Corporate Governance Practices
This statement provides an outline of the main corporate governance
policies and practices that the Company had in place during the
fi nancial year.
The Board places considerable importance on high standards of ethical
behaviour, governance and accountability. The Board is committed
to ensuring its corporate governance policies adhere, as much as is
practicable, to the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations.
The Board has recognised the need for the continual development of
the Company’s corporate governance policies and practices, particularly
in view of the Corporate Governance Principles and Recommendations
(Second Edition Corporate Guidelines) released in August 2007.
Roles and Responsibilities of the Board
The Board of Directors is accountable to shareholders for the proper and
prudent investment and preservation of shareholder funds.
The Board is responsible for:
- overseeing the Company, including its control and accountability
systems;
- providing leadership of the Company within a framework of
prudent and effective controls which enable risks to be assessed
and managed;
- providing input into and fi nal approval of management’s development
of corporate strategy and performance objectives;
- reviewing, ratifying and monitoring systems of risk management
and internal control, codes of conduct and legal compliance;
- setting the Company’s direction, strategies and fi nancial
objectives;
- ensuring compliance with regulatory and ethical standards;
- approving and monitoring the progress of major capital expenditure,
capital management and acquisitions and divestitures;
- approving and monitoring fi nancial and other reporting;
- appointing, terminating and reviewing the performance of the
Managing Director;
- ratifying the appointment and the termination of senior
executives;
- monitoring senior executives’ performance and implementation of
strategy; and
- ensuring appropriate resources are available to senior executives.
Responsibility for the day-to-day management of the Company is
delegated to the Managing Director and the senior executives. |
In carrying out its duties the Board meets formally at least nine times
per year. Additional meetings are held to address specifi c issues or are
held as the need arises. Directors also participate in meetings of various
Board committees. In the fi nancial year ending 30 June 2011, the Board
met 26 times and there were 4 Committee meetings.
Composition of the Board
The Board may, in accordance with the Company’s constitution, be
comprised of a minimum of three and a maximum of ten Directors.
The roles of the Non-Executive Chairman and the Managing
Director / Chief Executive Offi cer are exercised by different individuals.
During the 2011 fi nancial year there were fi ve Directors (Peter Alexander
was appointed on 22 February 2011). Details of the Directors who held
offi ce during the 2011 fi nancial year, including their qualifi cations,
experience and the period for which each Director has held offi ce are
set out on page 59 of this Report.
At each Annual General Meeting of the Company, one third of the
Directors (or the number nearest one-third) must retire from offi ce. In
addition any other Director who has held offi ce (without re-election)
for 3 years or more must also retire from offi ce. The Directors to retire
at any Annual General Meeting must be those who have been in offi ce
the longest since their last election. The retirement of Directors who
were elected on the same day, must be determined by lot (unless they
agree otherwise between themselves). A retiring Director is eligible for
re-election.
A Director appointed to fi ll a casual vacancy or as an addition to the
existing Directors will hold offi ce until the next Annual General Meeting
at which he or she may be re-elected.
The Managing Director is not subject to retirement by rotation and
along with any Director appointed as an additional or casual Director,
is not to be taken into account in determining the number of Directors
required to retire by rotation.
Director Independence
The Board considers that independence from management and
non-alignment with other interests or relationships with the Company
is essential for impartial decision making and effective governance.
Directors are deemed to be independent if they are independent of
management and have no material business or other relationship with
the Company that could materially impede their objectivity or the
exercise of independent judgement or materially infl uence their ability
to act in the best interests of the Company.
For the 2011 fi nancial year, four of the Company’s fi ve Directors
(including the Non-Executive Chairman) were considered by the Board |
