Purpose and Objectives

• Provide the framework to issue, record, administer and exercise Delegations and Authorisations.
• Promote effective internal control and sound corporate governance practices in relation to Delegations and Authorisations.
• Provide employees, committees, chairpersons of committees or corporatised units with the level of delegated power and authority necessary to discharge their responsibilities from a legal and sound corporate governance perspective, and
• Support good decision making, efficiency and effectiveness in the administrative processes and complete corporate records

Scope

This policy applies to the Chief Executive Officer and all employees. New Delegations and Authorisations are assessed, and where supported, are implemented in accordance with this policy & its accompanying guidelines.

A decrease in the number of reported legal non-compliance issues which directly impact upon:

• The legal validity/enforceability of some Company contracts or
• Company’s ability to legally enforce or litigate breaches of legislation (as defined herein).

Policy Statement

Company acknowledges its legislative obligation under the provisions of Australian Consumer Laws and Fair Trading Laws to adhere strictly to the delegation and Authorisation regime as detailed therein.

Company accepts that the regime involves complex legal concepts which are unable to be simplified because of their legal nature. This policy and its associated guidelines apply additional controls in order to maintain sound corporate governance.

Company recognises the necessity for employees exercising a delegation or an Authorisation to understand the legal principles underpinning the regime. These principles are outlined below.

As a matter of policy, Company adopts that delegations are to be to a specified office e.g. the CEO as opposed to an employee specified by name. Authorisations though are legally required to be made to an individual in their own right.

General Principles

Company is required and empowered to perform responsibilities under various and sundry Australian Consumer Laws. These laws mandate that Company adheres strictly to the delegation/authorisation regime as detailed herein to validly exercise the Powers emanating from it. The CEO may delegate the CEO’s powers (including powers delegated to the CEO to ‘another employee of the Company’ provided that:

• The CEO has not directed the power not be on-delegated;
• As a matter of policy, Company adopts the delegation of power to a specified Officer in terms of delegating the CEO’s powers;
• A power delegated is exercisable when the specified Officer to which the power has been delegated is occupied by an employee formally appointed to that position.
• Delegates or officers other than the Chief Executive Officer, cannot sub-delegate or on-delegate any power delegated. A delegate may appoint a person or group, such as a committee, to advise about the exercise of a delegation but the delegate remains responsible for making the decision.

Administrative Authorisation

The authority to perform an administrative task or function within Company that is conferred on an Officer by:

• A delegate who prefers not to, or who may be legally unable to, use a sub-delegation to confer such authority
• A person whose job description authorises the performance of the administrative task or function.
• An Administrative Authorisation for governance purposes should be recorded in writing.
• An Administrative Authorisation is made to a Position and not to a Person.