Sabina Corporation Limited - Investment Property Development Consultancy Australia

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Issued 21/03/11
Updated   --/--/--
(Date)

 

(Addressee)

  

Dear Sir,

Re Letter of Appointment – Non- Executive Director

   

In accordance with recent guidelines published by ASX on Corporate Governance Principles, I have pleasure in issuing this formal Letter of Appointment to confirm your appointment as a Non-Executive Director to the Board of Sabina Corporation Limited. The terms and conditions governing your appointment are summarised below:

   
     
  (1)    Term of Appointment
     
    Your appointment will be for an initial term of two (2) years commencing on                              , unless otherwise terminated earlier by and at the discretion of either party upon a minimum of one (1) month's written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at the forthcoming AGMs.
     
     
  (2) Time Commitment Envisaged
     
    As a Non-Executive Director you will be involved in a number of board and committee meetings each year. Currently, there is an expectation that you will attend the scheduled monthly board meetings, the annual general meeting, and other special meetings or attendance as necessary. The Company will provide you with adequate notice of the proposed board meeting dates. By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role.
     
     
  (3) Power and Duties
     
    The management and control of the business of Sabina Corporation Limited is vested in the Board. All Directors must make decisions objectively in the interests of the Company. Key matters reserved to the Board include the following:
     
   
  • Oversight of the Company, including its control and accountability systems

  • Appointing, monitoring, managing the performance of, and if necessary, terminating the employment of the Chief Executive Officer, subject to the provisions of the Consultancy Agreement.

  • Ratifying the appointment and, if necessary, terminating the employment of the Chief Financial Officer and the Company Secretary.

  • Input, assessment, appraisal and final approval of management's development of corporate strategy and performance objectives.

  • Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance.

  • Monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available to undertake those strategies.

  • Approving and monitoring the progress of capital expenditure, capital management, and acquisitions and divestitures.

  • Approving and monitoring financial and other reporting.
     
     
  (4) Committees
     
    This letter refers to your appointment as a Non Executive Director of the Company. In the event that you are also asked to serve on one or more of the board committees you will be provided a separate letter setting out the committee's terms of reference, any specific responsibilities and any additional fees that may be involved.
     
     
  (5)  Directors' Fees
     
    You will be paid a fee of $500.00 per board meeting attended that will be paid monthly in arrears in cash or, subject to your agreement, the amount due be credited in your favour and be paid in the form of ordinary shares as authorised by shareholders at the AGM. The fees payable will be subject to annual review by the Board. The Company will reimburse you for all reasonable and properly documented expenses incurred in performing the duties of your office.
     
     
  (6) Outside Interests
     
   
It is accepted and acknowledged that you have business interests other than those of the Company and have declared conflicts that  are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the Chairman as soon as apparent. You may be required from time to time lodge information to various authorities including ASX and ASIC. The Company may be required to provide information about you to these authorities. You agree to provide to the Chairman promptly all information that may be required for these purposes without limitation.

You should be aware that under the law and the Company's Constitution you will generally not be entitled to attend any part of a board meeting or to vote, on any matter on which you have a material personal interest unless the other directors unanimously decide otherwise. Any material interests are required to be disclosed in the board minutes, the annual report, and the accounts under the Corporations Act (2001) and the Listing Rules of ASX.

     
     
  (7) Fellow Directors
     
    Your three fellow directors are: Mr P B Chen as Chairman & CEO, Mr Nick Lockyer and Mr J L Chard; the other two non executive directors. There are also five Members of an Advisory Board namely; Mr G F Ellwood, Mr R D Tilby, Dr R J Paech, Mr K Miller and Mr R X Yu. Their professional qualifications and brief background details are attached for your added information.
     
     
  (8) Trading Policy
     
    It is a requirement of the Board that you follow the "Trading Policy" for Directors when dealing in securities and adhere to the designated prohibited periods for dealing. A copy of the policy is enclosed for your information and retention. ASX also requires you to notify any change in status regarding your securities for purpose of Appendix 3X, 3Y, and 3Z. You are also required to execute a Director's Disclosure Deed with the Company.
     
     
  (9) Continuous Disclosure Policy
     
    Please note that you are required to follow the enclosed "Continuous Disclosure Policy" at all times.
     
     
  (10) Induction & Training
     
    Where possible, directors will be encouraged to attend special training courses by various professional bodies to ensure that the directors are refreshed and equipped to perform their role in the highest standards and performance possible.
     
     
  (11) Independent Professional Advice
     
    You may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of your responsibilities. However, prior approval of the Chairman is required, which would not be unreasonably withheld. Copies of the advice must be made available to, and for the benefit of, all Board Members.
     
     
  (12) Indemnity and Insurance
     
    The Company, in view of its current size and activities, carries no directors' and officers' liabilities insurance at present. However, the Board will monitor the situation closely and take out an insurance cover when warranted.
     
     
  (13) Confidentiality and Access to Company Records
     
    All information acquired during your term on the board is confidential to the Company and should not be released either during your appointment or following termination (by whatever means), to third parties without prior written clearance from the Chairman. Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior written clearance from the Chairman.
     
     
  (14) Company Constitution
     
    Please ensure that you familiarise yourself with the Company's Constitution. A copy is available for your inspection at the office at your convenience.
     
     
You are free to contact me at any time should there be any queries concerning the above matters or any other issues that you wish to discuss. My private mobile number is 0418 748 588. Please signify your acceptance to the above terms and conditions that govern your appointment by signing and returning the duplicate copy of this letter.
 
 
Yours faithfully
Sabina Corporation Limited   


P B Chen     
Chairman

I ………………………………. hereby accept the terms and conditions of appointment as set out in this letter.

 

Signature………………………



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