## SECTION 2: 

## HOW MRL SATISFIES THE ASX’S RECOMMENDATIONS 

## 2.1 Board and Management Responsibility: 

## PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 

## RECOMMENDATION 1.1 – ROLES AND RESPONSIBILITIES OF BOARD AND MANAGEMENT 

## 2.1.1 Board Responsibility 

The Board is responsible for guiding and monitoring the Company on behalf of shareholders. The Board has the following overall responsibilities: 

• establish the direction, strategies and financial objectives for the Company and monitoring the implementation of those policies, strategies and financial objectives; and 

• monitoring compliance with regulatory requirements and confirming the culture for ethical behaviour and standards. 

Functions reserved to the Board are: 

1. appointment, evaluation, rewarding and, if necessary, removal of the Managing Director and senior management; 

2. review and approval of plans, new investments, major capital and operating expenditures, capital management, acquisitions, divestitures and major funding activities exceeding the delegated authority of the Managing Director; 

3. establishing appropriate levels of delegation to the Managing Director to allow him to manage the business efficiently; 

4. monitoring actual performance against planned performance expectations; 

5. ensuring that the Company is appropriately positioned to manage significant business risks; 

6. overseeing the management of safety, occupational health and environmental matters; 

7. satisfying itself that the financial reporting of the Company fairly and accurately sets out the financial position and financial performance of the Company; 

8. satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately; 

9. to ensure that appropriate internal and external audit arrangements are in place and operating effectively; 

10. having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and 

11. reporting to shareholders. 

## 2.1.2 Management responsibility 

The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. 

Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including: 

• approval and monitoring of a strategic plan; 

• approval of annual budgets and monitoring actual performance against budget; and 

• presentation at each Board meeting of financial, operations, and marketing information. 

## 2.2 Performance Review: 

## RECOMMENDATION 1.2 – EVALUATION OF PERFORMANCE OF MANAGEMENT 

Senior executives (including the Managing Director) have formal job descriptions and letters of appointment describing their term in office, duties, rights and responsibilities, and entitlements on termination. 

The Board has in place a process for evaluating the performance of the Managing Director and other senior executives. 

