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Board governance 

The CASS Group have a common board of directors. The board is responsible for the success of the Group and, through the independent oversight of management, is accountable to shareholders for the performance of the business. 

 

Role and responsibilities 

The principal role of the board is to set the Group's strategy and to regularly review its strategic direction. In doing this, the board also has responsibility for corporate governance.

A formal schedule of matters reserved by the board has been established by the directors. This covers areas such as the Group's strategy, major investments and acquisitions and divestments, and oversight of risk.

The board is ultimately accountable to CASS Group’s shareholders for the performance of the business. Responsibility for day-to-day management of the business is delegated to the chief executive and the Executive Committee.

In turn, authorities are also delegated to individual members of the Executive Committee.

 

Board composition 

The names, skills and experience of each director together with their terms in office are shown in our Corporate Directory.

 

Selection, appointment and election of directors 

CASS has a diverse board. It comprises directors drawn from a wide range of professional backgrounds and geographic areas. On behalf of the board, the chairman leads the development of the Group's diversity and inclusion strategy. The board supports the principle of diversity and inclusion and the implementation of this strategy. The board seeks to continually evolve its membership by seeking non-executive directors with diverse and complementary skills and perspectives, as well as experience which reflects the geographical spread of the Group’s operations. The board regularly reviews its corporate governance practices, including how the director selection and appointment process takes into account the board's desired mix of skills and diversity.

The Nominations Committee, chaired by the chairman of CASS, reviews succession plans aimed at maintaining a mix of skills, knowledge, experience and diversity on the board and the Executive Committee.

This review takes into account the challenges and opportunities facing the Group, and includes evaluating the balance of skills, knowledge, experience and diversity currently on the board and Executive Committee. This evaluation helps to identify the necessary and desired profile of potential candidates for appointment to board and Executive Committee roles. 

In consultation with professional search firms and based upon the agreed profile for potential candidates, the Nominations Committee oversees the recruitment process for new directors. This includes formally assessing shortlisted candidates who are identified as being suitable for the role in question, as well as the final selection process. The Committee requires that any search firm engaged to help the board identify candidates must commit to providing at least one credible and suitably experienced female candidate for each director vacancy. Proposals for the appointment of any new director are submitted to the full board for approval.

Non-executive directors are generally expected to serve on the board for at least three years and may seek re-appointment with shareholder approval provided the Nominations Committee concludes they remain independent in accordance with the requirements set out below. 

 

Director independence 

The tests of independence of a non-executive director vary between the jurisdictions where CASS has listings. The Nominations Committee has adopted a formal policy for the determination of the independence of the non-executive directors. 

Among the key criteria of the independence policy are independence from management and the absence of any business relationship which could materially interfere with the director’s independence of judgment and ability to provide a strong, valuable contribution to the board’s deliberations, or which could interfere with the director’s ability to act in the best interests of the Group. 

Where, in the ordinary course of business, contracts exist between CASS and a company in which a director has declared an interest, these are reviewed for materiality to both the Group, and the other party to the contract. 

 

Executive directors’ other appointments

Executives may be invited to become non-executive directors of other companies. It is CASS Group’s policy that such appointments can broaden the executive’s experience and knowledge, to the benefit of the Group. Where there is no likelihood that such an appointment will give rise to a conflict of interest, the board will normally provide consent to the appointment. The executive is typically permitted to retain any fees earned. The chief executive and chief financial officer do not hold any non-executive director positions at other companies.

 

Board performance evaluation

Every year, an exercise takes place to evaluate the effectiveness of the board, board committees and individual directors.

The chairman's performance is evaluated by the non-executive directors, led by the senior independent director, with input from the executive directors. 

The chief executive undertakes a performance evaluation of the Executive Committee. 

The chairman is responsible for the assessment of each individual director’s performance and contribution. 

 

Remuneration for non-executive directors 

Chairman

It is CASS Group’s policy that the chairman should be remunerated on a competitive basis and at a level which reflects his contribution to the Group, as assessed by the board. The Remuneration Committee determines the terms of service, including remuneration, of the chairman.

Non-executive directors

Fees paid to non-executive directors reflect their respective duties and responsibilities and the time required to be spent by them so as to make a meaningful and effective contribution to the affairs of CASS.

Non-executive directors' fees and other terms are set by the board upon the recommendation of the Chairman’s Committee. Non-executive directors receive a fixed annual fee. This comprises a base fee and allowances for attending meetings which involve medium or long-distance air travel.

The fees payable to non-executive directors are subject to review by the board on the recommendation of the Chairman's Committee. 

 

Shareholding policy for directors 

Shareholding policy for executives

The Group recognises the importance of aligning executives' interests with those of shareholders and they are therefore expected to build up and maintain a meaningful shareholding in CASS shares. The chief executive is expected to reach a share ownership equivalent in value to four times his base salary over five years. 

The chief financial officer and all other members of the Executive Committee are expected to reach a share ownership equivalent in value to three times their base salary over five years.

Shareholding policy for non-executives

The board recommends that non-executive directors be encouraged to build up a shareholding within three years of their appointment equal in value to one year's base fee.

 

Board Governance Process

The board has regular discussions with senior management on the Group's strategy. These discussions typically include presentations from senior management during the year.

Directors receive timely, regular and appropriate information to enable them to fulfil their duties. They also have direct access to the advice and services of the CASS company secretary. The directors are also able to obtain independent professional advice at the Group's expense.

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