The The Company’s Board of Directors is comprised of five directors, four of whom are non-executive directors. The Board also includes one executive director, the Managing Director, who is responsible for the day to day management of the Company. The roles of the Managing Director and the Chairman are not exercised by the same individual.
With reference to the definition of an Independent Director set out in Recommendation 2.1 of the Corporate Governance Principles and Recommendations (2nd Edition), the Board considers that two of its members are independent directors (one of whom is the Chairman of the Company) and notes that on this basis, the Company does not comply with Recommendation 2.1 as this does not constitute a majority of the Company’s directors.
This configuration is largely a function of the Company’s history and relates to the association of two of the Company’s directors with the corporation that founded Tri Origin and currently owns approximately 48.1 percent of its issued capital. Over time, subject to the retirement of directors and changes in shareholdings, this Board structure may change to conform to recommended practice.
The appointments of directors (other than the Managing Director) are subject to the approval of shareholders in an annual general meeting. The Company’s Constitution provides that one-third of the directors retire by rotation at each AGM. Those directors who are retiring may submit themselves for re-election by shareholders, including any director appointed to fill a casual vacancy since the date of the last AGM.
The composition of the Board is reviewed annually to ensure the balance of skills and experience is appropriate.
The Board has established a number of committees to help it carry out its responsibilities. In each case, the Board has adopted specific charters setting out membership, purpose, responsibilities, administration processes and functions appropriate to each committee.
