The directors are responsible for the corporate governance practices of the company. This statement sets out the main corporate governance practices that were in operation throughout the financial year, except where otherwise indicated.
ASX Corporate Governance Principles and Recommendations
The Australian Securities Exchange (ASX) Listing Rules require listed companies to include in their annual report a statement disclosing the extent to which they have followed the best practice recommendations issued by the ASX Corporate Governance Council. Listed companies must identify the recommendations which have not been followed and provide reasons for the company’s decision.
As detailed in this Corporate Governance Statement, the company considers its governance practices comply with all but one of the ASX Corporate Governance Council – Corporate Governance Principles and Recommendations. The recommendations suggest that the company should establish a nomination committee, however the company believes that the full board itself, rather than a committee, can adequately perform this task.
Directors and Board
The Board comprises seven directors, six of whom are independent non-executive directors and one executive director. Details of the skills, experience, relevant expertise and terms of office of the directors are set out here. The Board carries out its responsibilities according to the following mandate:
- At least two-thirds of the Board should be made up of independent non-executive directors;
- The chairman of the Board should be an independent non-executive director;
- The directors should possess a broad range of skills, qualifications and experience;
- The Board should meet on a monthly basis; and
- All available information in connection with items to be discussed at a meeting of the Board shall be provided to each director prior to that meeting.
The company recognises that independent directors are important in providing assurance to shareholders that the Board is properly fulfilling its responsibilities. The company considers all relevant circumstances in determining whether a director is independent, including the following:
- Company shares owned directly or indirectly by the director;
- Employment by the company (or associates) of the director (or a family member) either currently or in the past;
- Business relationships between the company (or associates) and the director, a family member or business entity associated with them or with service providers in whom the director has an interest;
- Any material contractual relationship with the company or its associates other than as a director; and
- Any other interest or relationship which could interfere with the director’s ability to act in the best interests of the company.
A table of discretions has been adopted by the Board which discloses the functions that are reserved to the Board and those that are delegated to particular management of the company.
The primary responsibilities of the Board include:
- The approval of the annual and half-year financial reports;
- The establishment of the long-term goals of the company and strategic plans to achieve those goals;
- The review and adoption of annual budgets for the financial performance of the company and the monitoring of those results on a monthly basis;
- Ensuring that the company has implemented adequate systems of internal controls together with appropriate monitoring of compliance activities; and
- Appointing, evaluating, supporting and directing the managing director.