“Strong and effective governance is essential to the long-term success of our Group. Our governance structures are designed to enable us to focus on the matters and issues that will shape our future.”
Jean-Paul Luksic, Chairman
The Board is collectively responsible for the long-term success of the Group. It is responsible for its leadership and strategic direction, for the oversight of the Group’s performance, its risk and internal control systems, and for ensuring that the Company acts in the best interests of all shareholders and has regard to the interests of stakeholders.
- responsibility for the overall strategic management of the Group;
- changes to the capital, corporate structure, senior management and control structure;
- approval of preliminary announcements, financial reports, dividend policy and proposals, and significant changes in accounting policies or practices;
- ensuring a sound system of internal control and risk management and determining the nature and extent of principal risks that the Group is willing to take in achieving its strategic objectives;
- approving material contracts and transactions;
- reviewing and approving changes to the Board’s structure, size and composition, ensuring adequate succession planning for the Board, approving appointments to the boards of key subsidiaries and the appointment or removal of the Company Secretary;
- recommending the appointment, re-appointment or removal of the external auditor to shareholders for approval, following the recommendation of the Audit and Risk Committee;
- submitting the Directors’ Remuneration Policy to shareholders for approval and approving the Directors’ remuneration;
- appointing and delegating authority to the Group CEO and ensuring that there is adequate succession planning for the Group CEO and senior management;
- reviewing the Group’s overall corporate governance arrangements, receiving reports of the views of the Company’s shareholders, undertaking a formal and rigorous annual review of its own performance, as well as that of the Committees and individual Directors, determining the independence of Directors, receiving declarations of interest from Directors and authorising any Director’s conflict of interest;
- approving key corporate policies and the schedule of matters reserved for the Board; and
- establishing Committees of the Board that provide assistance on any of the matters set out above.
For more information, please read the Schedule of Matters Reserved for the Board (PDF)
The Board has delegated responsibility for implementing the Group’s strategic and financial objectives to the Group CEO.
The Board has delegated authority to its committees to perform certain activities as set out in their terms of reference. They are the Audit and Risk Committee, the Remuneration and Talent Committee, the Nomination and Governance Committee and the Sustainability and Stakeholder Management Committee.
The activities of these committees and their terms of reference are set out on the Board committees page
For more information on the responsibilities of the Chairman, the Senior Independent Director and the CEO, please see the Responsibilities of the Chairman, Senior Independent Director and the Chief Executive Officer (PDF)
For more information, please read the Crime Prevention Manual (PDF)