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amaysim Australia Ltd Annual Report 2016

11

In summary, the Board is responsible for

managing the affairs of the company,

including its financial and strategic

objectives; evaluating, approving and

monitoring the Company’s annual budgets

and business plans; approving and

monitoring major capital expenditure and

all major corporate transactions, including

the issuance of any Company securities; and

approving all financial reports and material

reporting and external communications by

the Company in accordance with Company’s

Communications Policy.

The

Board

has

delegated

certain

responsibilities and authorities to the CEO

and management team to enable them

to conduct the Company’s day-to-day

activities. The management team’s role

is to support the CEO and to implement

the running of the general operations and

financial business of the Company. This

includes developing business plans, budgets

and strategies and operating amaysim’s

business within the parameters set by the

Board from time to time.

The Company Secretary is accountable to

the Board through the Chairman and will be

responsible for the proper functioning of the

Board and the Board Committees.

All of the Company’s Directors and senior

executives have entered into written

agreements with the Group setting out the

terms of their appointment.

The diagram below sets provides an overview of the Board, committee and management framework at the Company.

Delegation

and oversight

Delegation

and oversight

Delegation and oversight

Accountability

and reporting

Recommendations

and reporting

The Board’s responsibilities, as set out in the Board Charter, include:

•• Providing input to, and approval of, the Company’s strategy

direction and budget as developed by management: Appointing,

rewarding and determining the duration of the appointment of

the CEO:

•• Ensuring the Company has in place an appropriate risk

management framework and establishing the acceptable levels

of risk within which the Board expects the senior executives of

the Company to operate;

•• Approving criteria for assessing performance of senior executives

and monitoring and evaluating their performance: Monitoring

and evaluating the Company’s compliance with its corporate

governance standards.

Audit & Risk

Management

Committee

The Audit & Risk

Management Committee

assists the Board in relation

to the Company’s financial

reports. reporting process,

internal control structure, risk

management systems and

external audit process.

Remuneration

& Nomination

Committee

The Remuneration &

Nomination Committee

assists the Board in

relation to the Company’s

remuneration policy and

appointment and reelection

of members of the Board

and its committees.

Company

Secretary

The Company

Secretary plays

an important role

in supporting the

effectiveness of

the Board and its

Committees.

Board of Directors

Accountability and reporting

CEO

Senior

Management

Board Committees