Role of the Tower Board of Directors
The Board, elected by Tower shareholders, is responsible for the performance of the company. In practice, this is achieved through formal delegation to the Chief Executive Officer and to Tower's two Board committees (Audit and Risk Committee and Remuneration and Appointments Committee).
Each year the Board holds a strategy session with senior management to review Tower's business direction. The application of these strategies 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. It provides 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 Tower and its subsidiaries, 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 company'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 company's corporate structure where these are of strategic importance;
- determining company 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 company risk management policies and framework and the company 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 Chief Executive Officer.
The Board Protocols describe internal board procedures for efficient decision making. They set out how the Board will be structured, how directors gain access to training and information, and they provide that the Company Secretary is accountable to the Board on all matters to do with the proper functioning of the Board. At 30 September 2016, David Callanan was Tower's Company Secretary.
The Code of Ethics ensures decision making is in accordance with Tower's values.