1 Background

The Board of Colorpak Limited is ultimately responsible for the oversight and review of the management, administration and overall governance of Colorpak Limited, including:

• the protection of shareholders' interests;
• authorising policies and overseeing the strategic direction of Colorpak Limited;
• establishing goals for management and monitoring the achievement of these goals;
• allocation of resources and succession planning for senior executives; and
• engaging and reviewing the performance of the Managing Director.

 

2 Key Board responsibilities

In carrying out its responsibilities and powers as set out in this Charter, the Board will at all times recognise its overriding responsibility to:

• maintain good corporate governance standards;
• act honestly, fairly and diligently;
• act in accordance with laws and regulations;
• avoid or manage conflicts of interests;
• promote Colorpak Limited as a good corporate citizen; and
• achieve and maintain community respect.

 

3 Composition

It is intended that the composition of the Board of Colorpak Limited, be determined using the following principles:

• the Constitution provides for a minimum of 3 directors, which may be increased by the Board to a maximum of 9 directors where the Board considers additional expertise is required or when an outstanding candidate is identified;
• the appointed chair of the Board should be an independent non-executive director. Of course, this does not stop another director chairing all or a part of a meeting in the absence of the chair;
• the appointed chair of the Board is the only official spokesperson for the Board, unless the Board determines otherwise; and
• the Board should comprise a majority of independent non-executive directors.

The composition of the Board is subject to shareholder approval. However, as a matter of principle, the Board should be comprised of directors with an appropriate range and mix of qualifications and specific expertise that will enable the Board to effectively function. The Nomination & Remuneration Committee sets and reviews the criteria for appointment of new directors.

The Board also regularly reviews the independence of each director in light of interests disclosed to the Board.

4 Role

4.1 Board

The Board has ultimate responsibility to set policy regarding the business and affairs of Colorpak Limited and its subsidiaries for the benefit of the shareholders and other stakeholders of Colorpak Limited. The Board is accountable to shareholders for the performance of the Group.

The Board has the following responsibilities and functions:

1. reviewing and approving corporate strategies, budgets, plans and policies developed by management, and any major amendments to these strategies, budgets, plans and policies, and evaluating performance of the Group against those strategies and business plans in order to:
   1. monitor the performance of functions delegated to the executive team including the progress of major capital expenditure, capital management, acquisitions, divestitures and strategic commitments; and
   2. assess the suitability of Colorpak Limited's overall strategies, business plans and resource allocation
2. appointing a Managing Director for the ongoing management of the business and its strategies
3. regularly evaluate the performance of the Managing Director and senior management and ensuring appropriate executive succession planning is conducted;
4. monitoring financial and business results (including the audit process) to understand at all times the financial position of the Group;
5. approving the Group's statutory accounts and directors' reports and the declarations of any dividends;
6. overseeing the Group's control and accountability systems;
7. approving significant acquisitions and divestments which have not been delegated to management;
8. approving capital market transactions involving securities issued by the group, including terms and conditions;
9. approving any significant debt transactions, including terms and conditions;
10. determining the governance policies of the Group and ensuring compliance with those policies/li>
11. ensuring regulatory compliance and maintaining adequate risk management processes;
12. reporting to shareholders; and
13. implementing a culture of compliance with the highest legal and ethical standards and business practices.

 

4.2 Delegation to management

As indicated above, the Board has retained ultimate responsibility for the strategic direction and control of Group.

The Board delegates management of Colorpak Limited's resources to the executive team under the leadership of the Managing Director, to deliver the strategic direction and goals determined by the Board. A key function of the Board, which is conducted at Board meetings is to monitor the performance of senior management in this function.

The Managing Director conducts a formal review each year to assess the performance of senior management and reports back to the Board.

4.3 Delegation to committees

The Board from time to time establishes Committees to streamline the discharge of its responsibilities and, for each standing Committee, adopts a formal charter setting out the matters relevant to the composition, responsibilities and administration of such Committees.

The Board has, at the date of this Charter, established the:

1. Audit & Risk Management Committee; and
2. Nomination & Remuneration Committee.

The Board also delegates specific functions to ad hoc Committees on an "as needs" basis. The powers delegated to these Committees are set out in Board resolutions.

