Role of the TOWER Board of Directors
The Board, elected by TOWER shareholders, is responsible for the performance of the TOWER Group as a whole. In practice, this is achieved through formal delegation to the Group Managing Director and to its three Board committees (Audit and Compliance Committee, Remuneration and Appointments Committee, and Investment Committee).
Each year the Board holds a strategy session with senior management to review TOWER’s business direction. The application of these strategies within each business area is reviewed regularly at Board meetings.
The Board is primarily governed by the Board Charter, Board Protocols and the Code of Ethics. The Board Charter records the Board’s roles and responsibilities, the Board Protocols describe internal Board procedures for efficient decisionmaking and the Code of Ethics ensures decision-making is in accordance with TOWER’s values. The Board Charter records that the primary role of the Board is to effectively represent and promote the interests of shareholders with a view to enhancing growth and returns across the Group, adding long-term value to TOWER shares.
The Board, when fulfilling its roles and responsibilities, is required to have appropriate regard to TOWER values, the concerns of its shareholders, its relationships with significant stakeholders and the communities and environment in which it operates.
The Board reserves certain functions to itself. These include:
determining the Group’s strategic objectives, and approving annual operating plans, financial targets and capital expenditure plans;
assessing and monitoring performance, including management’s performance against the strategic objectives, operating plans and financial targets;
approving all changes to the Group’s corporate structure where these are of strategic importance;
determining Group financial and treasury strategies and policies, including approving all dividend policies and distributions to shareholders, lending and borrowing, tax, and investment and foreign exchange policies;
determining the Group risk management policies and framework and the Group information technology strategies and policies;
approving capital expenditure, operating expenditure, asset acquisitions and divestments, and settlement of legal proceedings, in all cases where this is outside the normal course of business and/or above delegated limits; approving all transactions relating to major business and company acquisitions, mergers and divestments;
and approving the appointment and remuneration of the Group Managing Director.
Charter and Protocols
The Board Charter sets out the principal roles and responsibilities of the Board, the decisions reserved to the Board, the reports and matters it will consider at each regular Board meeting, and the strategic, financial and other matters it will consider at least annually.
The Board Protocols deal with Board structure, composition and appointments, Board and Director evaluations, Director independence, the taking of independent professional advice, continuing education, and related matters.
Director Profiles