The directors of Brookfield Multiplex Group have drafted a Board Charter to clarify the respective roles of the Board and senior management and to assist in decision making processes. Below is a summary of the key terms of the Board Charter.
The purpose of the Board Charter is to clearly outline the structure of the Board and to define the role of the Board as a whole through the identification of a schedule of powers reserved solely for the Board of Directors.
Independence
The Board assesses the independence of each director.
Right to Independent Advice
Directors are entitled to seek independent advice at Brookfield Multiplex’s expense. A copy of such advice is to be made available to all members of the Board.
Confidentiality
All information acquired by directors during their appointment is confidential to Brookfield Multiplex and should not be released without prior clearance from the Board.
Conflicts of Interest
Board members should not have any business or other relationship that could materially influence or interfere with the exercise of their independent judgement apart from those formally disclosed to Multiplex.
Committees of the Board
In order to assist the Board in fulfilling its role the following committee has been established:
- Audit and Risk Committee (Multiplex SITES Trust)
Role of the Board
The role of the Board is described as follows:
- Monitoring the implementation of financial and other objectives;
- Appointing and removing the Chief Executive Officer;
- Approving and monitoring the progress of major contracts and capital expenditure;
- Oversight and approval of the risk, control and accountability systems;
- Monitoring compliance with legal, constitutional and ethical standards;
- Ensuring effective communication with the ultimate shareholder, other securityholders and other stakeholders; and
- Delegate appropriate authorities to Board Committees and Management.
Multiplex SITES Trust
- Provision of guidance on and approval of the strategy and performance of Multiplex SITES Trust;
- Monitoring the progress of the financial situation of Multiplex SITES Trust and other objectives;
- Monitoring the progress of major investments;
- Oversight and approval of the risk, control and accountability systems;
- Monitoring compliance with legal, constitutional and ethical standards; and
- Ensuring effective communications with holders of Multiplex SITES and other stakeholders.
Role of the Chairperson
The Chairperson is responsible for the following:
- The leadership of the Board;
- The efficient organisation and conduct of the Board’s function;
- Providing briefing to all directors in relation to issues arising at Board meetings;
- Facilitating effective contribution of all directors;
- Promoting constructive relations between Board members and between the Board and Management;
- Follow up of matters arising from the Board meetings; and
- Ultimately setting the Board agenda.
Powers Reserved for the Board
In addition to any matters, which are expressly required by law to be approved by the Board the following powers are specifically reserved for the Board:
- Approval of financial statements and any significant changes to accounting policies;
- Approval of dividend or distribution payments;
- Material contracts of the company of a nature decided by the Board from time to time;
- Consideration of recommendations from the Audit and Risk Committee for the appointment and removal of auditors to the Multiplex SITES Trust;
- Appointment and removal of the Chief Executive Officer and the Chief Financial Officer;
- Appointments of Chairperson and managing Director to each of the divisional subsidiaries;
- Appointments to and removal from Board Committees;
- Approval of Charters of Board Committees;
- Any changes to discretions which have been delegated from the Board;
- Approval of Occupational Health and safety Policy;
- Approval of Environmental policy;
- Terms and conditions of appointment of directors;
- Consideration of the issue of units, options, equity instruments or other securities in Multiplex SITES Trust; and
- Any key public addresses which relate to significant issues concerning changes to key strategy or the performance of Multipelx SITES Trust.