The board of City Care Limited is responsible for the corporate governance of the company This
statement presents an overview of the main corporate governance policies of City Care Limited
Role of the board
The board of directors is appointed by the shareholders, Christchurch City Holdings Limited and
is responsible for the proper direction and control of the company's activities. The board operates
under a board charter that is reviewed periodically.
The responsibilities of the board include such areas as:
· Providing strategic direction and creating shareholder value through the approval of company
strategies and policies with particular regard to the company's objectives,
· Review of company performance against strategic, financial and other targets,
· Appointment and performance management of the Chief Executive Officer, establishing
appropriate remuneration structures, and contingency planning and advice on senior
management succession,
· Keeping the shareholder informed on significant events and issues, and ensuring regular
reports are presented in accordance with agreed requirements,
· Promoting a company culture which requires all employees to adhere to high levels of ethical
behaviour,
· Review of the company's risk management programme and compliance with legislation.
Board operations and membership
The composition of the board is determined in accordance with the following principles:
· The board comprises a maximum of seven directors,
· Directors are directly nominated by the shareholders, Christchurch City Holdings Limited,
· The present board comprises five directors,
· The board meets twelve times per year and schedules additional meetings as required.
Directors receive formal board papers for consideration and all necessary information to
enable participation in an informed discussion of all agenda items.
The company constitution sets out policies and procedures on the operation of the board including
the appointment and removal of directors. All directors are appointed for a term not exceeding
three years and retire by rotation, but may offer themselves for re-election.
The board supports the concept of the separation of the role of Chairman from that of the
Chief Executive Officer. The role of the Chairman is to manage the board effectively, to provide
leadership to the board and to interface with the Chief Executive Officer.
The board has one formally constituted committee, the audit committee. The committee has
a board approved charter outlining the committee's authority, duties and responsibilities and
relationship with the board. There are no other committees but additional committees can be
established on the basis of need.
corporate
governance
