Management Governance 

Management Governance

The following protocols and delegations have been designed to:

• enable the Board to provide strategic guidance for TOWER and effective oversight of management; and
• clarify the respective roles and responsibilities of Directors and senior executives in order to facilitate Board and management accountability to both TOWER and its shareholders, and to ensure a balance of authority so that no single individual has unfettered powers.

Group Managing Director Delegations

A formal delegation of authority to the Group Managing Director has been established which sets out his specific authority to manage the day-to-day business of the Group and the restrictions and reservations that apply, including limits on expenditure.

Executive Management Delegations

Formal delegations of authority to the Group Chief Financial Officer and the Chief Executive Officers of the three business units of TOWER have been established, which set out each officer’s specific authority to manage the day-to-day business within each officer’s area of responsibility. The Officers have no power to do anything which the Group Managing Director cannot do pursuant to his delegations.

Protocols for Directors of TOWER subsidiaries

Protocols for Directors of TOWER subsidiaries have been established which set out the Board’s expectations of those Directors, their responsibilities, and specific limitations and exceptions to their powers.

Senior Executive Remuneration

The Board’s policy for remunerating the Group Managing Director and other key executives is to provide market-based remuneration packages comprising a blend of fixed and incentive based remuneration with clear links between individual and company performance, and reward. Remuneration packages currently comprise a mixture of fixed and performance-based remuneration in the form of a variable bonus. The Group Remuneration and Appointments Committee reviews the Group Managing Directors'and other senior executives’ remuneration packages at least annually. The TOWER Board has issued options to senior managers across the TOWER Group as part of its remuneration policies for senior executives. The options may only be exercised if the hurdle of a 10% per annum compounding increase in the TOWER share price less any distributions is achieved.