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Introduction
Anzon Australia
is committed to principles of corporate governance and
high ethical standards in business.
The Company seeks to follow the best practice
recommendations for listed companies issued by the Australian Stock
Exchange Corporate Governance Council to the extent it is reasonably able.
In cases where the Company determines it would be inappropriate to follow
the principles because of its circumstances, the Company will provide
reasons for not doing so in its Annual Report as contemplated by the
ASXCGC.
Board
The
Board Charter sets out the functions and responsibilities of the Board,
which include:
• overseeing
the Company as a whole, including its control and accountability systems;
•
monitoring and providing input into the final approval of management’s
development and implementation of corporate strategy and performance
objectives;
•
reviewing and ratifying systems of risk management and internal compliance
and control, codes of conduct and legal compliance;
•
approving and monitoring the progress of major capital expenditure, capital
management and acquisitions and divestitures;
•
regularly reviewing its overall performance, as well as the performance of
committees, senior management and individual Directors; and
•
approving and monitoring financial and other reporting.
The
Board is structured such that four of the six Directors, being the majority,
are non-executive Directors. Michael Clarey is an independent non-executive
Director.
The
Board has established two committees, an Audit Committee and a Remuneration
Committee, to assist it in carrying out its function.
Audit
Committee
The
Audit Committee was established to protect the integrity of the Company’s
financial reporting. The Committee consists of only non-executive
Directors. It is chaired by Michael Arnett, and has three members, the
others being Reginald Nelson and Michael Clarey.
The
charter of the Audit Committee sets out its role, responsibilities,
structure and membership requirements. Its responsibilities include:
• overseeing
the effectiveness of the Company’s accounting and financial policies and
controls;
•
overseeing the independence of the external auditors; and
•
making recommendations to the Board on the appointment of external auditors
and reviewing the performance of the external auditors.
The
independent external auditor reports directly to this Committee and the
Board and is also required to attend the annual general meeting of the
members of the Company to answer shareholder questions about the audit and
the preparation and content of the audit reports.
Remuneration
Committee
The
role of the Remuneration Committee is to review the remuneration policies
and practices of the Company to ensure that it remunerates fairly and
responsibly. The remuneration policy of the Company is designed to ensure
that the level and composition of remuneration is competitive, reasonable
and appropriate for the results delivered and to attract and maintain
talented and motivated Directors and employees.
The
Committee is chaired by Jean-Marc Georgy and consists of three members, the
others being Reginald Nelson and Michael Clarey.
Specific
responsibilities of the Committee include:
•
advising the Board in relation to executive and non-executive remuneration
policy;
• making
recommendations in relation to remuneration packages for executive
Directors and senior management;
•
making recommendations in relation to merit recognition arrangements and
termination arrangements; and
•
ensuring that any equity-based executive remuneration is made in accordance
with the thresholds set in plans approved by shareholders.
The Company has adopted a number of additional policies and codes of conduct in accordance with the best practice recommendations of the ASXCGC. Summaries of the main provisions of these are set out below.
Copies of the full text of each of the policies, charters and codes of conduct adopted by the Company are not posted on this website but are available and may be obtained by request to the Company by email, facsimile or post.
Shareholders Communication Policy
This is the Company’s policy regarding disclosure and the promotion of effective and efficient communication, advice and interaction with its shareholders.
Subject to commercial and confidentiality constraints, the Company is committed to maintaining direct, open and timely communications with all shareholders.
This will be achieved via the release of the Company’s annual and interim results, annual report, annual general meeting of the Company (including the notice of meeting and accompanying papers) and reports of the Chairman. In addition, all shareholders will have access to all announcements made by the Company to ASX on the ASX Announcements Platform and on the Company’s website. Copies of such announcements will also be mailed to all shareholders on the Company’s share register.
This policy also establishes a process to be followed by the Board, Company Secretary and senior management to ensure that the Company keeps the market fully informed of all information which may have, or could be expected to have, a material effect on the price or value of its securities.
Continuous Disclosure Policy
This Policy imposes obligations on, and establishes procedures to be complied with by, all Directors, employees and consultants of the Company to ensure the timely and balanced disclosure of all material matters concerning the Company in compliance with its obligations under the ASX Listing Rules.
The internal procedures established ensure that all Directors, employees and consultants understand their obligation to disclose material information so that only material information is disclosed to the market, all investors and participants in the market have equal and timely access to such material information and that the Company’s announcements are factual and presented in a clear and balanced manner.
Under this Policy the Board has appointed a Disclosure Officer –
the Company Secretary –
who has primary responsibility for ensuring the Company complies with its obligations under the ASX Listing Rules and for administering this Policy. The Disclosure Officer is also responsible for all communications by the Company to ASX.
All Directors, employees and consultants who become aware of information which is not generally available or which may be price sensitive are required to provide details of that information to the Disclosure Officer.
All enquiries from the media and analysts must be referred to the Disclosure Officer.
Code of Conduct –
Company’s Obligations to Shareholders
The Company endeavours to be recognised as an organisation committed to the highest ethical standards in business.
This Code of Conduct sets down the high standards of conduct and ethics with which the Company will comply in its dealings with all its stakeholders (including, shareholders, employees, consultants, creditors, customers, suppliers, government and non-government organisations and the communities in which the Company operates) and reflects the Company’s commitment to comply with all applicable laws.
