Corporate Governance

Our Corporate Governance

The Board and Management of MRDC are dedicated to upholding the highest standards of corporate governance, ensuring accountability, transparency, and responsible management in all our operations. MRDC is governed in accordance with its constitution and the Companies Act together with the various policies which are approved by the Board from time to time. The following laws and policies provide the overall governance framework for the MRDC group of companies.

Regulatory Acts and Compliance

Board Charters and Constitutions

Code of Conduct for Directors and Employees

Investment Policy, Rules, and Development Guidelines

Trust Deeds

Human Resources & Administration Policy

Board Charters and Constitutions

Dividend Policy

The Board Committees

The functions or work of the Board is supported by three sub-committees who provide strategic guidance for the Company as well as the wholly owned subsidiaries within the Group.

Remuneration & Appointments Committee (RAC)

This subcommittee of the Board deals with all Human Resources matters.

The RAC is responsible for setting and reviewing remuneration/benefit packages for directors and the management. The Remuneration & Appointments Commitee’s deliberations are guided by the Human Resource and Administration Policy 2013 which provides for, among others various levels of Financial Authority for the Management, employee entitlements and obligations and the oversight of staff performance and discipline. The RAC is also responsible for the application and administration of the Directors & Employees’ Code of Conduct.

The RAC Members are;

William Searson (Chairman – Non Executive Member)
Simon Tosali (Non Executive Member)
Harry Kore (Non Executive Member)
Augustine Mano (Executive Member)

Investment Advisory Committee (IAC)

The Investment Advisory Committee’s primary responsibility is to review all investment proposals and investment performances and makes independent recommendation to the Board. The IAC also has an important role prescribed by the respective Trust Deeds for the subsidiaries that are corporate trustees of the oil and gas trusts.

The IAC also acts as an independent committee for the subsidiary Boards pertaining to investments proposals under consideration by the respective boards. The Investment Policy and Guidelines provides the framework within which decisions that are made. Each of the oil and gas subsidiaries under MRDC have their own Investment Rules and Development Rules prescribed in the respective Trust Deeds.

When an Investment proposal is brought to one of the Boards by a director or the Management, the boards would then task the Management to carry out due diligence on the proposal. Part of the due diligence exercise includes vetting by the IAC. Investment decisions are made by each respective Board and are not imposed by the Board or the Management of MRDC.

The IAC committee members are;

Simon Tosali (Chairman – Non Executive Member)
Harry Kore (Non Executive Member)
Dairi Vele (Non Executive Member)
Augustine Mano (Executive Member)

Board Audit & Risk Committee (BARC)

This is the third subcommittee of the MRDC Board which also acts as an independent audit & risk committee for the subsidiary Boards of MRDC Group. The BARC is responsible for ensuring that the Management maintains an accurate and up to date account of the Group. It reviews the draft audited accounts and auditor’s report and makes appropriate recommendations to the MRDC board as well as the Board of the subsidiary companies. It also ensures that Management implements the audit plans and takes corrective measures to ensure the Accounts are correctly reported and financial risks are mitigated. The BARC members are:

Harry Kore (Chairman – Non Executive Member)
William Searson (Non Executive Member)
Joseph Kup (Non Executive Member)
Augustine Mano (Executive Member)

The Company Constitution Regulates

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Operations of the Company

Board and Shareholder's Meetings

Dealing in the company's shares

Directors' Duties

Recording and Reporting of the Accounts

Annual Report

Dividends and distributions

Directors' Duties

Related Information

Our History

Our Board

Our Leadership

Our Purpose, Vision & Mission

MRDC's success hinges on a strong culture

We strive to fulfill our mission of creating wealth for Papua New Guineans, particularly our beneficiaries. This ambitious goal demands a united and high-performing workforce that embodies the MRDC RAITE Values, fostering the right culture for our journey.

Click to explore our impact over the past 50 years in Papua New Guinea