Under a Reserved Powers system adopted by the AWB Limited Board, the Board has granted the Managing Director authority to exercise all the powers of the Company other than those specifically reserved to the Board.
The Board's Reserved Powers primarily concern the general oversight of the AWB group and the provision of strategic direction. They include powers regarding the AWB Group's governance, the approval of strategic plans and budgets, share capital related matters, and approval of financial statements, auditing and other risk management controls.
The general authority to manage, control and direct the business of the Company has been delegated to the Managing Director. The Managing Director’s authority must be exercised in accordance with the best interests of the Company and any policies and directions given by the Board from time to time. The Managing Director may in turn delegate to senior management subject to certain delegated authority levels.
The Managing Director's authority is subject to the Board's discretion to reserve further powers to itself and to direct the Managing Director not to exercise a power in specified cases or circumstances, or beyond a specified extent, either at all or without prior notice to the Board.
Further, in exercising the authority granted to him by the Board, the Managing Director must report to the Board on various significant matters that are set out in the Reserved Powers document.