46 CORPORATE GOVERNANCE The key corporate governance principles of the Fairfax Group are set out below. This section contains summaries of the Fairfax  Board Charter, Nomination Committee Charter, Code of Conduct, Sustainability and Corporate Responsibility Committee  Charter, Audit and Risk Committee Charter, Charter of Audit Independence, policy on market disclosure and shareholder  communications, risk management policy, securities trading policy (including policy on hedging unvested securities issued  as part of remuneration) and the Diversity Policy and data. The People and Culture Committee Charter is summarised in the  Remuneration Report. The Board of Directors is responsible for the long-term growth and profitability of the Group. The Board has adopted a Board Charter which sets out the responsibilities of the Board and its structure and governance  requirements. Under the Board Charter, the responsibilities of the Board are to: Subject to the specific authorities reserved to the Board under the Board Charter, and to the authorities delegated to the  Board committees, the Board has delegated to the CEO responsibility for the management and operation of the Fairfax Group.  The CEO is responsible for the day-to-day operations, financial performance and administration of the Fairfax Group within  the powers authorised to him from time-to-time by the Board. The CEO may make further delegation within the delegations  specified by the Board and is accountable to the Board for the exercise of these delegated powers. BOARD OF DIRECTORS (a) set the strategic direction of the Fairfax Group (b) provide overall policy guidance and ensure that policies and procedures for corporate governance and risk management  are in place to ensure shareholder funds are prudently managed and that the Group complies with its regulatory obligations  and ethical standards (c) set and monitor performance against the financial objectives and performance targets for the Group (d) determine the terms of employment and review the performance of the Chief Executive Officer (CEO) (e) set and monitor the Group’s programs for succession planning and key executive development with the aim to ensure these  programs are effective (f) approve acquisitions and disposals of assets, businesses and expenditure above set monetary limits, and (g) approve the issue of securities and entry into material finance arrangements, including loans and debt issues. COMPLIANCE PAGES Principle 7: Recognise and manage risk 7.1 Companies should establish policies for the oversight and management of material business risks and  disclose a summary of those policies ü 50, 51 7.2 Board should require management to design and implement the risk management and internal control  system to manage the company’s material business risks and report to it on whether those risks are being  managed effectively. The Board should disclose that management has reported to it as to the effectiveness  of the Company’s management of its material business risks ü 50, 51 7.3 Board should disclose whether it has received assurance from the Chief Executive (or equivalent) that  the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound  system of risk management and internal control and that the system is operating effectively in all material  respects in relation to financial reporting risks ü 50, 51 7.4 Provide the information indicated in Guide to reporting on Principle 7 ü 50, 51 Principle 8: Remunerate fairly and responsibly 8.1 The Board should establish a remuneration committee ü 47 8.2 The remuneration committee should be structured so that it consists of a majority of independent directors,  is chaired by an independent director and has at least three members ü 47 8.3 Clearly distinguish the structure of Non-Executive Directors’ remuneration from that of executive Directors  and senior executives ü 31 –43 8.4 Provide the information indicated in Guide to reporting on Principle 8 ü 26, 32, 41, 52