Board structure
Number of Boards
Since completion of Stage 2 of the Re-domicile, the Company has had a single Board.
However, prior to the completion of the Re-domicile, James Hardie had a two-tiered board structure, consisting of a Supervisory Board and a Managing Board.
Single Board
The Board comprises seven non-executive directors and the CEO. The Board must have no less than three and not more than twelve directors, as determined by the Board.
Board directors may be elected by our shareholders at general meetings or by the Board if there is a vacancy. The Board and our shareholders have the right to nominate candidates for the Board. Board directors may be
dismissed by our shareholders at a general meeting.
Irish law provides that the Board is responsible for the management and operation of James Hardie. The Board can, and has, delegated authority to the CEO to manage the corporation within specified authority levels. The
Board has also reserved certain matters to itself, including:
- appointing, removing and assessing the performance and remuneration of the CEO and CFO;
- succession planning for the Board and senior management and defining the Company’s management structure and responsibilities;
- approving the overall strategy for the Company, including the business plan and annual operating and capital expenditure budgets;
- convening and monitoring the operation of shareholder meetings and approving matters to be submitted to shareholders for their consideration;
- approving annual and periodic reports, results announcements and related media releases, and notices of shareholder meetings;
- approving the dividend policy and interim dividends and making recommendations to shareholders regarding the annual dividend;
- reviewing the authority levels of the CEO and management;
- approving the remuneration framework for the Company;
- overseeing corporate governance matters for the Company;
- approving corporate-level Company policies;
- considering management’s recommendations on various matters which are above the authority levels delegated to the CEO or management; and any other matter which the Board considers ought to be approved by the Board.
The full list of those matters reserved to the Board are formalised in our Board reserved powers charter.
In discharging its duties, the Board aims to take into account the interests of James Hardie, its enterprise (including the interests of its employees), shareholders, other stakeholders and other parties involved in or with James Hardie.
Supervisory Board
The Supervisory Board was in existence until 17 June 2010, when it was replaced by the single Board. It comprised only non-executive directors, with at least two members or a higher number as determined by the Supervisory Board.
The Supervisory Board supervised and provided advice to the Managing Board, and was responsible for, amongst other matters:
- nominating Managing Board directors for election by shareholders;
- appointing and removing the CEO and the Chairman of the Managing Board;
- approving Managing Board decisions relating to specified matters or above agreed thresholds;
- approving the strategic plan and annual budget proposed by the Managing Board;
- approving the annual financial accounts;
- supervising the policy and actions of the Managing Board;
- supervising the general course of affairs of James Hardie and the business it operates;
- approving issues of new shares;
- approving declaration of dividends;
- approving any share buy-back programs and cancelling the shares bought back;
- approving any significant changes in the identity or nature of the Company;
- approving the strategy set by the Managing Board;
- monitoring Company performance; and
- maintaining effective external disclosure policies and procedures.
Managing Board
The Managing Board was in existence until 17 June 2010, when it ceased to exist and the CEO joined the single Board. It comprised only executive directors, with at least two members or such higher number as determined
by the Supervisory Board.
The Managing Board was accountable to the Supervisory Board and to the shareholders for the day-to-day management of the Company, including:
- administering the Company’s general affairs, operations and finance;
- preparing a strategic plan and budget setting out operational and financial objectives, implementation strategy and parameters for the Company for the next three years, for approval by the Supervisory Board;
- ensuring the implementation of the Company’s strategic plan;
- preparing quarterly and annual accounts, management reports and media releases;
- monitoring the Company’s compliance with all relevant legislation and regulations and managing the risks associated with the Company’s activities;
- reporting and discussing the Company’s internal risk management and control systems with the Supervisory Board and the Audit Committee; and
- representing, entering into and performing agreements on behalf of the Company.
