The Board Committees include:
- Audit and Compliance Committee
- Risk Committee
- Remuneration Committee
Geoff Garside and Andrew Amer are appropriately qualified independent advisors to the Company and also former Directors.
Membership of each of the Audit and Compliance, Risk and Remuneration Committees comprise Non- Executive Directors and consultants to the Company.
The Board does not believe a separate Nominations Committee serves any useful purpose and is inconsistent with Delta SBD’s current size and status.
Responsibilities normally associated with such a committee in larger organisations remain with the Board.
These responsibilities include:
- reviewing the performance of the Board and its committees
- periodically reviewing the composition of the Board to maintain an appropriate mix of qualifications, skills and experience consistent with Delta SBD’s needs and strategic direction
Audit and Compliance Committee
The objective of the Audit and Compliance Committee is to assist the Board to discharge its responsibility to exercise due diligence and skill in relation to:
- External financial reporting – ensuing review of all statutory financial statements
- Accounting policy development and application
- Compliance – in accordance with statutory requirements
- Risk management (non occupational health and safety) – in accordance with normal business requirements with a particular focus on non operating matters.
- Internal audit – development of an internal audit plan and evaluation and performance review and remuneration
- External audit – assessment of approach and evaluation of performance and remuneration
- Budget review – ensure underlying assumptions are realistic and are applied
- Receive and review responses to code of ethics and value complaints – from clients, employees and external service providers
The Company meets these objectives by providing a formal forum for communication between the Board, management, and the external auditor.
The Board and the Audit and Compliance Committee will review the performance of and monitor the independence of the external auditor on an annual basis.
The Audit and Compliance Committee will meet with management, with and without the auditor being present, and also with the auditor without management being present.
Risk Committee
The role of the Risk Committee is to support and advise the Board of Delta SBD to meet its responsibilities and objectives in relation to health, safety and environment related matters arising out of the activities and operations of the Company.
The Committee is to provide advice and make recommendations to the Board to enable it to discharge its responsibilities by:
- Recommending to the Board have a health, safety and environment policy, clearly setting out the commitments of the Company to manage health, safety and environment related matters effectively
- Monitoring the performance of the Company with respect to the implementation of an health, safety and environment management system designed to ensure the commitments made in the policy are being met and that health, safety and environment related risks are being assessed, eliminated, avoided or controlled
- Reviewing investigations of significant safety health, safety and environment incidents within the Company and considering appropriate actions and measures to minimize the risk of recurrence
The Committee meets these objectives by providing a formal forum for communication between the Board, management and employees.
Remuneration Committee
The Remuneration Committee has responsibility for the following:
- Reviewing and evaluating market practices and trends in relation to remuneration relevant to the Company
- Reviewing and making recommendations to the Board in relation to the Company’s remuneration policies
- Reviewing and making recommendations to the Board in relation to the Company’s remuneration practices of senior management
- Reviewing and making recommendations to the Board in relation to the remuneration of the CEO, COO and CFO and other members of senior management and of Non-Executive Directors
- Preparing for the Board any report that may be required under applicable legal or regulatory requirements in relation to remuneration matters
Remuneration includes not only monetary payments (salary and wages) but also all other monetary and non-monetary emoluments and benefits including:
- Fringe benefits
- Directors’ and officers’ and other insurance arrangements
- Retirement benefits
- Superannuation
- Equity participation, and other incentive programs
Each of these benefits is determined in the context of general market and industry practice (so far as directly relevant benchmarks can be identified for comparative purposes) and the need to attract and retain high-calibre personnel.
The Board undertakes an annual review of its performance and the performance of its Committees. Whilst performance related bonuses will be available to executives, they are not payable to Non-Executive Directors.
