The Board

The Role of the TOWER Limited Board (the Board)

The Board's primary role is to effectively represent and promote the interests of shareholders with a view to enhancing growth and returns across the Group and adding long-term value to the company's shares. The Board is the overall and final body of responsibility for all decision making of the Group. As set out in the Board Charter, the responsibilities of the Board include:

• determining the Group's strategic objectives and approving the annual operating plans and financial targets, capital expenditure plans and the like
• assessing and monitoring performance, including management's performance, against the strategic objectives, operating plans and financial targets
• approving all changes to the Group's corporate structure which are of strategic importance
• determining Group financial, treasury and information technology strategies and policies, and dividend distribution, lending and borrowing, tax, and investment and foreign exchange policies
• approving capital expenditure, operating expenditure, asset acquisitions and divestments, and settlement of legal proceedings, in all cases where outside the normal course of business and above delegated limits
• approving all transactions relating to major business and company acquisitions, mergers and divestments
• approving the Group Managing Director’s appointment and remuneration
• setting the Terms of Reference for the Board Committees, and receiving and acting on (as it sees fit) recommendations and reports from the Board Committees.

In practice, nearly all the matters that the Board has reserved to itself are developed and formulated by management and presented to the Board for its deliberation. The Group Managing Director is a member of the Board and attends all Board meetings where such matters are discussed. In addition, the Group Chief Financial Officer, and the Chief Executives of the Group's three business units regularly attend Board meetings.

At each monthly meeting the Board considers a variety of reports, including overall Group and business unit operations and financial performance.

The Board recognises that the performance of Directors and the Group Managing Director are crucial to the success of the company and to the interests of shareholders. To that end, the Board reviews, at least annually, its own composition and performance.

Charter and Protocols

• The Board Charter  sets out the principal roles and responsibilities of the Board, the decisions reserved to the Board, the reports and matters it will consider at each regular Board meeting, and the strategic, financial and other matters it will consider at least annually.
• The Board Protocols deal with Board structure, composition and appointments, Board and Director evaluations, Director independence, the taking of independent professional advice, continuing education, and related matters.

To enhance the efficiency of the Board and governance of the Group, the Board has delegated certain roles and functions to: the three Board Standing Committees (Audit and Compliance, Remuneration and Appointments, and Investment), and through delegation to the Group Managing Director of the day-to-day leadership and management of the Group.