Pacific Brands’ directors and management are committed to conducting the Company’s business ethically and in accordance with high standards of corporate governance.
To download a copy of the Corporate Governance statement please click here
This statement describes Pacific Brands’ approach to corporate governance. The Board believes that Pacific Brands’ policies and practices comply in all substantial respects with the ASX Corporate Governance Council’s Principles of Good Corporate Governance. A checklist summarising this is found in section 17 of this Corporate Governance Statement.
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Role and responsibilities
The Board is committed to maximising performance, generating appropriate levels of shareholder value and financial return and sustaining a stable of recognisable and successful brands.
In conducting business with these objectives, the Board is concerned to ensure that the Company is properly managed to protect and enhance shareholder interests, and that the Company, its directors, officers and employees operate in an appropriate environment of corporate governance. Accordingly, the Board has adopted corporate governance policies and practices designed to promote responsible management and conduct of the Company.
The Board has ultimate responsibility to establish policies regarding the business and affairs of the Company for the benefit of its shareholders and other stakeholders. The Board’s key responsibilities include appointing the Chief Executive Officer, ensuring executive and Board succession planning, approving budgets and strategic plans, evaluating the performance of the Company against strategies and business plans, approving the Company’s risk management strategy and monitoring its effectiveness, approving significant acquisitions or divestments, overseeing relations with shareholders and approving accounting policies and annual accounts. The Board delegates management of the Company’s resources to senior management, under the leadership of the Chief Executive Officer, to deliver the strategic direction and goals determined by the Board. A key function of the Board is to monitor the performance of senior management in this function.
Links to the main policies of corporate governance adopted by the Company (including the Board’s charter) can be found below.
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Board appointment and composition
It is the Board’s policy that there should be a majority of independent, non-executive directors. That is, the majority of directors should be free from any business or other relationship that could materially compromise their independent judgement. As an additional safeguard in preserving independence, the policy requires that the office of Chairman be held by an independent, non-executive director.
The Board considers a director to be independent where he or she is not a member of management and is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the director’s ability to act in the best interests of the Company. The Board will consider the materiality of any given relationship on a case by case basis and has adopted materiality guidelines to assist it in this regard. Under the Board’s materiality guidelines, the following interests are regarded as, prima facie, material:
- a holding of 5% or more of the Company’s shares; or
- an affiliation with a business which accounts for 5% or more of the revenue or expenses of the Company.
However, ultimately the Board will make a qualitative assessment of any factors or considerations which may, or might reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. The Board reviews the independence of each director in light of interests disclosed to the Board from time to time, and directors are required to promptly disclose to the Board interests in contracts, other directorships or offices held, possible related party transactions and sales or purchases of the Company’s shares.
The Board is currently made up of seven directors, five of whom are independent non-executive directors Details of the directors as at the date of this report, including their qualifications and experience are set out on pages 8 and 9 of the Company’s 2004 Annual Report.
In making recommendations to the Board regarding the appointment of directors, the Nomination and Remuneration Committee periodically assesses the appropriate mix of skills, experience and expertise required by the Board and assesses the extent to which the required skills and experience are represented on the Board. Nominations for appointment are then approved by the Board as a whole. Under the Company’s Constitution and the Australian Stock Exchange Listing Rules, all directors other than the Chief Executive Officer are subject to shareholder re-election every three years.
The Company’s Constitution requires directors to hold a minimum number of shares in the Company as determined by the Board from time to time, which is currently 500 shares, so that directors’ interests are aligned with those of shareholders.
Directors’ shareholdings are shown on page 18 of the Company’s 2004 Annual Report.
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Board processes
The Board currently schedules 11 meetings per year. In addition, the Board meets whenever necessary to deal with specific matters needing attention between the scheduled meetings. Extraordinary meetings take place at such other times as may be necessary to address any specific significant matters that may arise.
The table on page 18 of the Company’s 2004 Annual Report shows the number of Board meetings held since the Company’s incorporation in December 2003 and the attendance of each director.
The agenda for meetings is prepared by the Company Secretary in conjunction with the Chairman and Chief Executive Officer, with periodic input from the Board. Comprehensive Board papers are distributed to directors in advance of scheduled meetings. Board meetings take place both at the Company’s head office and at key operating sites, on a rotational basis, to assist the Board in its understanding of operational issues.
To assist the Board in the execution of its responsibilities, the Board has established an Audit, Business Risk and Compliance Committee and a Nomination and Remuneration Committee. Any issues of corporate governance which are not dealt with specifically by either committee are the responsibility of the full Board.
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Audit, Business Risk and Compliance Committee
The Audit, Business Risk and Compliance Committee monitors and reviews the effectiveness of the Company’s controls in the areas of operational and balance sheet risk, legal and regulatory compliance and financial reporting.
The committee discharges these responsibilities by:
- overseeing the adequacy of the controls established by senior management to identify and manage areas of potential risk and to safeguard the assets of the Company;
- overseeing the Company’s relationships with the external auditor and the external audit function generally; and
- evaluating the processes in place to ensure that accounting records are properly maintained in accordance with statutory requirements and financial information provided to investors and the Board is accurate and reliable.
A link to a copy of the committee’s charter is available below.
The committee has also adopted a policy on the provision of non-audit services and the rotation of external audit personnel. Subject to some limited exceptions, unless the committee determines otherwise, the auditor is prohibited from providing valuation and fairness opinions, internal audit services, advice on deal structuring, tax planning advice, IT systems services, executive recruitment services, material human resources functions or legal services or from acting as a broker, promoter or underwriter. The policy also requires the partner managing the Company’s audit to be rotated within five years from the date of appointment. A copy of this policy is also available on the Company’s website.
