Shareholder Info
Corporate Governance
Following the release in March 2003, of the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations, the Board has adopted the following corporate governance practices:
- Lay Solid Foundations for Management and Oversight - Principle 1
- Structure the Board to Add Value - Principle 2
- Promote Ethical & Responsible Decision Making - Principle 3
- Safeguard Integrity in Financial Reporting - Principle 4
- Make Timely & Balanced Disclosure - Principle 5
- Respect the Rights of Shareholders - Principle 6
- Recognise and Manage Risk - Principle 7
- Encourage Enhanced Performance - Principle 8
- Remunerate Fairly and Responsibly - Principle 9
- Recognise the Legitimate Interests of Stakeholders - Principle 10
1. Lay Solid Foundations for Management and Oversight
The Board working with senior management is responsible to shareholders for the overall corporate governance and business performance of the company.
This responsibility includes:
- determining and reviewing the company’s strategic direction and operational policies
- establishing goals for management and monitoring the achievement of these goals
- reviewing and approving the company’s annual budget
- ensuring management maintains a sound system of internal controls to safeguard the assets of the group.
- appointing, monitoring and rewarding the CEO
- approving all significant business transactions, including acquisitions, divestments, and capital expenditure
- monitoring internal compliance and control, business risk exposures and risk management systems
- approving and monitoring financial and other reporting in the form required by the Corporations Act 2001
- ensuring that a strategic balance is maintained between the responsibilities of the board, the CEO and CFO.
2. Structure the Board to Add Value
All non-executive directors and the chairman are to be independent directors having no business or other relationship that could compromise their autonomy. They have no other interest or relationship that could interfere in their ability to act in the best interests of the company and independently of management. The board is balanced in its composition
Non executive directors are subject to re-election by rotation every three years. There are presently no maximum terms for non-executive director appointments. Newly appointed directors must seek election at the first general meeting of shareholders following their appointment
The company’s chairman and CEO have separate roles. The chairman is responsible for leading the board in the discharge of its duties.
To assist in the effective execution of its responsibilities the board has established an Audit and Remuneration committee.
- Audit Committee charter is set out in principle 4
- Remuneration Committee charter is set out in principle 9
Board Meetings
Meetings are usually held a minimum of seven times per year and if required, ad hoc board meetings are convened to address issues when it is not practical to organize a full board meeting.
Nominations Committee
Because of the size of Wridgways Australia Limited board (ie: three non- executive directors and 2 executive directors), a nominations committee is not deemed to be necessary. The board will review and discuss the appointment of new directors.
Access to Information
New directors are provided with an orientation and are encouraged to visit the company operations to assist them in developing an understanding of Wridgways Australia Limited’s businesses and key drivers.
Directors may obtain independent professional advice at the company’s expense, subject to prior consolation with the Chairman, on matters arising in the course of their board and committee duties. Directors also have access to senior company managers and company documents at all times.
The board is provided with complete and adequate information prior to board meetings and on an on-going basis. Board papers are generally sent to the directors three working days in advance. They may include financial management reports, annual budgets and performances against budget, announcements of results, matters requiring the board’s decision, updates on key outstanding issues and disclosure documents.
The Company Secretary attends all Board meetings and is responsible to ensure proper board procedures are observed. He is also responsible to ensure that the company complies with the requirements of the Companies Act, Listing Rules and other applicable regulations.
3. Promote Ethical and Responsible Decision Making
It is the policy of Wridgways Australia Limited to conduct business according to the highest standards of honesty, integrity, respect and fairness when dealing with its customers and employees. Employees are also required to meet these high standards.
The company takes seriously its obligations to comply with all federal, state and local government laws and regulations, as well as common law obligations, and again requires all employees to do the same.
Directors’ Code of Conduct
A director must act honestly, in good faith and in the best interests of the Company as a whole
A director has a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office
A director must use the powers of the office as a proper purpose, in the best interests of the company as a whole
A director must recognize the primary responsibility is to the Company shareholders but should, where appropriate, have regard for the interests of all stakeholders in the Company
A director must not make improper use of information acquired as a director
A director must not take improper advantage of the position as director
A director must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company
A Director has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of directors
Confidential information received by a director in the course of the exercise of directorial duties remain the property of the Company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorized by the Company, or the person from whom the information is provided, or is required by law
A director should not engage in conduct likely to bring discredit on the Company
A director has an obligation, at all times, to comply with the spirit, as well as the latter, of the law and with the principles of this Code
To ensure probity, a director has an obligation to declare any vested interest in any matter discussed at the Board meeting and to remain separate from and independent of the process
Share Trading Guidance Note
Directors and employees of the company are subject to the Corporations Act 2001 (Cth), which prohibits buying, selling or subscribing for shares in the Company if they are in possession of inside information. Inside information is that information which is not generally available and a reasonable person would expect it to have a material effect on the price or value of the shares in the Company.
