Composition and functions of the Board
The Board consists of seven directors, of whom five are non-executive directors. Four of the directors are independent non-executive directors.
The duties of the chairman are separate from those of the chief executive officer (“CEO”). The CEO and the company secretary are appointed by the Board. The independence of each non-executive director is regularly assessed by monitoring information submitted by directors relating to their relevant business interests.
Quantum Foods elected not to have a nominations committee. The appointment of directors is considered a matter for the Board as a whole. The appointment of directors is transparent and takes place according to a formal process.
At each AGM, one-third of the non-executive directors retire by rotation, but are eligible for re-election. Any non-executive director who has already held office for a period of more than three years since his/her last election for appointment at the AGM, retires at the next AGM, but remains eligible for re-election. A director shall be obliged to retire at the conclusion of the AGM relating to the financial year in which he/she becomes 70 years old and shall not be eligible for re-election.
A decision-making framework clearly sets out the balance of power and authority at Board level, ensuring that no one director has unfettered powers of decision-making. In line with the requirements of King III, a formal appraisal of the Board, its committees and directors was done and no material issues were identified.
The key roles and responsibilities of the Board include:
- acting as the focal point for, and custodian of, corporate governance;
- determining the strategies and strategic objectives of the Group;
- determining and setting the tone for the Group’s values;
- satisfying itself that the Group is governed effectively in accordance with corporate governance best practices;
- monitoring the implementation of the Board’s decisions and policies;
- ensuring that the Group has an effective and independent audit and risk committee and remuneration committee;
- ensuring that disputes are resolved effectively and efficiently; and
- appointing and evaluating the performance of the CEO and the company secretary.
The Board considers it a business imperative that all actions taken on behalf of the Company are executed ethically and professionally. Directors disclose their personal financial interests at the start of every Board or committee meeting.
Legal and compliance
The Board recognises its responsibility to ensure that Quantum Foods complies with all applicable laws and monitors adherence to all regulatory charters, codes and standards. Board members have experience in and knowledge of the agricultural industry and are aware of the potential impact of legislative changes. The combined risk and internal audit function manages the process of compliance according to a framework that has been approved. Progress against this is being monitored by the Company’s audit and risk committee.
During the past financial year, no instances of material non-compliance were noted and no judgements, damages, penalties or fines were recorded or levied against Quantum Foods, its directors or employees.
Company secretaryAll Board members have access to the advice and services of the company secretary, who is responsible for the proper administration of the Board and the implementation of sound corporate governance procedures. This includes the provision of appropriate information resources to assist members in the proper discharge of their duties.
The Board is of the opinion that the company secretary is suitably qualified, competent and experienced to carry out her duties as stipulated under section 88 of the Companies Act.
The Board is satisfied that an arm’s length relationship exists between the company secretary and the Board.