The Board of Directors is ultimately responsible for all matters relating to the running of MDI and is committed to implementing the highest standards of corporate governance.
The Board’s role is to govern the organisation rather than manage it. It is the purpose of senior management to manage the organisation in accordance with the direction of the Board. The Board is responsible for:
- setting the goals of the company, including short-term, medium-term and long-term objectives;
- providing the overall strategic direction of the company;
- appointing and approving the terms and conditions of the Chief Executive Officer and reviewing his or her ongoing performance;
- endorsing the terms and conditions of senior executives through the Remuneration Committee;
- establishing and determining the powers and functions of the committees of the board, including the Audit & Risk Committee and the Remuneration Committee;
- reviewing the Board’s structure and performance from time to time and making decisions on new appointments to the Board;
- approving the annual budget and long-term budgets;
- approving all mergers and acquisitions, and property acquisitions and disposals;
- the issue of any shares, options, equity instruments or other securities in MDI or its subsidiaries;
- determining the ethos of the company and ensuring that the group adheres to appropriate standards and values and applicable laws;
- representing the interests of shareholders.
- To assist in the execution of these responsibilities, the Board has two Board Committees, being:
- an Audit and Risk Committee (Mr I Kirkwood & Mr M Van Ryn); and
- A Remuneration Committee (Mr D Williams & Mr A McCallum).
All other functions of the Board will be dealt with by the Board as a whole. However, from time to time, the Board may determine to establish specific purpose sub-committees to deal with specific issues.
