CORPORATE GOVERNANCE
STATEMENT

Return to Corporate Governance Statement

FINANCIAL STATEMENTS &
NOTES TO THE FINANCIAL
STATEMENTS

Remuneration

The overall role of the REM Committee is to ensure that Company remuneration policies and practices are consistent with the Company’s goals and objectives. Written detailed terms of reference have been completed.

Directors’ and executives’ remuneration is presented in the Directors’ Report and in note 4 to the financial statements.

Independent professional advice

When Board members require advice, it is sought as advice for the full Board and each member has unrestricted access to that advice and may suggest issues on which such advice should be sought.

However, if an individual Director requires separate advice then, with the prior approval of the Chairman, which must not be unreasonably withheld, that Director may seek that advice at the Company’s expense.

Performance assessment

The Board reviews Key Performance Indicators (KPIs) for the Managing Director and the Management Team set on an annual basis. These annual KPIs are mutually agreed by the employee and his/her supervisor. The KPIs reflect the employee’s ability to add value to the entity by ensuring productive gains such as increasing efficiencies, reduction in costs and increased profitability by maximising sales volumes and margins on sale revenues. Variable and long term incentives will only be paid if set objectives are achieved.

A Board evaluation process is undertaken by the Directors to define the areas in which the Board excels and, of equal importance, those areas which need focused attention for improvement. Non-Executive Directors do not receive any performance incentive payments.

External auditor

The appointment of the external auditor, the audit fee, and any questions of resignation or dismissal are considered first by the FAC Committee. The FAC Committee then conveys its recommendation to the full board. Our current external auditor, Deloitte, was first appointed in late 1999. It is Deloitte policy to rotate audit engagement partners on listed companies at least every five years. In practice, however, our audit engagement partner was changed for the 2001 and again for the 2004 financial year audit.  

Ethical standards  

All directors, managers and staff are expected to act with the utmost integrity and objectivity, in their dealings with each other, competitors, suppliers, customers and the community, striving at all times to enhance the reputation and performance of the business. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.

The requirement to comply with these ethical standards is taken as a matter of course and is emphasised to all employees.

Continuous disclosure and shareholder communication

The Company has a written continuous disclosure policy.

The Company Secretary is responsible for communications with the Australian Stock Exchange (ASX), including compliance with the ASX continuous disclosure requirements. These responsibilities are specified in the Company Secretary’s written position description. The charter of the Finance, Audit and Compliance Committee also specifically includes the review of compliance with ASX and legal requirements.

Through regular shareholder communications such as the Annual Report, Quarterly Reports, and periodic Stock Exchange Reports, the Board informs shareholders of significant developments affecting the Company. All company announcements are immediately posted on the company website. Shareholders are explicitly encouraged to attend general meetings in notices of meeting.

Dealing in shares

The Company has a formal share dealing policy for all employees. This policy reinforces the restrictions in the Corporations Act 2001 with respect to inside trading and use of price sensitive information.

Under the terms of the policy applicable to company staff, AML securities may only be sold or purchased outside the restricted period. The restricted period occurs during the following times:

• Two weeks prior to a Board Meeting.
• One month prior to the release of the half yearly results or the annual results.
• One week prior to the release of the quarterly reports.

If a special need arises for employees to deal outside the window period they are required to contact the Company Secretary prior to entering into the transaction so that Management can determine whether the dealing would be prohibited under the Corporations Law.