Board Charter - Summary
The BlueScope Steel Board charter sets out the functions and responsibilities of the Board, along with certain matters relevant to the operation of the Board.
Independence
A majority of the directors must be independent as assessed by the Board. Individual directors do not participate in assessing their own independence. The process for assessment occurs annually, or where there is a change in a director's circumstances which may impact their status as independent directors. The Board is required to consider all of the circumstances relevant to a director in determining whether the director is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.
The Chairman of the Board will be independent and cannot be a former Managing Director and Chief Executive Officer of the Company. Further information concerning the independence of directors' can be found in the BlueScope Steel Corporate Governance Statement which forms part of the Directors' Report.
All non-executive directors must comply with the core principles of business conduct in the Guide to Business Conduct (see the summary of the Guide to Business Conduct).
Board's rights
The Board, or individual directors, may obtain independent professional advice if it (or the director) considers it necessary, with the costs to be borne by the Company.
Board responsibilities
The Board is responsible for:
- setting the Company's values and standards of conduct and ensuring that these are adhered to, in the interests of the Company's shareholders, employees, customers, suppliers and the communities in which it operates and, generally, safeguarding the reputation of the Company;
- providing leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
- setting the Company's direction, strategies and financial objectives and ensuring that the necessary financial and human resources are in place for the Company to meet its objectives;
- ensuring that the performance of management, and the Board itself, is regularly assessed and monitored;
- monitoring compliance with regulatory and ethical standards; and
- appointing, terminating and reviewing the performance of the Managing Director and Chief Executive Officer.
The Board has specifically reserved to itself authority for certain matters. Matters not expressly reserved to the Board are delegated to management. (See the summary of the Delegation of Authority Policy.)
Board review
The Board will review its performance regularly and consider changes to improve the effectiveness of the Board or its Committees.
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BlueScope Steel Limited ABN 16 000 011 058 BlueScope is a trademark of BlueScope Steel Limited
