Page 23 - Stellar IAR2015

PrincipleDescriptionResponse2.26The Group discloses the remuneration of each individual director and prescribed o cerApplied. The Group provides full disclosure of each individual executive and non-executive director’ remuneration in the integrated annual report2.27Shareholders have approved the Group’s remuneration policyApplied. The Group’s remuneration policy is presented to shares as a non-binding advisory vote at each Annual General MeetingSTELLAR CAPITAL PARTNERS | 19THE BOARD OF DIRECTORSThe Board is responsible for:• acting as the focal point for, and custodian of, corporate governance by managing its relationship with management, theshareholders and other stakeholders of the Company along sound corporate governance principles;• retaining full and e ective control of the Company;• giving strategic direction to the Company, both long and short term;• monitoring management in implementing plans and strategies as approved;• creating value through social, economic and environmental performance;• appointing and evaluating the performance of the Chief Executive O cer;• ensuring that succession is planned;• identifying and regularly monitoring key risk areas and key performance indicators of the business;• ensuring that the Company complies with relevant laws, regulations and codes of business practice;• ensuring that the Company communicates with shareowners and relevant stakeholders openly and promptly;• identifying and monitor relevant non- nancial matters;• establishing a formal and transparent procedure for appointment to the Board, as well as a formal orientation programme forincoming directors;• regularly reviewing processes and procedures to ensure e ectiveness of internal systems of control and accept responsibility for thetotal process of risk management;• assessing its performance, its committees and its individual members on a regular basis;• ensuring that the Company is and is seen to be a responsible corporate citizen by having regard to not only the nancial aspectsof the business of the Company but also the impact that business operations have on the environment and the society withinwhich it operates;• ensuring that the Company’s performance includes that of an economic, social and environmental perspective;• ensuring that the Company’s ethics are managed e ectively;• ensuring that the Company has an e ective and independent Audit and Risk Committee;• being responsible for information technology (IT) governance;• appreciating that stakeholder’s perceptions a ect the Company’s reputation;• ensuring the integrity of the Company’s integrated annual report;• monitoring the Company’s compliance with the above;• acting in the best interests of the Company by ensuring that individual directors:- adhere to legal standards of conduct;- exercise the degree of care, skill and diligence that would be exercised by a reasonably individual;- act in good faith and in the manner that is in best interests of the Company;- take independent advice in connection with their duties following an agreed procedure;- disclose real or perceived con icts to the Board and deal with them accordingly;- deal in securities only in accordance with the policy adopted by the Board; and- commence business rescue proceedings as soon as the Company is nancially distressed.BOARD MEETINGSThe Board met four times during the year. Teleconference meetings are held on an ad hoc basis as required. The Chief Executive O cer and Chief Financial O cer update the Board through regular reports.DIRECTORATEThe Board currently comprises two executive and six non-executive directors of whom ve are independent.