Board Charter
NCS INTERNATIONAL BOARD CHARTER
Overview
The Board is responsible for ensuring that NCS International (NCSI) has an appropriate corporate governance structure. This requires that appropriate accountability and control systems are in place.
The NCSI Constitution is the company’s key governance document and the Board must ensure that NCSI complies with it at all times.
As a wholly-owned subsidiary of NATA, the NCSI Board must ensure that NCSI enhances and protects shareholder value and complies with the Corporations Act, as well as all other applicable laws and statutes. Examples of applicable areas of regulation include:
- occupational health & safety legislation;
- employment related laws;
- anti-discrimination legislation; and
- Trade Practices Act.
Composition and Conduct of the NCS International Board
The Board is to comprise of a majority of Independent Non-Executive Directors; and the Chief Executive Officer up to 9 members.
The Chairman is to be an Independent Non-Executive Director
In discharging his/her duties, each Director must act in good faith in the best interests of NCS International.
All Directors should bring an independent judgement to bear in decision-making.
Non-Executive Directors should confer at least annually without Management present.
At present, the NCS International Board is:
- Ms Jacqui Wilkins - NCS International Chair
- Mr Greg Jewson - NCS International Chief Executive Officer
- Mr Michael Branagan - NCS International Director
- Mr James Urquhart - NCS International Director
- Mr Gary Quince - NCS International Director
- Ms Edith Csontos - NCS International Director
- Ms Margaret Haseltine - NCS International Director
- Ms Helen Hillman - NCS International Company Secretary
NCS International Board Duties and Responsibilities
The NCSI Board is responsible for setting the strategic direction and financial goals of NCSI and monitoring the implementation of that strategy by the Senior Management Team.
This will include:
- oversight of NCSI, including its control and accountability systems
- appointing the Chief Executive Officer
- ratifying the appointment of the Chief Financial Officer and the Company Secretary
- appointing NCSI’s auditors and determining the required format for submitting company accounts for final Board approval
- providing input into, and final approval of social and ethical policies and corporate strategy
- providing input into, and final approval of, the annual operating budget
- approving and monitoring the progress of capital expenditure, capital management and acquisitions/divestitures
- reviewing regular management reports on systems of risk management and internal compliance and controls, codes of conduct, legal compliance and other significant corporate policies
- monitoring Senior Management’s performance and implementation of strategy and policies
- determining the appropriate level of remuneration for NCSI’s Chief Executive Officer, Senior Management Team and the Directors
- approving and monitoring financial and other reporting to the major shareholder
- ensuring that a succession plan for both the Board and Senior Management is in place and regularly reviewed
NCS International Core Values
In addition to the above formal responsibilities, our company has an underlying set of values that represent our corporate culture and manner of doing business.
These values can be expressed as follows:
- As an organisation and as individuals we will demonstrate a high level of integrity and a desire to be regarded by our staff, customers and the public as a committed and open organisation.
- We will act in a manner that reflects the pursuit of quality and continual improvement in all our activities.
- We will show respect for one another and for those with whom we deal.
- The development and encouragement of staff in a mutually beneficial, safe and enjoyable environment will be a prime objective and the right of employees to be aware of their progress will be a key component in its achievement.
- We will continually monitor customer needs and performance results in order to grow our business and increase shareholder value.
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