Board Charter

In accordance with the Company's Constitution and the law, the Board is required to manage the business of the Company.

The BlueScope Steel Board charter sets out the functions and responsibilities of the Board, along with procedures aimed at the effective operation of the Board and that support each member in fulfilling his or her duties as a director.

Board responsibilities

The Board is responsible for:

  • setting the Company's values and standards of conduct and ensuring that these are adhered to, in the interests of the Company's shareholders, employees, customers, suppliers and the communities in which it operates and, generally, safeguarding the reputation of the Company;
  • providing leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
  • setting the Company's direction, strategies and financial objectives and ensuring that the necessary resources are in place for the Company to meet its objectives;
  • overseeing executive talent development and succession in the Company to support strategy execution;
  • ensuring that the performance of management, and the Board itself, is regularly assessed and monitored;
  • monitoring compliance with regulatory and ethical standards; and
  • appointing, terminating and reviewing the performance of the Managing Director and Chief Executive Officer.

The Board has specifically reserved to itself authority for certain matters.  Matters not expressly reserved to the Board are delegated to management.  (See the summary of the  Delegation of Authority Policy).

Independence

The Board Charter requires that the Board comprise a majority of Non-Executive Directors who are assessed to be independent in accordance with the Charter.

The Board acknowledges that the overall purpose of independence is to ensure that the director does not have a relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.  In this context, the Board has adopted a policy for the assessment of independence of each director.  The independence of each director is reviewed at least annually and the Director Independence Policy is reviewed periodically.  Individual directors do not participate in assessing their own independence.

Further information is contained in the Director Independence Policy summary and in the company's most recent Corporate Governance Statement.

Access to advice

The Board, or individual directors, may obtain independent professional advice to assist in the proper exercise of powers and the discharge of duties as a director, with the costs to be borne by the Company.  In the case of an individual director accessing advice, the director must obtain the prior approval of the Chairman or if the director is the Chairman, the prior approval of a majority of the Non-Executive Directors of the Company.

Business Conduct

All Non-Executive Directors must comply with the core principles of business conduct in the Guide to Business Conduct (see the summary of the  Guide to Business Conduct).

Board Committees

The Board has established the following Committees, in accordance with the Company's Constitution:

  • Audit and Risk Committee;
  • Nomination Committee;
  • Remuneration and Organisation Committee; and
  • Health, Safety and Environment Committee.

Each Committee has its own Charter which has been approved by the Board.

The Board is also entitled to establish additional Committees to assist it in carrying out its responsibilities.

Board review

The Board will conduct a performance evaluation each year and will periodically assess the need for external input into the evaluation process.