It is the obligation of the directors and employees to ensure they comply with the Corporations Act 2001 (Cth)
The Company provides this Guidance Note for directors to assist them in complying with the Corporation Act 2001 (Cth) when making a buy or sell decision.
Directors can engage in buying or selling of the company’s shares in the six week period after a major announcement by the company. This will usually ensure that the market is fully informed and minimize any risk of breach of the law. The CEO will advise Company employees when a major announcement has been made to the market.
Any director buying or selling shares in Wridgways Australia Limited is also required to advise the Chairman at the time of such transactions
4. Safeguard Integrity in Financial Reporting
Wridgways Australia Limited’s CEO and CFO report in writing to the directors, the Audit Committee and the Auditors that the financial statements of Wridgways Australia Limited for the full financial year present a true and fair view, in all material respects, of the company’s financial condition and operational results are in accordance with Australian Accounting Standards, applicable approved accounting standards and the appropriate disclosure of all information required by statute.
The board established an Audit Committee in 1999. The membership of the committee consists of the three independent non-executive directors and the CFO. The CEO and the Statutory Auditor are invited to attend meetings. The committee meets two times each year to review half year and full year financial results.
The principle functions and objectives of the Audit Committee are to assist the board in the discharge of its responsibilities in respect of the preparation of the company’s financial statements and the company’s internal financial controls, recommend to the board nominees for appointment as external auditors, review the scope of the audit, the level of audit fees and the performance of the external auditors, provide a line of communication between the board and the external auditors and examine the external auditor’s evaluation of internal controls and management’s response.
The external auditor is permitted to provide non-audit services that are not perceived to be in conflict with auditor independence, including tax advice services. The board has the right to request the auditor to carry out a specific assignment, if the board determines that it would be in the best interests of the shareholders and the company.
5. Make Timely and Balanced Disclosure
The company is listed on the ASX and must comply with listing rule 3.1- Continuous Disclosure and the Corporations Act 2001 (Cth).
The company conveys to its shareholders and the public relevant information in a detailed and timely manner. The board’s policy is that shareholders are informed of all major developments that impact on the company. There is a continuous disclosure policy in place, which is intended to maintain the market integrity and efficiency of the company’s shares listed on the ASX. The disclosure policy is maintained through the board continually monitoring and identifying significant events, from ongoing reviews of business and financial reports, to ensure timely identification of disclosure materiality thresholds.
All ASX releases to be made to the market by the company are approved by the board or by the CEO in consultation with the chairman. The CFO has a standing authority to approve releases that deal with changes in director share holdings, Annual General Meeting notifications, addresses and voting results, share issues and broker/analyst presentations.
Information is communicated to shareholders by the company through:
- Annual Reports
- Disclosure to the ASX or ASIC
- Notices and explanatory memorandum of Annual General Meetings.
- Occasional letters from the CEO or Chairman to specifically inform shareholders of key matters of interest
- Presentation to analysts and other major announcements released to the ASX are placed on the companies website www.wridgways.com.au
- Shareholders are invited to attend and raise questions at the Annual General Meeting
6. Respect the Rights of Shareholders
The company advocates communication with shareholders and other stakeholders in an open, regular and timely manner so that members have sufficient information to make informed decisions on the operations and results of the company. The policy provides for the use of systems involving communiqués and technologies that ensure regular and timely release of information about the company to members. Mechanisms employed include:
- The annual and full financial report, circulated to all shareholders prior to the company’s Annual General Meeting.
- Shareholders access to communications through the use of information technology such as the Wridgways Australia Website www.wridgways.com.au
The board encourages full participation of shareholders at the company’s Annual General Meeting to ensure a high level of accountability and understanding of the company’s strategy and goals. Important issues are presented to shareholders as single resolutions. Shareholders are encouraged to appoint proxies to express their views at the AGM by directing their proxies by marking the appropriate boxes on the proxy form.
