The Members of the Board of Directors of Dulwich Construction Limited (DCL) are committed to the highest standards of Corporate Governance, recognizing that the company’s good reputation is its most valuable asset.

COMPOSITION OF OUR BOARD

The composition of our Board is to be reviewed regularly to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. In appointing members to the Board, consideration is given to the ability of the appointee to: contribute to the on-going effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company.

The majority of our Board is comprised of executive Directors. We strive to balance our Board such that at least one member of the Board is independent. An independent Director is one who is independent of management and free from any business or other relationship, which could, or could reasonably be perceived to, materially interfere with, the exercise of the directors’ independent judgment. We insist that our Directors must disclose their interests. The independence of the Directors is assessed regularly by our Board in light of the interests disclosed by them. Directors are expected to bring their independent views and judgement to the Board and must declare immediately to the Board any potential or active conflicts of interest.

Our Board comprises of Directors with a mix of qualifications, experience and expertise. This assists our Board in fulfilling its responsibilities, as well as assisting our Company in achieving growth targets and delivering value to all stakeholders.

OUR BOARD “THE COMMITMENT”

In carrying out its responsibilities and powers, our Board Recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of our shareholders; Recognises its duties and responsibilities to our employees, clients, stakeholders and the community.

The specific responsibilities of the Board of Directors. In addition to matters it is expressly required by law to approve, our Board has the following specific responsibilities:

• Drive the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;
• Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
• Approving and monitoring the progress of major capital expenditure, capital
• Management and significant acquisitions and divestitures;
• Approving and monitoring the budget and the adequacy and integrity of financial and other reporting;
• Approving the annual, half-yearly and quarterly accounts;
• Approving significant changes to the organisational structure;
• Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.
• Recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them; and
• Meeting with the external auditor, at their request, without management being present. And any other business, as instituted within our governance documents.