Board & Governance

The Board of Directors of ASG Group is committed to maintaining and promoting the principles of good corporate governance. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

Each year the Board reviews and confirms all charters, codes and policies. A summary is presented in this Corporate Governance Statement. The relevant documents may be reviewed on the Company website.

This Statement reflects our Corporate Governance policies and initiatives as at 17 August 2015, and was approved by the Board of Directors on that date.

The Company complies with the third edition of the ASX Corporate Governance Council Recommendations, with such adjustments as the Board believes are appropriate for the particular circumstances of the Company. Consistent with these policies, a summary of the corporate governance policies and practices adopted by ASG Group is set out below along with any areas of non-compliance noted.

The role of the Board is to oversee and guide the management of ASG Group to protect and enhance the rights and interests of its shareholders, and to take into account the interests of other stakeholders including clients, employees, suppliers and the community as a whole. The Board sets the strategic direction of the Company, determines management objectives and targets, and monitors business performance in pursuit of the objectives. The Chief Executive Officer/Managing Director is responsible to the Board for day to day management of the Company.

The Board Charter describes the relationship between the Board and management, and defines their functions and responsibilities.

Membership of the Board is guided by the following principles:

  • The number of directors will be maintained at a level which will enable effective spreading of workload and efficient decision making.
  • The Chairman of the Board shall be an independent non-executive director and may not have served as an executive officer of the Company.
  • A majority of the Board should be independent non-executive directors. And;
  • The Board should comprise directors with a broad range of expertise, skills and experience from a diverse range of backgrounds and the same individual may not hold the roles of Chairman and Chief Executive Officer.

diagram-board-composition

Directors are expected to bring independent views and judgement to the Board’s deliberations. The Board comprises a majority of non-executive independent directors, a non-executive independent Chairman and different persons filling the roles of Chairman and Chief Executive Officer.

The Board assesses the independence of each director according to the independence criteria in ASX Corporate Governance Principle 2 and to relevant laws, regulations and listing rules. Directors facilitate this review by providing up-to-date information regarding their personal circumstances related to the company, their external relationships and any potential conflicts of interest. The independence of new directors is assessed upon appointment.

The Chairman, Mr Ian Campbell, meets the independence criteria, given that he complies with all criteria set down for assessment of independence.

Mr Grant Pestell and Mr Stephen Johnston are independent directors in accordance with the independence criteria, given that each of these directors complies with all criteria set down for assessment of independence

Mr Grant Pestell is a Partner of the legal firm Murcia Pestell Hillard (MPH). The Company engages the services of MPH from to time however the quantum of the fees associated with the services are not considered material to both the Company and MPH. As such, the provision of services by MPH are not considered to interfere, or might reasonably be seen to interfere with Mr Pestell’s capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally.

Mr Geoffrey Lewis, the Managing Director, is considered not to be independent.

The full Board conducts at least ten meetings per annum, plus special purpose meetings on strategy, budget review and approval, review and adoption of reports, or other matters that require more time than a scheduled Board meeting normally permits.

Managers are invited to formal Board meetings and special purpose meetings, as required.

The process for retirement by rotation and re-election of a director is set down in the Company’s constitution. If a retiring director nominates for re-election, the Board, through the Remuneration and Nomination Committee will assess the performance of that director in their absence, and determine whether the Board will recommend a shareholder vote in favour of the re-election, or otherwise.

Details of each director standing for re-election, including their biographical details, relevant qualifications, experience and the skills, and other material directorships they bring to the Board are provided to shareholders to assess prior to voting on their re-election.

For new appointments, the Board, through the Remuneration and Nomination Committee identifies candidates with the appropriate expertise and experience, having regard to the weighted list of required directors’ competencies as maintained by the Company. The Board will appoint the most suitable candidate, but the shareholders at the next annual general meeting of the Company must ratify the appointment. Shareholders are provided with all material information in the Notice of Annual General Meeting relevant to a decision on whether or not to elect of re-elect a director.

The Board will ensure appropriate checks are undertaken prior to making any new Board appointments. These will include checks as to the person’s character, experience, education, criminal record and bankruptcy history.

The key terms, conditions and requirements are set out in a standard letter of appointment as drafted by the Company’s lawyers. New directors will be provided with an induction program specifically tailored to the needs of individual appointees. The program includes meetings with major shareholders, one-on-one meetings with the members of the management team and visits to key sites.

Directors are also encouraged to participate in the company’s continual improvement program and are expected to highlight areas of activity that could potentially be improved.

All directors have unrestricted access to the Company Secretary, all employees of the group, and, subject to the law, access to all Company records and information held by group employees and external advisers. The Board receives regular detailed financial and operational reports from senior management to enable it to carry out its duties.

Each director may, with the prior written approval of the Chairman, obtain independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director or as a member of a Board Committee. The Company will reimburse the director for the reasonable expense of obtaining that advice.

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proposer functioning of the Board. The role of the Company Secretary includes:

  • Advising the Board and its Committees on governance matters;
  • Monitoring that Board and Committee policy and procedures are followed;
  • Coordinating, in unison with the Company, the timely completion and despatch of Board and Committee papers;
  • Ensuring that the business at Board and Committee meetings is accurately captured in the minutes; and
  • Helping to organise and facilitate the induction and professional development of directors.

The Board Charter contemplates that the Board will annually assess the performance of the Board as a whole, and the individual Directors, as well as the effectiveness of the Board Charter. Responsibility for the overall direction and management of the ASG Group, its corporate governance and the internal workings of the ASG Group rests with the Board notwithstanding the delegation of certain functions to the Chief Executive Officer and management generally (such delegation effected at all times in accordance with the ASG Group Constitution and its corporate governance policies).

An evaluation procedure in relation to the Board, individual Directors, Board Committees and Company executives is undertaken each year. The evaluation of the Board as a whole is facilitated through individual discussion with the Chairman with the results outcomes, discussed amongst the Board. The Board appointed a new Chairman subsequent to the Annual General Meeting in November 2014. The newly appointed Chairman, Mr Ian Campbell, did not undertake a review of the Board and individual directors up to 30 June 2015 given he had only held this position for approximately 7 months. A review of the Board and individual directors will be undertaken in the financial year ended 30 June 2016.

To ensure management, as well as Board effectiveness, the Board has direct responsibility for evaluating the performance of the Chief Executive Officer, while the completion of other senior executives’ performance appraisals are undertaken by the Chief Executive Officer and reported to the Remuneration and Nomination Committee. The review processes involves the discussion and evaluation of the executives against the KPIs both financial and non-financial set at the beginning of each year, competency assessments involving self-assessment and manager assessment of performance and training and career development plans. New KPI’s are established as a result of the assessment.