The Company has established a comprehensive governance framework which in general terms:
§ Enables the Board to provide strategic guidance to the Company and effective oversight of management;
§ Clarifies the respective roles and responsibilities of Directors and senior executives in order to facilitate Directors’ and senior executives’ accountability to both the Company and its shareholders; and
§ Ensures a balance of authority so that no single individual has unfettered powers.
Details of the Company’s governance framework are documented in a paper entitled “Roles and Responsibilities of Board and Management” which is publicly available for review in the Corporate Governance section of the Company’s website www.triausmin.com. Among other things, the paper includes statements on:
§ The role and composition of the Board;
§ Collective responsibilities of the Board including those functions specifically reserved to the Board;
§ The roles of the Chairman, individual Directors, the Managing Director (or equivalent) and the Company Secretary, including specific responsibilities and authority; and
§ Collective responsibilities of senior executives including those functions specifically delegated to management by the Board.