Clear levels of authority

BlueScope's governance framework includes clear levels of authority for decision making and approvals. The Board Charter sets out the responsibilities of the Board, along with a list of specific decisions reserved for determination by the Board.

Matters reserved for Board

The matters specifically reserved for the decision of the Board include:

• appointment and succession of the MD&CEO and CFO;
• approval of key Company policies including but not limited to policies relating to:
  • legal compliance;
  • corporate governance;
  • securities trading;
  • continuous disclosure;
  • subsidiary company directorships;
  • reputation and business conduct;
  • donations and sponsorship;
  • health, safety and environment;
  • risk management;
  • accounting policy;
  • dividends;
  • equal employment opportunity;
  • executive remuneration and benefits; and
  • management and board diversity.
• the annual budget;
• the Company's strategic direction, goals and targets;
• the Company's capital structure and funding strategy;
• appointment of auditors;
• specified market and shareholder communications;
• material accounting matters requiring judgment;
• employee equity plans;
• the statutory remuneration report;
• material changes to the Company's organisational structure;
• the Company's executive talent development and succession strategies; and
• funding, security, transactions, projects and contracts exceeding specified thresholds.

Delegation to management

All matters not specifically reserved for the Board and necessary for the day to day management of the Company are delegated to the MD&CEO, who can sub-delegate authority where appropriate.  Comprehensive guidelines have been developed and approved by the Audit and Risk Committee governing the exercise of management delegated authority.