Corporate Governance :: Management Governance
The following protocols and delegations have been designed to:
- enable the Board to provide strategic guidance for TOWER Australia Group 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 Australia Group and its shareholders, and to ensure a balance of authority so that no single individual has unfettered powers.
Managing Director Delegations
A formal delegation of authority to the Managing Director has been established which sets out his specific authority to manage the day-to-day business of the Company and the restrictions and reservations that apply, including limits on expenditure.
Executive Management Delegations
Formal delegations of authority to the Chief Financial Officer, Head of Corporate Governance and the Chief Executive Officers of the three business units of TOWER Australia Group 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 Managing Director cannot do pursuant to his delegations.
Protocols for Directors of TOWER Australia Group subsidiaries
Protocols for Directors of TOWER Australia Group 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 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 Remuneration and Nominations Committee reviews the Managing Director’s and other senior executives’ remuneration packages at least annually.
The TOWER Australia Group Board will, following listing, introduce a Senior Executive Option Scheme. This will permit the Board to grant options to employees for the issue of TOWER Australia Group shares. The terms of the scheme are to be finalised but will include appropriate performance hurdles. This scheme will be an important feature in terms of retaining the strong skill base currently within the TOWER Australia Group businesses.
