Director Responsibilities

The Directors of Incept are responsible for, and have the authority to determine, all matters relating to strategic direction, policies, practices, management goals and the operations of the Company. These include the following responsibilities:

  • approving the strategic objectives of the Company and establishing goals to promote their achievement;
  • monitoring the operational and financial position and performance of the Company;
  • ensuring the Directors inform themselves of the Company’s business and financial status;
  • establishing investment criteria including acquisitions and divestments, approving investments, and implementing ongoing evaluations of investments against such criteria;
  • providing oversight of the Company, including its control and accountability systems;
  • exercising due care and diligence and sound business judgment in the performance of those functions and responsibilities;
  • considering and approving the Company’s budgets;
  • reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
  • appointing and removing the Chief Executive Officer, monitoring performance and approving remuneration of the Chief Executive Officer and the remuneration policy and succession plans for the Company’s Chief Executive Officer;
  • ratifying the appointment and, where appropriate, the removal of senior executives, including the Chief Financial Officer and Company Secretary;
  • monitoring senior management’s performance and implementation of strategy and ensuring appropriate resources are available;
  • ensuring that business risks facing the Company are, where possible, identified and that appropriate monitoring and reporting of internal controls is in place to manage such risks;
  • approving and monitoring financial and other reporting ensuring the Company complies with its responsibilities under the Corporations Act, the Company’s Constitution and other relevant laws;
  • ensuring that collectively, the Directors have the appropriate range of expertise to properly fulfill the above responsibilities and reviewing this on a regular basis to ensure it continues to have operating and technical expertise relevant to the operations of the Company.

To promote ethical and responsible decision-making, the Directors outlined guidelines for a Code of Conduct for Directors and Officers as to the practices necessary to maintain confidence in the Company’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. These guidelines include:

  • honesty, integrity and professionalism;
  • conflicts of interest;
  • corporate opportunities;
  • confidentiality;
  • fair dealing;
  • protection and proper use of assets;
  • compliance with laws and regulations; and
  • encouraging the reporting of unlawful, unethical behaviour