The Code focuses on:
•
responding to enquiries and requests of shareholders quickly;
•
maximising shareholder benefits;
•
treating all shareholders equally;
•
acting fairly and reasonably in the Company’s dealings with clients and customers;
•
complying with the highest quality and safety standards;
•
complying with the National Privacy Principles in relation to information provided by clients and customers;
•
the Company taking its equal opportunity obligations very seriously and complying with all related laws and regulations;
•
adherence by the Company with comprehensive safety standards focusing on hazard identification and risk assessment; which standards are implemented through education and training;
•
training staff so as to improve their skills and competencies;
•
respect for the environment and compliance with all environmental laws and regulations;
•
complying with all state and federal trade practices legislation;
•
creating a strong commitment to the improvement of the communities in which the Company operates and the wider society.
This Code also:
•
requires its employees to act at all times in the Company’s best interests and to exercise sound judgement unclouded by personal interests or divided loyalties;
•
forbids the payment or acceptance of bribes (in any form) by the Company;
•
requires that employees exercise extreme care when giving or receiving business related gifts, hospitality or entertainment to ensure that there is no actual or perceived improper connection between such gifts, hospitality or entertainment and business opportunities and that no actual or perceived conflict of interest is created.
Any violation of, or suspected misconduct under, this Code (or any other of the Company’s Policies, Charters or Codes of Conduct) should be reported in writing to the Company’s registered office address.
Code of Conduct for Directors and Key Officers
This Code sets the ethical standards for Directors and key officers of the Company (referred to together as the ’’Senior Officers’’) and reflects their intention to ensure their duties and responsibilities to the Company are performed with the upmost integrity with the objective of maintaining confidence in the integrity of the Company.
This Code addresses:
•
professional conduct by the Senior Officers;
•
truthfulness and compliance with the law, and all of the Company’s Policies, Charters and Codes of Conduct, at all times;
•
non-discrimination (of all kinds);
•
disclosure by Senior Officers of all matters which may lead to actual or potential conflicts of interest;
•
maintenance of confidentiality in respect of information pertaining to the Company, its clients and customers, its operations and any other commercially sensitive matters –
both during, and after leaving, the Company’s employ;
•
fair trading and dealing by the Company in all markets in which it operates in relation to the preservation of life, protection and improvement of the environment, maintenance of competitive markets, etc.
Senior Officers are required to take care to ensure the application of this Code of Conduct is enacted in word and deed on a daily basis and to report and record any behaviour that involves non-compliance.
Securities and Trading Policies –
Directors and Employees
The Company has two Securities Trading Policies –
one for Directors and one for employees.
Each Policy imposes constraints on the Directors/employees (as applicable) in their dealings with securities of the Company. In the case of Directors additional requirements are also imposed.
Both Policies also apply to Directors and employees trading in financial products issued or created over the Company’s securities and other products associated with securities of the Company.
The objectives of both Securities Trading Policies is to minimise the risk of Directors and employees contravening the laws against insider trading, to ensure the Company is able to meet its reporting obligations under the ASX Listing Rules and, in the case of Directors, increasing transparency with respect to trading in securities of the Company by Directors.
Directors
Directors are not permitted to deal in securities of the Company unless:
•
they have satisfied themselves they are not in possession of any price sensitive information that is not generally available to the public;
•
they have advised the Chairman of their intention to do so;
•
the Chairman has made appropriate enquiries of other Directors; and
•
the Chairman has indicated that there is no impediment to them doing so.
Generally the Chairman will approve a Director dealing in securities of the Company (unless there is price sensitive information not yet disclosed in accordance with the ASX Listing Rules):
(a) within the period of one month after the release of annual or interim results; and
(b) within the period of one month after the issue of a prospectus by the Company,
although the Chairman may approve a Director dealing in securities of the Company at times additional to these providing the matters referred to above have been satisfied.
Directors are not permitted to engage in short term trading of securities of the Company.
Directors are required to notify their dealings in securities to ASX within 5 business days under the ASX Listing rules and to ASIC within 14 days under the Corporations Act 2001. This Policy also requires Directors to notify the Company Secretary immediately upon acquiring or disposing of a relevant interest (including increases or decreases to that interest) in any securities of the Company.
Employees
This Securities Trading Policy also applies to senior personnel who are independent contractors and consultants but who are retained by the Company for a period.
Employees are prohibited from dealing in securities of the Company unless:
•
they have satisfied themselves they are not in possession of any price sensitive information that is not generally available to the public;
•
they have advised the Chairman or Company Secretary of their intention to do so;
•
the Chairman or Company Secretary (having enquired of the Chairman) has indicated that there is no impediment to them doing so.
Otherwise, employees are allowed to deal in securities of the Company as a matter of course (unless there is in existence price sensitive information that has not been disclosed in accordance with the ASX Listing Rules):
(a) within the period of one month after the release of annual or interim results; and
(b) within the period of one month after the issue of a prospectus by the Company.
Employees are not permitted to engage in short term trading in securities of the Company.
Contravention of this Policy by an employee may result in summary dismissal.
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