http://www.newtalismangoldmines.co.nz/statement-of-board-and-mana...

http://www.newtalismangoldmines.co.nz/statement-of-board-and-management-functions/

2. Responsibility of the Board

The Board is collectively responsible for promoting the success of the Company by:
(a) supervising the Company’s framework of control and accountability systems to enable risk to be assessed and managed which includes but is not limited to (a) to (i);

(b) ensuring the Company is properly managed for example by(i) appointing and removing the managing director of the Company;(ii) ratifying the appointment and, where appropriate, the removal of the chief financial officer and the company secretary;(iii) input into and final approval of management’s development of corporate strategy and performance objectives;(iv) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance;(v) monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available; review the performance of executive management;(vi) evaluating and advising the Board on the performance of the chief executive and the managing director;(vii) annually reviewing the composition of each committee and presenting recommendations for committee memberships to the Board as needed;(viii) annually evaluating and reporting to the Board on the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of shareholders;

(c) approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;

(d) approval of the annual budget;

(e) monitoring the financial performance of the Company;

(f) approving and monitoring financial and other reporting;

(g) overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company;

(h) liasing with the Company’s external auditors and Audit Committee:and

The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities.

The Board may from time to time, delegate some of its responsibilities listed above to its senior management team (except for paragraphs [(a), (b), (f) and (g)] and where any matter exceeds the Materiality Threshold as defined below).