The Board of Stanwell Corporation Limited has established a committee of directors to be known as the Project Advisory Group (the ‘Group’) with the objectives, composition, duties and responsibilities detailed below.
Objectives
The primary objectives of the Group are to:
- assist the Board of directors in fulfilling its duties in relation to developing Stanwell by assisting with the strategic development process and reviewing Stanwell’s strategic plan; and
- provide guidance on strategy, issues or business development opportunities to Management in a collaborative forum.
Composition
The Group shall be appointed by the Board of Directors.
The Group is to be comprised of at least two non executive directors and the Board may appoint the Chairman of the Group. The Chairman of the Board may be a Group member.
Each Group member shall be independent of the senior management of Stanwell and free from any other relationships which might in the opinion of the Board be construed as an actual, potential or perceived conflict of interest. Group members are to have sufficient knowledge and understanding to allow them to discharge their duties as Group members.
The Group shall have no executive powers with regard to its findings and recommendations. All executive powers are to remain with the Board.
The Chairman of the Group may call a specific Group meeting if requested to do so by the Board or any director of the Board.
Any other director may attend Group Meetings but will have no voting rights at the Group Meeting. The Chairman of the Group may invite Management to attend each Meeting.
Term of Membership
The Board shall determine, at its discretion, a member’s term of membership of the Group. Vacancies on or absences from the Group shall be approved by the Board as required.
Meetings
Meetings shall be held in accordance with the Board calendar and as and when required by the Group.
Stanwell’s Company Secretary shall be responsible, in conjunction with the Chairman of the Group, for preparing the Meeting Agenda and circulating the Agenda and Group Memorandums to the Chairman of the Group and members of the Group and Management.
The Company Secretary shall be responsible for keeping the minutes of the Meeting of the Group and circulating the minutes of each Meeting to the Board. The Company Secretary is not a member of the Group.
The Chairman of the Group shall report the findings and recommendations of the Group to the Board after each Group meeting.
A quorum shall consist of two Group members.
The Group shall hold at least four meetings per annum and such additional meetings as the Chairman of the Group shall decide in order to fulfil its duties. The Group shall hold meetings at such times considered appropriate to fulfil its role and responsibilities.
Access
The Group shall have the authority to seek any information it requires from any officer or employee of the Company (or its subsidiaries). The Group (through the Chairman of the Group) is authorised to consult independent experts for advice as it reasonably considers necessary to execute its duties and responsibilities.
Annual Performance Evaluation
The Board shall review membership of the Group and its performance and effectiveness on an ongoing basis.
An annual performance evaluation is required to be conducted each year to determine whether the Group is functioning effectively and meeting the requirements of its Charter. The Chairman of the Group will action this performance evaluation and obtain any assistance required. A key outcome of the evaluation process should be for the Group to set a series of goals to guide their activity over the coming year.
Duties and Responsibilities
The Group shall consider any matters relating to the further strategic development activities of the Company that it deems desirable.
In addition, the Group shall examine any other matters referred to it by the Board of directors or the Audit and Risk Management Group.
Specific responsibilities of the Group include:
- monitoring particular strategies against the approved strategic plan;
- reviewing internal processes for identification, analysing and selecting projects, which have the properties to meet approved strategies;
- reviewing the progress of a business development project and providing advice on the direction of that project; and
- reviewing resources needed to ensure that Management can deliver development rationales in a timely manner.
The Chairman of the Group shall report findings and recommendations of the Group to the Board of directors after each Group meeting.
The Group shall have no executive powers with regard to its findings and recommendations. These executive powers remain with the Board.
Review of the Charter
The Group shall review its Charter at the Board’s annual performance evaluation to ensure that the Group Charter is in keeping with current best practice and the actual operations of the Group and Board requirements.