The following statement outlines the principal corporate governance practices and procedures that were in place throughout the financial year and the extent to which they depart from the third edition of best practice recommendations of the ASX Corporate Governance Council released March 2014.
Download our Corporate Governance Statement here
- Value Statements
- Roles of the Board
- Structure of the Board
- Remuneration of the Board
- Audit sub-committee
The Board of Directors is responsible for the Corporate Governance practices of the Company including the direction and oversight of the Company’s business on behalf of the shareholders. Responsibility for the formulation of strategy and management of day-to-day operations and administration is delegated by the Board of Directors to the CEO.
Policy and other functions of the Board of Directors include:
approving goals, strategy, and plans for the Company’s direction formulated by management and monitoring their implementation;
ensuring appropriate resources are available to undertake those strategies;
the appointment and supervision of the Chief Executive Officer and secretary of the Company and ensuring that they are appropriately qualified and experienced to discharge their respective responsibilities;
receiving and approving management recommendations such as for capital expenditure and monitoring the Company’s financial performance and results on a monthly basis;
ensuring appropriate management control and accountability systems are in place and monitoring the corporate conduct of the Company’s Officers;
identifying areas of significant business risk and the management of those risks;
reviewing published reports and stock exchange announcements to ensure their accuracy and compliance with statutory requirements;
ensuring compliance with the continuous disclosure requirements of the ASX Listing Rules and the Corporations Act;
meeting statutory, regulatory and other reporting requirements of the Corporations Act and the ASX Listing Rules; and
the establishment and maintenance of appropriate ethical standards for the Company, its Directors and Executives.
The Board of Directors meets monthly where Directors receive comprehensive Board papers which include a report from each senior manager, as well as sales reports and management accounts. At meetings of the Board, the Directors deal with the various policy and Corporate Governance matters set out above.
The Company recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity. All Directors and employees are expected to act in accordance with the law and with the highest standards of propriety.
Separate sub-committees of the Board have been formed. These comprise an audit sub-committee and a remuneration and nomination sub-committee. The composition and delegated functions of these sub-committees are set out on the remuneration and audit tabs at the top of this page.
- the Chairman should be an independent Director; and
- the roles of the Chairman and Chief Executive should not be exercised by the same individual;
The Directors’ terms of appointment are governed by the Constitution and one-third of the Directors and any Directors who have held office for three years or more (excluding the Managing Director) must retire at each annual general meeting of members.
Each Director has the right to seek independent professional advice at the Company’s cost, subject to the prior approval of the Chairman, which may not be unreasonably withheld, and the other Directors being given a copy of such advice.
On an annual basis, the committee reviews the remuneration and performance of the companies senior executives and makes recommendations on remuneration packages for Directors and senior executives and terms of employment generally.
This committee also reviews the composition of the Board of Directors to ensure that it comprises an appropriate mix of skills and experience. When a vacancy exists on the Board of Directors, or where it is considered that a Director with particular skills or experience is required, the committee selects a panel of candidates with the appropriate expertise and experience from which the most suitable candidate is identified on merit.
Ultimately, an appropriate recommendation is made to the shareholders to approve any changes to the composition of the Board of Directors.
- the annual and half-year financial reports prior to their approval by the Board of Directors;
- the adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit and the independence of the external auditor;
- all areas of significant financial risk and the arrangements in place to contain those risks to acceptable levels;
- any management letter sent by the external auditor to the Company;
- the effectiveness of management information or other systems of internal control;
- the financial statements of the Company with both management and external Auditors; and
- monitoring of compliance with the requirements of the Corporations Act, ASX Listing Rules, Australian Taxation Office, and financial institutions.
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