>> COMMITTEES OF THE BOARD

Two standing Board Committees have been established to assist the Board to discharge its responsibilities.Their respective Charters, as approved by the Board, govern the Remuneration Committee and the Audit Committee. They review matters on behalf of the Board and make recommendations for consideration by the entire Board.

Remuneration Committee

The Board maintains remuneration policies aimed at attracting and retaining a motivated workforce and management team. The intention is to align the reward system to the performance of the Company, and ultimately to the longterm value received by our shareholders.

The Committee’s purpose is:

  • To review, approve and monitor remuneration policies and practices;
  • To approve the remuneration package for the Chief Executive and all Executive Directors;
  • To make recommendations to the Board of Directors in relation to the remuneration of all directors;
  • To consult with the Chief Executive in setting remuneration packages of any direct reports of the Chief Executive who are not directors of the Company.

The current members of the Remuneration Committee are:

  • Ronald Baxter (Chairman)
  • John McConnell
  • Geoffrey Lewis

Audit Committee

The Audit Committee monitors internal control policies and procedures designed to safeguard Company assets and to maintain the integrity of financial reporting.

The primary role of the Committee is to assist the Board to discharge its responsibilities in relation to the Company’s corporate governance objectives by fulfilment of its responsibilities relating to accounting and legal compliance by:

  • Maintaining effective internal and supervisory control procedures.
  • Identifying and managing business risks.
  • Submitting and reviewing reports for Management, the Board and other external bodies.
  • Ensuring the independence and effectiveness of the external auditor and in particular related to the production of quarterly, half-yearly and annual reports to shareholders and to ASX.In addition, the Committee reviews the nomination and performance of the auditor.
  • Overseeing compliance with relevant laws and regulations and in particular the Corporations Act and the Listing Rules.
  • Ensuring the consistency and appropriateness of accounting policies and procedures and any amendments thereto.
  • Adhering to ethical standards, and in particular conflict of interest matters and related party transactions.

The current members of the audit Committee are:

  • Ronald Baxter (Chairman)
  • Stephen Johnston
  • John McConnell

The Audit Committee has direct access to management and meets periodically with the external auditors to assess and review internal controls and matters relating to corporate governance, the truthful and accurate reporting of the company’s financial position.

Other Board members and other persons considered appropriate, for instance the external auditor or senior executives, are invited to attend Audit Committee meetings as required.

All members of the Audit Committee are deemed to be independent.

Integrity of Financial Reporting

The Board has a primary responsibility to ensure that:

  • The Company presents and publishes accounts, which present a true and fair view of its results and financial position.
  • The accounting methods adopted are appropriate to the Company and consistently applied in accordance with relevant accounting standards and the applicable laws.
  • The appointment and performance of the external auditor is appropriately monitored to ensure independence and the serving of the interests of shareholders.

This requirement is addressed by:

  • The requirement that the Chief Executive Officer and the Chief Financial Officer each provide a written statement that the Company’s financial reports for each half year and full year present “a true and fair view, in all material respects, of the Company’s financial condition and operational results and that they are in accordance with the relevant accounting standards”
  • The activities of the Board Audit Committee acting in accordance with its Charter.

The continuous disclosure provisions of the Corporations Act and the listing rules require that material, price sensitive information is released to the market immediately after it becomes known, unless it falls within an exception to the rule. Penalties may be imposed upon the Company and its officers in the event of non-compliance.

The Board’s policy is to comply with the letter and spirit of the relevant laws and regulations and to ensure that shareholders, and the markets generally, are informed of all material developments that impact on the Company and that all disclosures made by the Company are clear, complete, objective and not misleading. There is a detailed Disclosure Procedure in place, which is intended to maintain the market integrity of the Company’s shares listed on the Australian Stock Exchange Limited (ASX). The Company has established written policies and procedures designed to manage the Company’s compliance with its continuous disclosure obligations and to attribute management accountability for that compliance.

The Chief Executive Officer has ultimate authority and responsibility for approving market disclosure, which in practice is exercised in consultation with the Company Secretary. All such releases, including relevant external briefing and presentation materials will be made available on the ASG website. The independent auditor reviews adherence to these procedures and findings are reported directly to the Board Audit Committee.