Board of Directors

Responsibility for the Company’s corporate governance rests with the Board. The Board’s guiding principle in meeting this responsibility is to act honestly, conscientiously and fairly, in accordance with the law, in the interests of inTechnology’s Management (with a view to building sustainable value for them) and those of the employees.

The Board also approves company goals and directions, strategic plans and performance targets, and ensures that appropriate policies, procedures and systems are in place to manage risk, optimise business performance and maintain high standards of ethical behaviour and legal compliance.

The Board’s broad function is to:

chart strategy and set financial targets for the Company;
identify principal risks of the Company’s business;
monitor the implementation and execution of strategy and performance against financial and non-financial targets; and
appoint and oversee the performance of executive management and generally to take and fulfil an effective leadership role.

Power and authority in certain areas is specifically reserved to the Board – consistent with its function as outlined above. These areas include:

composition of the Board itself including the appointment and removal of Directors;
oversight of the Company including its control and accountability system;
appointment and removal of senior management including the Managing Director, Chief Financial Officer and Company Secretary;
reviewing and overseeing systems of risk management and internal compliance and control, codes of ethics and conduct, and legal and statutory compliances;
monitoring senior management’s performance and implementation of strategy; and
approving and monitoring financial and other reporting and the operation of committees.

Board and Charter Policy

The Board has adopted a charter (which will be kept under review and amended from time to time as the Board may consider appropriate) to give formal recognition to the matters outlined above. This charter sets out various other matters that are important for effective corporate governance including the following:

a detailed definition of “independence”
code of conduct for Directors, executives and employees
formalised in a detailed code of ethics and values;dealings in securities
formalised in a detailed code for securities transactions designed to ensure fair and transparent trading by Directors and senior management and their associates
communications with shareholders and the market.

These initiatives, together with other matters provided for in the Board’s charter, are designed to “institutionalise” good corporate governance and generally build a culture of best practice in inTechnology Distributions’s own internal practices and in its dealings with others.

Audit and Risk Management

The company performs a variety of functions relevant to risk management and internal and external reporting and reports to the Board following each meeting.

Among other matters for which the committee will be responsible for are the following:

oversee the Company’s financial reporting process on behalf of the Board;
assessment of accounting, financial and internal controls;
corporate risk assessment and compliance with internal controls;
internal audit function and management processes supporting external reporting;
review of the effectiveness of the audit function;
appointment of external auditors and scope of external audit;and
compliance with laws and regulations.

Meetings are held at least twelve times each year. A broad agenda is laid down for each regular meeting according to an annual cycle.

Remuneration Policy

The purpose of this policy is to assist the Board to make recommendations in relation to providing advice in relation to remuneration packages of senior executives, non-executive Directors, executive Directors, employes, equity-based incentive plans, appointment of new Directors (both executive and non-executive) and senior management.

Functions performed include the following:

regularly reviewing and making recommendations to management with respect to an appropriate remuneration policy including retirement benefits and termination payments
making recommendations as to the structure of remuneration for management and employes;
establishment of policies and procedures for the selection and appointment of Directors;
identification and consideration of possible candidates for the appointment as Director;
ensuring that an effective induction program is available to new Directors to ensure they understand their responsibilities and the business activities of the Company;
identifying Directors qualified to fill vacancies on Board Committees and making recommendations; and
ensuring the performance of each Director, and of senior management, is reviewed and assessed each year in accordance with procedures adopted by the Board.

Board of Directors