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Board Charter
Reef Corporate Services Limited (RCS)
Responsible Entity of the Reef Casino Trust (Trust)
1. Role of the Board
As the responsible entity for the Reef Casino Trust (Trust), Reef Corporate Services Limited’s (RCS) role is to manage the Trust as provided in the Trust Constitution.
The Board must at all times act honestly, fairly and diligently in all respects in accordance with both the constitutions of Reef Corporate Services Limited as well as Reef Casino Trust and applicable laws including Section 601FD of the Corporations Act which sets out duties of officers of a responsible entity. In accordance with the Company’s constitution each of the directors shall have regard to the following interests (in descending order of priority)
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The interest of the unitholders of the Trust as a whole
The interests of the person who has a right to appoint and remove the director except to the extent those interests conflict with the interests of unitholders as a whole; and
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The interest of the members of the Company except to the extent that interest conflicts with either or both of the interests of the unitholders of the Trust as a whole or the appointer
The responsibilities reserved for the board are set out at 2 below. Day to day management of the Trust and matters not specifically referred to have been delegated to the CEO of the complex operator but are subject to oversight by the Board.
2. Responsibilities reserved for the Board
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Final approval of the strategic plans of the complex operator
Final approval of the annual budgets including capital expenditure of the Trust and complex operator
Approving and monitoring the progress of major refurbishment programs, acquisitions or divestments
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Approving the issue of securities and establishment of debt facilities
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Approving the appointment of the CEO of the operator, the company secretary and the external auditor (taking guidance from the compliance, audit and risk committee)
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Distribution policy and approval of any distribution payment
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Approving (taking guidance from the compliance, audit and risk committee) all half yearly and annual financial reports including the Directors’ Report and Corporate Governance Statement and any related announcements to the ASX or communications with unitholders
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Instigation of corporate governance policies including code of conduct, continuous disclosure, trading in units
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Approving and monitoring compliance with the Trust internal control system and risk management systems
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Monitoring (taking guidance from the compliance, audit and risk committee) the Trust’s obligations and compliance with relevant regulatory requirements
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Considering the competencies of directors, board succession plans and board evaluations
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Reviewing the remuneration framework for directors
3. Structure of the Board
The Board comprises eight non-executive directors (including the Chairman). The directors are appointed under the terms of the constitution of the Company and the shareholders agreement:
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Three directors appointed by Casinos Austria International Limited (CAIL) who remain in office until removed by their appointer.
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Three directors appointed by Accor Casino Investments (Australia) Pty Ltd who remain in office until removed by their appointer, and
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Two directors appointed by the unitholders who remain in office for a term of 3 years (unless removed earlier) and are then subject to re-election. The directors appointed by the unitholders may be nominated by unitholders holding not less than 5% of the total number of units on issue or by the board of directors. Before a candidate is nominated by the Board consideration is given to the range of skills, experience and expertise that will best compliment the board’s effectiveness.
All director appointments must be approved by the Queensland Treasurer.
The Chairman of the board of directors of Reef Corporate Services Limited is appointed by agreement of the directors. Any of the directors may be appointed Chairman.
4. Independence
A director will be considered independent if they are a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.
In determining independent status of a director the board will consider whether the director has any of the following relationships :
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A substantial security holder of the Trust or an officer of, or otherwise associated directly with or appointed by a substantial security holder of the Trust where substantial security holder is a person with a substantial holding as defined in section 9 of the Corporations Act;
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Currently employed, or previously employed in an executive capacity by the Trust, Casinos Austria Group or Accor Group, and there has not been a period of at least three years between ceasing such employment and serving on the board;
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Within the last three years been a principal of a material professional adviser or a material consultant to the Trust or any other group member, or an employee materially associated with a service provider;
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Is a material supplier or customer of the Trust or any other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
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Has a material contractual relationship with the Trust or any other group member, other than as a Director of RCS
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Family ties which could, or could reasonably be perceived to, interfere with the Director’s ability to act in the best interests of the Trust.
Materiality is assessed on a case-by-case basis and having regard to each director’s individual circumstances.
The Board will state its reasons if it considers a Director to be independent notwithstanding the existence of the above relationships.
5. Authority of the chairman
The chairman is to:
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Chair board meetings;
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Approve the agenda for board meetings;
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Chair meetings of members, including the annual general meeting of the Trust;
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Be the primary spokesperson for the Trust at the annual general meeting;
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Be kept fully informed by the chief executive officer of the operator of all material matters which may be relevant to directors;
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Ensure directors are informed of all material matters;
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Provide guidance and mentoring to the chief executive officer of the operator;
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Manage the appointment of the company secretary
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Ensure the annual process of Board evaluation is conducted.
6. Conflicts of interest
Directors are expected to be mindful of potential conflicts of interest and are to
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fully and frankly inform the Board about the circumstances giving rise to the conflict; and
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abstain from voting on any motion relating to the matter and absenting themselves from all board deliberations relating to the matter.
7. Independent advice
Each director is able to seek independent professional advice (including but not limited to legal, accounting and financial advice) at the Trust’s expense, with prior approval of the Chairman on any matter connected with the discharge of their responsibilities. The chairman may determine that any advice received by an individual director will be circulated to the remainder of the Board.
8. Remuneration
Only directors who are not full time executives of Casinos Austria International group or Accor Asia Pacific group are entitled to receive remuneration. Remuneration levels will be commensurate with boards of similar size and type.
9. Review of Board Charter
The Board shall annually review this Charter make any amendments it determines are necessary or desirable.
Amended and approved by the Board 8 April 2008
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