Remuneration Policies

Non-executive directors’ fees are paid within an aggregate limit, which is approved by the shareholders from time to time. Each non-executive director is paid fees of $65,000 per annum plus superannuation, and the Chairman receives $100,000 per annum plus superannuation. An additional $5,000 is payable if the non-executive director is a chair of any Board committee.

Non-Executive Directors serve in accordance with a standard letter of appointment drafted by the Company’s lawyers, which sets out remuneration arrangements. Retirement payments are determined as set out within the Company’s Remuneration Report contained with the Financial Statements each year. Non-executive directors are entitled to participate in ASG’s long-term incentive scheme on shareholder approval.

The Remuneration Committee is responsible for determining the remuneration policies for the group, including those affecting the executive directors and the senior executives. The committee may seek appropriate external advice to assist its decision-making.

Remuneration policies and practices are directed at attracting and retaining a motivated workforce and management team. Key principles in setting remuneration include shareholder value, market competitiveness and internal equity.

Senior executives, including Executive Directors, are engaged under the terms of individual employment contracts. Such contracts are based upon standard terms drafted by the Company’s lawyers. Executive Directors do not receive any directors’ fees in addition to their employment salary and remuneration arrangements.

The monetary package is divided between a base salary and an incentive portion. Base salary is set to reflect the market salary for a position and individual of comparable responsibility and experience. Base salary is regularly compared with the external market by participation in industry salary surveys and during recruitment activities generally. It is the policy of the Company to maintain a competitive salary structure to ensure continued availability of experienced and effective management and staff.

The incentive portion is payable based upon attainment of objectives related to the executive’s job responsibilities. The objectives vary, but all are targeted to relate directly to the Company’s business and financial performance and thus to shareholder value.

All employees including Executive Directors and Senior Executives are eligible to participate in the ASG Group Limited Employee Option Plan (the “Plan”). Actual participation is dependent upon the discretion of the Board Remuneration and Nomination Committee exercising the powers of the Plan Committee under the terms of the approved Plan. The Committee exercises its discretion to apply vesting and hurdle conditions which are intended to ensure that rewards are available only to employees who contribute to the Company over the medium to long term and that the benefits flowing from the Plan are aligned to value achieved by shareholders.

As part of ASG’s commitment to safeguarding integrity in financial reporting, procedures have been put in place to ensure the independence and effectiveness of the external auditor. This applies particularly 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. The external auditor regularly meets with members of the Audit Committee. The Audit Committee intends, for each financial reporting period, to have the external auditor meet at least twice per annum with the Audit Committee without management being present.

The external auditor will also be provided with the opportunity, at their request, to meet with the Board of directors without management being present.

The external auditors were appointed on 1st June 2003. The lead external audit engagement partner was appointed as the audit partner when the Company was listed on ASX on 1st July 2003 and was rotated off the engagement prior to the commencement of the 2008 financial year; the lead external audit engagement partner was then rotated back on prior to the commencement of the 2010 financial year. The external auditors attend, and are available to answer questions at, the Company’s annual general meetings.

ASG has developed policies and procedures to identify, manage and monitor business risks and has ensured that its management and reporting systems contain risk management controls. These include:

  • A formal planning process of preparing and annually reviewing strategic plans for all parts of the group
  • Annual budgeting and monthly reporting systems for all businesses, to enable progress to be evaluated against performance targets, and trends to be identified
  • Guidelines and limits for capital expenditure and investment approval
  • Due diligence procedures for acquisitions and divestments
  • Policies and procedures to manage financial risk, including treasury operations such as exposure to movements in interest rates
  • A comprehensive insurance programme including external risk management surveys;
  • A regulatory compliance programme supported by approved guidelines and standards covering such key areas as disclosure, legal and insurance
  • Directors’ financial due diligence questionnaires
  • Risk Assessment and management systems for all the activities in the group

Management is responsible to the Board for ASG’s system of internal control and risk management. The Audit Committee assists the Board in monitoring this role

The Constitution of the Company permits directors and officers to acquire shares in the Company.

In accordance with the provisions of the Corporations Act and the Listing Rules of the Australian Securities Exchange Limited, directors must advise the Company and the ASX of any transactions they conducted in securities in the Company.

The ASG Share Trading Policy prohibits the buying or selling of Company securities at any time by any director, officer, executive, contractor, consultant or employee (“Insiders”) who possesses price-sensitive information about the company that is not available to investors and the stock market generally.

This prohibition applies regardless of how the person learns of the information. This policy is intended to enhance investor confidence and help to minimise the suspicion of trading by company directors, executive managers or employees who may be in possession of price sensitive information which has not been publicly released.

