Governance
The Board of Directors of SDP is responsible for the corporate governance of the company. The Board guides and monitors the business and affairs of SDP on behalf of the members to whom they are accountable.
To ensure the Board is well equipped to discharge its responsibilities it has established corporate governance guidelines for the operation of the Board.
Composition of the Board
The composition of the Board is determined in accordance with the following principles and guidelines:
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the Board shall constitute not less than three (3) nor more than ten (10) Directors, all being natural persons.
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one third of the directors must retire from office at each annual general meeting. Each director must not hold office (without re-election) past the third annual general meeting following his appointment or election or 3 years, whichever is longer, after which they must retire from office. Retiring directors are eligible for re-election.
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the Board has the power to appoint any other qualified person as a director to fill a casual vacancy or as an addition to the Board but so that the total number of directors does not at any time exceed the maximum number. Any director so appointed shall hold office only until the conclusion of the next annual general meeting of the company and shall be eligible for re-election.
Board Responsibilities
As the Board acts on behalf of and is accountable to the shareholders, the board seeks to identify the expectations of the shareholders, as well as other interested parties. In addition, the board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The board seeks to discharge these responsibilities in a number of ways.
The responsibility for the operation and administration of the company is delegated by the board to the managing director and the executive team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and the executive team.
The Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the board.
This is achieved by:
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development and adoption of strategic aims;
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constantly reviewing the future direction of the company;
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implementation of operating plans and budgets by management and monitoring by the board of progress against budget;
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supervision and direction of management;
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monitoring of performance indicators against plans and prior year performance;
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procedures to allow the directors, whilst performing their duties, to seek independent professional advice;
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establishment of the remuneration package of the managing director and review of executive remuneration packages with the help of the remuneration committee;
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the review and approval of business acquisitions and disposals, mergers, joint ventures and the acquisition and disposal of strategic assets.
Audit Committee
The board is responsible for the company's accounting policies and practices, internal controls and financial reporting requirements. An audit committee has not currently been established because of the size of the entity. The responsibilities noted below are those of the Directors:
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evaluate the adequacy and effectiveness of the company's administrative and accounting policies through active communication with management and the external auditors;
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reviewing the financial statements to ensure accuracy and adequacy of disclosure and compliance with statutory requirements prior to their release to the members and the public;
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reviewing and monitoring the effectiveness, efficiency and compliance with internal controls;
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evaluate the adequacy of the company's accounting control system by reviewing written reports from external auditors and monitor managements' responses and actions to correct any deficiencies;
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review and approve all significant accounting policy changes;
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the safeguarding of company assets;
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the reliability of non financial information;
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nomination of the external auditor and review the scope and adequacy of the annual statutory external audit;
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evaluate the overall effectiveness of the external statutory audit through regular meetings with the external auditors;
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evaluation of insurance cover by discussion with or review of broker's reports.
Remuneration Committee
The board is responsible for the company's remuneration policy and compliance with environmental and health welfare and safety issues. A remuneration committee has not currently been established because of the size of the entity. The responsibilities noted below are those of the Directors:
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to determine and monitor the application of the remuneration policy that best suits the achievement of the objectives of the company;
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evaluate the adequacy of the company's levels of remuneration by monitoring the remuneration packages that are available both nationally and in the local area;
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annually review the management recommendations for the remuneration packages of all employees;
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review management proposals for individual employee remuneration packages where changes in responsibilities are to be made;
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evaluate the company's exposure to risk through lack of compliance to statutory regulations relating to environmental issues;
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evaluate the company's exposure to risk through lack of compliance to statutory regulations relating to occupational health, safety and welfare;
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monitor management's responses and actions to correct any deficiencies in relation to environmental and occupational health, safety and welfare issues.
Risk Management Committee
The board is responsible for the company's risk management policy. The company is establishing a Risk Management Framework that includes financial and non-financial business risks, involving the whole organisation, led by a Risk Management Committee at management level that engages regularly with the Board and the Board Audit Committee.
This model provides the Board and the Board Audit Committee with hands-on contact with the Risk Management Framework at management level and enables the Board and the Board Audit Committee, to gain detailed insight into the business, the associated risks, and the risk management strategies at the front-line.
Monitoring of the Board's Performance and Communications to Shareholders
The board aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the directors. Information is communicated through:
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