4.4 Role of the Chairperson

The board appoints the chairperson, who must be independent. The chairperson shall not be entitled to vote or participate in the deliberations on any matter in which he/she has a personal interest. In the event of an equality of votes the chairperson has a casting vote, unless there are only 2 directors present and entitled to vote at the meeting.

It is intended that the chairperson's responsibilities will include-

1. being responsible for the leadership of the board, for the efficient organisation and conduct of the board's function and for briefing of all directors in relation to issues arising at board meetings;
2. establishing the agenda for board meetings in consultation with the Company Secretary;
3. chairing board meetings;
4. being a spokesman for the company as required and conduct the Annual General Meeting;;
5. being the major point of contact between the board and the Managing Director
6. being kept fully informed on all matters which may be of interest to directors by the Managing Director;
7. reviewing all announcements before they are released to the ASX;
8. regularly reviewing with the Managing Director and other senior officers, progress on important initiatives and significant issues facing the Group;
9. providing mentoring for the Managing Director;
10. chairing the Managing Director evaluation process.

 

4.5 Role of Company Secretary

The Company Secretary is charged with facilitating the Group's corporate governance process. The full board is responsible for ratifying the appointment and removal of the Company Secretary, as well as the terms and conditions of employment.

It is intended that the Company Secretary's responsibilities will include -

1. assisting in developing the effectiveness of the board by ensuring Board policy and procedures are well understood by the Board and to monitor the implementation of these policies and procedures;
2. being available to directors for enquiries;
3. ensuring the agenda and board papers are forwarded to directors before each board meeting;
4. recording, maintaining and distributing the minutes of all Board and Committee meetings;
5. maintaining relevant registers and lists in relation to governance issues; and
6. ensuring all requirements of the Australian Securities and Investments Commission, Australian Stock Exchange and Australian Taxation Office are fully met.

 

4.6 Role of Managing Director

The Managing Director is responsible for the management of the Group in accordance with the strategy and policies approved by the board to achieve the agreed goals.

It is intended that the Managing Director's responsibilities will include:

1. developing, with the Board, a consensus for the Group's vision and direction;
2. constructing, with the management team, programs to implement this vision
3. approving the terms and conditions of appointment of senior executives;
4. endorsing the terms and conditions of appointment of all other staff
5. providing strong leadership and effective management, in order to
   
   1. ensure safe and healthy workplaces for employees and customers;
   2. encourage co-operation and teamwork;
   3. build and maintain staff moral at a high level; and
   4. build and maintain a strong sense of staff identity and alliance to, the Group;
6. carrying out the day-to-day management of the Group within the authority delegated by the Board;
7. keeping the Board promptly informed, at an appropriate level, of activities and developments within the Group;

Subject to the policy on delegated authorities from time to time, the Managing Director is delegated by the Board to:

1. authorize all expenditures as approved in the budget; and
2. approve the appointment of all budgeted positions.

 

5 Administrative matters

The Board determines a schedule of meetings at the beginning of each year.

Additional meetings are held as required to address specific issues.

The Company Secretary attends meetings of the Committee as minute secretary. Senior executives will be invited to attend meetings (or parts of meetings) from time to time where the Board considers their involvement of assistance to the consideration of items of business before the Board.

All minutes of the Committee are signed by the Chair as a true and correct record and are then to be entered into the minute book and will be open for inspection by any director.

All directors and other attendees at Board meetings are, as officers and/or fiduciaries, required to keep confidential all information presented to (whether written or oral) or discussed at Board meetings.

In general, the Company Secretary will hold at the Corporate Head Office, a complete set of Board papers in relation to each Director for a period commencing on the appointment date of the Director and ending on the date which is 7 years after the Director ceases to hold office as a director of the Company. Directors are entitled to access these papers upon request.

6 Review

The Board of Colorpak Limited will, at least once in each year review the membership and charters of the Board to determine their adequacy in the then current circumstances and to determine that the Board's processes are adequate to ensure it is able to carry out its functions in the most effective manner.