The Role of the Board & Management

The Board of the Company is responsible for the overall corporate governance of the BSA Group, including its ethical behavior, strategic direction, establishing goals for management and monitoring the achievement of those goals with a view to optimising Company performance and maximizing shareholder value.

The role of management is to support the managing director and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

Scheduled meetings of the Board are held monthly and the Board meets on other occasions to deal with matters that require attention between scheduled meetings. The responsibility for the operation and administration of the consolidated entity is delegated by the Board to the Managing Director.

The Board is responsible for:

  • Setting the strategic direction of the Company and establishing goals to ensure these strategic objectives are met;
  • Appointing the Managing Director, setting objectives for the Managing Director and reviewing performance against those objectives, ensuring appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
  • Monitoring financial performance including approval of the annual and half-yearly financial reports and liaison with the Company's auditors;
  • Ensuring that risks facing the Company and its controlled entities have been identified ensuring that appropriate and adequate controls, monitoring and reporting mechanisms are in place;
  • Receiving detailed briefings from senior management on a regular basis during the year;
  • Approving the Boards of Directors of subsidiary companies; and
    Ensuring the Company complies with the law and conforms to the highest standards of financial and ethical behavior.

BSA has obligations to its stakeholders to ensure the company is managed with appropriate due diligence and that all necessary processes are implemented to minimise risk and maximise business opportunities.

To this end, a formal Limits of Authority policy and procedure is regularly updated to ensure that all commercial arrangements, capital expenditure, operational expenditure and other commitments are appropriately documented and that the relevant management levels within BSA, (including the BSA Board) have full transparency of, and have authorised all material transactions or commitments.

For clarity the policy is broken into a number of areas;

  • Operational Expenditure, Budgeted and Unbudgeted
  • Capital Expenditure, Budgeted and Unbudgeted
  • Contractual Commitments or Commercial Arrangements
  • BSA Supply or Service Contracts
The policy and procedures were last reviewed and updated in December 2008.

Members of the Board visit the Company's places of business and meet with local management. These actions enable Directors to enhance their knowledge of the Company's activities and assist them in setting the performance for senior executives.

The composition of the Board is determined in accordance with the Company's constitution and the following principles and guidelines:

  • The Board should comprise of at least three Directors with at least two Non-Executive Directors;
  • The Board should comprise of Directors with an appropriate range of qualifications and expertise; and
  • The Board should meet formally at least eleven times per annum and informally on an as required basis with all Directors being made aware of, and having available, all necessary information, to participate in an informed discussion of all agenda items.