Please enable JavaScript.
Coggle requires JavaScript to display documents.
Australia ((ii) Structure the board to add value—have a board of an…
Australia
(ii) Structure the board to add value—have a board of an effective composition, size, and commitment to discharge adequately its responsibilities and duties
-
-
-
-
● various information relating to the directors—including their skills, experience and expertise—and the names of the members of the nomination committee and their attendance at the meetings thereof, should be included in the corporate governance section of the company’s annual report.
(ix) Remunerate fairly and responsibly—ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to corporate and individual performance is defined
● disclosure should be provided of the company’s remuneration policies to enable investors to understand the costs and benefits of those policies, and the link between
remuneration and corporate performance;
-
● there should be a clear distinction between the structure of non-executive directors’ remuneration and that of executives (non-executive directors should receive fees but not options or bonus payments);
● payment of equity-based executive remuneration should be made in accordance with thresholds set in plans approved by shareholders;
● there should be disclosure of various aspects, including the remuneration policies, and
the names of the remuneration committee members and their attendance at meetings.
(vii) Recognize and manage risk—establish a sound system of risk oversight and management and internal control
The system should identify, assess, monitor, and manage risk, and inform investors of material changes to the company’s risk profile.
The board or appropriate board committee should establish policies on risk oversight and management;
The CEO and CFO (or equivalents) should state to the board in writing that they have made their statement about the integrity of the financial statements based on a sound system of risk management and internal control and compliance, and that the system is operating efficiently and effectively;
-
(v) Make timely and balanced disclosure—promote timely and balanced disclosure of all material matters concerning the company
Disclosures should be made in such a way that all investors have equal and timely access to information about the company, including its financial situation, performance, ownership, and governance.
Written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance be established;
Certain information should be disclosed, including explanation from any departures
(vi) Respect the rights of shareholders—respect the rights of shareholders and facilitate the effective exercise of those rights
A company should empower its shareholders by effective communication with them,enabling their access to balanced and comprehensible information, and facilitating their participation in general meetings.
The company should design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings;
The company should request the external auditor to attend the AGM and to beavailable to answer shareholder questions about the conduct of the audit, and preparationand content of the auditor’s report.
(iii) Promote ethical and responsible decision-making—actively promote ethical and responsible decision-making
The company should clarify the standards of ethical behaviour required of company directors and key executives, encourage the observance of standards, and publish its policy as regards board and employee trading in company securities and related products.
Three recommendations support this principle, which include that there should be a code of conduct to guide the directors, the CEO, the chief financial officer (CFO) and any other key executives in relation to practices necessary to maintain confidence in the company’s integrity, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
(iv) Safeguard integrity in financial reporting—have a structure to independently verify and safeguard the integrity of the company’s financial reporting
The CEO and the CFO (or their equivalents) should be required to state in writing to the board that the company’s financial reports present a true and fair view, in all material respects, of the company’s financial state and that the operational results are in accordance with relevant accounting standards.
Information should be disclosed including the names and qualifications of those appointed to the audit committee, the number of meetings of the audit committee, and the names of those attending the meetings.
(viii) Encourage enhanced performance—fairly review and actively encourage enhanced board and management effectiveness
Directors and key executives should have the knowledge and information to discharge their responsibilities effectively, and individual and collective performance should be regularly and fairly reviewed.
There should be disclosure of the process for performance evaluation of the board, its committees and
individual directors, and key executives.
(x) Recognize the legitimate interests of stakeholders—recognize legal and
other obligations to all legitimate stakeholders
There is recognition that, by better managing various stakeholder groups, value can be created.
Companies should establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders
(i) Lay solid foundations for management and oversight—recognize and
publish the respective roles and responsibilities of board and management
The company should have in place a framework to enable the board to provide strategic guidance and effective oversight; the roles and responsibilities of board members and senior executives should be clarified (this will help with accountability), and no single individual should have too much power.
-
-
-
-
-