Individuals who have price-sensitive information not generally available to investors and the stock market:

  • Must not trade in any securities of the Company
  • Must not engage any other person or entity to trade in the Company’s securities
  • Must not allow the price-sensitive information to be disclosed to another person who may use the information for improper trading purposes
  • Must not communicate inside information to any other individual who works within the ASG Group except on a “need to know” basis

If an individual liaises with stock brokers, industry analysts or business journalists and the like regarding the business activities of ASG, they must not disclose to them any inside information about ASG, or confirm any analysis, confirmation of which would constitute price-sensitive and non-public information.

ASG Key Management Personnel may not deal in ASG securities unless they have first sought and obtained written approval from the Chairman. Unless otherwise approved by the Chairman in exceptional circumstances, ASG Key Management Personnel are prohibited from dealing in ASG securities during the following periods (Blackout periods):

  • 2 weeks prior to the release to the ASX and ending 48 hours after such release of:
  • Any ASG quarterly reports
  • ASG half year results
  • ASG year end results
  • The ASG Annual General Meeting and ending 24 hours after the Annual General Meeting
  • Any other blackout period that the Board declares from time to time when it is considering matters which are subject to the exceptions to the continuous disclosure requirements set out in Listing Rule 3.1A

The Corporations Act and the Listing Rules require that material price sensitive information be released to the market immediately it becomes known, unless it falls within an exception to the rule.

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.

A detailed Disclosure Procedure exists to maintain the market integrity of the Company’s shares listed on the Australian Securities 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 assign management accountability for 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 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.

ASG recognises its duty to inform shareholders of matters that may affect their investment in the company. ASG will be open and transparent to all stakeholders, providing information in a timely, easily understandable and balanced way as follows:

  • Compliance to the ASX Listing Rules on disclosure
  • Prompt appearance on the ASG Website of annual reports, market announcements, major press releases and the terms of reference of the Board Committees
  • At the AGM, shareholders are encouraged to ask questions of Board members or of the external auditor
  • Notices & explanatory memoranda of AGMs and Letters of interest from the Chief Executive Officer are available to all stakeholders
  • Special notices are forwarded to shareholders whenever there are major developments to report

In addition, shareholders are encouraged to make their views known or to seek clarification on information available in the public arena by contacting the Company Secretary.

ASG has established and documented the standards of ethical behaviour expected of its directors, management, employees and contractors. The Code of Ethics is a practical set of principles giving direction and reflecting an open and ethical approach to business conduct. The Code supports the company’s long-term goals, as adherence will demonstrate integrity and will create loyalty and trust in employees, clients, the community and other stakeholders.

The Code aims to ensure that ASG, through its officers, employees and agents, acts with high standards of honesty, integrity, fairness and equity. ASG Staff will not knowingly participate in any illegal or unethical activity. They will not enter into any arrangement or participate in any activity that would conflict with the interests of ASG or prejudice the performance of their duties to the Company. The Board and management of the Company will actively promote compliance with all relevant laws and regulations, together with the Code.

ASG has a Diversity Policy which sets our commitment, key principles and diversity initiatives for the company. Our policy encourages the development of diversity across all teams and levels of our operations.

ASG employs a broad mix of individuals reflecting our philosophy of hiring the best candidate for all positions, at all levels irrespective of gender, age, disability, cultural background, religious beliefs or sexual orientation.

The objective of the policy is for ASG to embrace the diversity of skills, ideas and experiences of each individual and develop a diverse workforce that:

  • Continually improve business performance
  • Encourages innovation and excellence across our business
  • Attracts, engages and retains other diverse talent
  • Increases shareholder value, and
  • Delivers the quality outcomes our customers expect

ASG is committed to embedding a corporate culture that embraces diversity through;

  • Recruitment on the basis of competence and performance and selection of candidates from a diverse pool of qualified candidates
  • Maintaining selection criteria that do not indirectly disadvantage people from certain groups
  • Providing equal employment opportunities through performance and flexible working practices
  • Maintaining a safe working environment and supportive culture by taking action against inappropriate workplace and business behaviour that is deemed as unlawful (discrimination, harassment, bullying, vilification and victimization)
  • Promoting diversity across all levels of the business
  • Undertaking diversity initiatives and measuring their success
  • Regularly surveying our employees to gain their feedback

The Board sets measurable objectives for achieving gender diversity. The Board then assesses these objectives and the progress made towards their achievement each year.

In 2011 the Board set the following measurable objectives and our results as at 30 June 2013 are below.

diagram-diversity-policy

Diverse Teams was listed as an area of focus in the FY12 Annual Report. ASG maintains an objective around Diverse Teams through increasing attraction and retention from culturally diverse backgrounds. This is a statement of intent as currently cultural diversity is not a measurable objective.

ASG recognises the need to create and maintain high environmental, social and ethical standards. Sustainable long-term shareholder growth can be delivered only with strong corporate responsibility in every aspect of business operations.

ASG’s Social Responsibility Charter outlines what stakeholders can expect of ASG; fair dealing and responsible treatment for clients, staff and the community at large, with the objective of promoting positive outcomes for all parties while maximising economic value.