GOVERN
ANCE
Accountable
Corporate
Decisions
Holding makes corporate decisions through its own board. The governance framework connects each decision to the right company, the authority to act and a record of what was decided.
Decisions at Holding Level
The reserved-matters framework places the following subjects with Holding's board:
Standards of Conduct
Act honestly and keep accurate records
Disclose conflicts before taking part in a decision
Keep approval separate from the work being approved
Use confidential information only for authorised purposes
Protect people who raise concerns in good faith
Decision and Administration
The board decides; an authorised signatory executes within the authority given. Delegation defines the company, task, limits and duration. Where a conflict arises, the framework requires disclosure and a non-conflicted decision route. No one approves their own work on the same matter.
A Clear Decision Route
A decision should be understandable to someone who was not in the room. The record identifies the authority used, relevant conflicts, the decision and responsibility for carrying it out. Three questions guide that record:
- 01Which company and capacity does this matter concern?
- 02Which board decision or delegated authority permits the act?
- 03Where are the decision and execution recorded?
Continuity of Authority
The continuity plan provides for signing and delegation arrangements to be prepared in advance. A formal declaration of unavailability can activate only authority already appointed under that plan. Absence does not create new powers or move a reserved board decision to someone else.
"The Founder Office provides strategic and architectural direction. It is not an organ of Holding and does not replace its board. Holding and each subsidiary give decisions legal effect through their own corporate authority, with the board retaining the matters reserved to it."
49G HOLDING LTD · Governance