Director Requirements : April 2012

Skill sets and experience required in appointees

Taking into account the Board’s review of –

• The skills, mix and experience of the current directors,

• The Board performance review facilitated by Boardworks International in April 2010, which looked at the skills required for future development of the Company,

• Future board succession planning, including chairmanship of the Board and the Audit & Risk Assessment Committee,

• The stage of the company’s development and its strategic objectives, and

• The skills and experience of the Chief Executive,

The Board has identified the following skills and experience as being required in the appointment of directors in July 2012:

In addition, directors should have the skills as set out in the following Director Role Description.

Director Role Description

Board Functions

The director must contribute in an effective manner to the Board undertaking its functions. These include –

1. Maintaining a future focus – providing leadership and a sense of direction for the company.

Specific tasks for directors include –

1. • Employing, mentoring and managing the performance of the Chief Executive;

   • Setting the vision, mission and values for the company;

   • Agreeing strategy, business plans and budgets;

   • Ensuring adequate resources and management delegations to enable achievement of the company’s objectives.

1. Ensuring effective issues management and communication

Specific Board tasks include –

• Regularly communicating strategy and performance with the shareholder and key stakeholders;

• Identifying and communicating specific areas of risk to the shareholder (and other stakeholders if appropriate) in order to observe the principle of ‘no surprises’.

1. Compliance and risk management

Specific tasks for directors include –

• Ensuring conformance with legislative and regulatory requirements and best practice;

• Ensuring adequate processes for identifying, assessing and mitigating risks to the company, its systems, data and processes, and company personnel in order to prevent business and system failures;

• Ensuring adequate internal controls and processes are in place to protect the company’s assets (physical, financial, human and intellectual capital).

1. Monitoring company performance

This requires the Board –

• Ensuring accurate, timely and relevant management reporting, to enable effective monitoring of KPI’s and financial aspects of company activities;

• Monitoring management’s progress towards meeting agreed business plan and budget objectives;

• Monitoring and evaluating the Chief Executive and providing support for his or her skills development.

1. Ensuring effective Board performance

Specific Board functions include –

• Reviewing the functions and performance of the Board and its members, and any Board Committees;

• Ensuring (in consultation with the shareholder) appropriate Board composition, experience and skills.

Generic Director Skills 

The following generic director skills are sought -

• Common sense, wisdom and judgement;

• Integrity and commitment to ethical behaviour;

• Business acumen (including financial literacy) and a track record in his / her field;

• Independent thought and the ability to debate and defend viewpoints;

• Objectivity and the ability to take a broader perspective – the “helicopter view”;

• A drive to work as part of a team and support the collective view of the Board;

• A full understanding of the legal roles and responsibilities of a director;

• Time to commit to the role;

• Appreciation and empathy with the objectives and vision of the shareholder and other key stakeholders;

• Interest and enthusiasm for the company’s business.