Wridgways Australia Limiteds practice is to ensure that the company’s external auditor attends the AGM and is available to answer shareholders questions.
7. Recognise and Manage Risk
The board is responsible for the oversight of the company’s risk management and control.
The Audit Committee assists the board in fulfilling its responsibilities in this regard by reviewing the financial and reporting aspects of the company’s risk management and control.
Major exposures for the company stem from Wridgways Australia Limiteds business risk profile which covers areas including financial, operational, regulatory, contractual, reputation and strategic risk.
The company has policies procedures and guidelines in place to ensure that the company’s risks are identified and that controls are adequate. These cover areas such as occupational health and safety, environmental management, ethical conduct and IT disaster recovery and business continuity planning.
Responsibility for control and risk management is delegated to the appropriate level of management within the company with the CEO and CFO having ultimate responsibility to the board for the risk management and control framework.
Arrangements in place for the board to monitor risk management include regular reporting to the board in respect of operations and the financial position of the company, circulation to the board of each meeting held by the audit committee.
Wridgways Australia Limited’s CEO and CFO will report in writing to the directors and the external auditors that the statement given in accordance with the ASX best practice recommendations under principle 4 is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the company’s risk management and internal compliance and control framework is operating efficiently and effectively in all material respects.
8. Encourage Enhanced Performance
The board believes that its corporate governance practices should be indicative of best practice for a company of its type. The board, therefore, keeps all areas of Wridgways Australia Limited’s governance under ongoing review, in order to provide leadership by example in this crucial area of corporate responsibility and management. It particularly monitors any area of business risk that is identified and ensures appropriate control strategies are in place and properly managed.
The board carries out continuous reviews against its responsibilities and objectives. The purpose of this is to identify any areas of weakness or scope for improvement and to focus on specific performance objectives. In addition, a discussion with individual directors is undertaken by the chairman.
The non-executive directors are responsible for regularly evaluating the performance of the CEO. The performance is based on specific criteria, including the company’s business performance and short and long term strategic objectives.
The chairman will also evaluate the performance of individual directors on an ongoing basis and for re-appointment. Performance criteria adopted will include the attendance and participation at meetings, other contributions and achievement of any specific objectives.
The board will be provided with the information it needs to efficiently discharge its responsibilities, including access to the company secretary. Management should supply the board with information in a form, timeframe and quality that will enable the board to effectively discharge its duties. Directors will be entitled to request additional information where they consider that the information supplied by management is insufficient to support informed decision making.
Arrangements in place to monitor the performance of the company’s key executives include a review by the board of the company’s financial performance and revised forecast results on a half-yearly and annual basis- as well as quarterly if required.
9. Remunerate Fairly and Responsibly
A program of regular performance appraisals and objective setting for senior management and other staff is in place.
The board established a Remuneration Committee in 1999. At the present time all board members apart from the company secretary serve on this committee, whose principle functions include reviewing and approving the remuneration of senior executives of the company, reviewing and making recommendations to the board regarding the remuneration policies and practices for the company generally, including participation in incentive plans and other benefits.
Along with their fees, including statutory superannuation, directors are entitled to be paid all traveling and other expenses properly incurred in connection with the affairs of the company, including attending and returning from general meetings, meetings of the directors or other committees of the company. Wridgways Australia Limited pays premiums to insure the director’s liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting as a director of Wridgways Australia Limited other than conduct involving a willful breach of duty in relation to Wridgways Australia Limited.
10. Recognise the Legitimate Interests of Stakeholders
The company has an established code of ethics to provide employees with guidance on what is acceptable behavior. The company requires that all directors, managers and employees maintain the highest standards of integrity and honesty.
The key elements are:
- Fairness and honesty
- Individually and collectively contributing to the well-being of shareholders, customers, the economy and the community.
The company has policies and procedures dealing with the following:
- Occupational Health and Safety
- Privacy
- Insider trading and dealing in securities
- Equal Opportunity and Harassment
- Drugs and alcohol
- Prevention of, and dealing with, fraud.
The company considers the successful management of safety, health and environmental issues as vital for its employees, customers, shareholders and business success.
The company’s commitment to Quality is reflected by its ISO9001 quality accreditation and OHS (AS/NZS 4801:2001) and Environmental (ISO 14001) certification.
