing her skill-set and independent judgement to the benefit of these Committees.
Mr Hamilton, ms shine, Ms Matloa, and MR PRYOR
- challenge the opinions of the Executive Directors, provide fresh insight in terms of strategic direction, and bring their diverse experience and expertise to the benefit of the leadership of the Group;
- assess the performance of the Chairman;
- scrutinise the performance of the Executive Directors in terms of meeting agreed goals and objectives;
- ensure that the governance, financial information, controls and systems of risk management within the Group are robust and appropriate;
- determine the appropriate levels of remuneration of the Executive Directors; and
- provide independence and a breadth of skills and experience to Board Committees.