Under Incitec Pivot's constitution and Board Charter, the business of Incitec Pivot (Company) is managed by, or under the direction of, the Company's directors.
Pursuant to the Board Charter, the Board has reserved, amongst other things, the following matters for its decision:
In accordance with the constitution, the Board has also conferred on the MD & CEO, all powers of the directors (including the power to delegate) with respect to the management of the business and affairs of the Company on the terms of, and subject to, restrictions set out in Board Delegations.
Notwithstanding the MD & CEO having the power to delegate, he or she remains accountable to the Board for the powers as delegated to him or her by the Board.
The MD & CEO must exercise the powers delegated in conformity with the duties imposed on directors by the Corporations Act and the constitution. These powers are conferred along with, and are not to the exclusion of, the powers of the directors."