The committee’s charter provides that the committee will comprise at least two non-executive directors, a majority of whom are independent. The current members of the committee are:
- Max Ould (Chair);
- Andrew Cummins; and
- Pat Handley.
The committee is scheduled to meet seven times in the 2005 financial year. The table on page 18 of the Company’s 2004 Annual Report shows the number of committee meetings held since the Company’s incorporation in December 2003 and the attendance of each director.
Members of management and the external auditors may also attend meetings of the committee by invitation. The committee may also have access to financial and legal advisers, in accordance with the Board’s general policy.
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Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for matters relating to succession planning, recruitment and the appointment and remuneration of the directors and the Chief Executive Officer. The committee also oversees succession planning, selection and appointment practices and remuneration guidelines for other management and employees.
The responsibilities of the committee include:
- assessing Board composition, strategic function and size;
- overseeing the effectiveness of the Board, its committees and individual directors;
- overseeing the selection and appointment practices for Non-Executive Directors and management of the Company;
- developing succession plans for the Board and overseeing the development of succession planning in relation to the Chief Executive Officer and senior management;
- making recommendations to the Board on the Chief Executive Officer’s remuneration (including short and long term incentive plans); and
- reviewing and approving recommendations from the Chief Executive Officer on total levels of remuneration, and performance targets, for senior executives reporting to the Chief Executive Officer.
In making recommendations to the Board regarding the appointment of directors, the committee periodically assesses the appropriate mix of skills, experience and expertise required on the Board and assesses the extent to which the required skills and experience are represented on the Board.
The committee may obtain information from, and consult with, management and external advisers, as it considers appropriate.
A link to a copy of the committee’s charter is available below.
The committee’s charter provides that the majority of the committee members will be independent directors. The committee presently consists of three non-executive directors and the Chief Executive Officer as follows:
- Helen Lynch AM (Chair);
- Andrew Cummins;
- Paul Moore; and
- Maureen Plavsic.
The Chief Executive Officer does not participate in deliberations of the committee where he has a personal interest.
The General Manager, People attends meetings of the committee on an ex-officio basis.
The committee is scheduled to meet three times in the 2005 financial year. The table on page 18 of the Company’s 2004 Annual Report shows the number of committee meetings held since the Company’s incorporation in December 2003 and the attendance of each director.
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Review of Board performance
The performance of the Board is to be reviewed annually by the Board.
The Nomination and Remuneration Committee may assist the Chairman in evaluating the Board’s performance.
The evaluation will review:
- the Board’s membership and charter;
- Board processes and its committees’ effectiveness in supporting the Board; and
- the Board’s performance.
A review of each director’s performance will also be undertaken by the Chairman, with the assistance of the Nomination and Remuneration Committee, prior to the director standing for re-election, although the Board has determined that in respect of the two directors standing for re-election at this year’s Annual General Meeting a performance review is unnecessary, given the directors concerned have held office for less than 12 months.
As the current Board has been operating for less than a year, no formal performance appraisal was conducted during the period between incorporation in December 2003 and 30 June 2004. The directors are currently considering the appropriate processes to be adopted to conduct the evaluation, which will be disclosed when finalised.
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Access to information and independent advice
Each director has the right of access to all relevant Company information and to the Company’s senior management, external advisers and auditors. Directors may also seek independent professional advice at the Company’s expense. Any director seeking such advice is required to make a formal request to the Chairman. Where the Chairman wishes to seek independent advice, he must make a formal request to the Chair of the Audit, Business Risk and Compliance Committee. Any advice so received must be made available to all other directors. Pursuant to a deed executed by the Company and each director, a director also has the right to have access to all documents which have been presented to meetings of the Board or to any committee of the Board or otherwise made available to the director whilst in office. This right continues for a term of seven years after ceasing to be a director or such longer period as is necessary to determine relevant legal proceedings that commenced during that term.
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Risk management
The Company is committed to the proper identification and management of risk. The Company has in place a process to identify and measure business risk, including regular review of results from its risk identification procedures. The Audit, Business Risk and Compliance Committee is charged with oversight of this process.
The Board receives regular reports about the financial condition and operational results of the Company. The Chief Executive Officer and Chief Financial Officer provide formal statements to the Board that in all material respects:
- the Company’s financial statements present a true and fair view of the Company’s financial condition and operational results and comply with relevant accounting standards; and
- the risk management and internal compliance and control systems are sound, appropriate and operating efficiently and effectively.
The Company regularly undertakes reviews of its risk management procedures which include implementation of a system of internal sign-offs to ensure not only that the Company complies with its legal obligations but that the Board, and ultimately shareholders, can take comfort that an appropriate system of checks and balances is in place regarding those areas of the business which present financial or operating risks.
The committee reviews the appropriateness of the framework adopted by the Company for managing operational risk issues and action plans to strengthen and improve risk control practices.
Details of the Company’s policies relating to interest rate management, foreign exchange risk management and credit risk management are included in Notes 1 and 23 to the financial statements for the financial period from 12 December 2003 to
30 June 2004 which form part of the Company’s 2004 Annual Report.
The Company has also adopted a code of conduct which sets out the Company’s commitment to maintaining the highest level of integrity and ethical standards in all business practices. The code of conduct sets out for all directors, management and employees the standards of behaviour expected of them, and the steps that should be taken in the event of uncertainty or a suspected breach by a colleague. The code of conduct is discussed in more detail in section 11 of this statement.
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Continuous disclosure and keeping shareholders informed
The Company aims to ensure that shareholders are well-informed of all major developments affecting the state of affairs of the Company. To achieve this, the Company has implemented the following procedures:
- shareholders can gain access to information about the Company, including media releases, key policies, Annual Reports and financial accounts and the terms of reference of the Company’s Board committees, through the Company’s website at www.pacificbrands.com.au or by writing to the Company Secretary at the Company’s Registered Office address;
- all relevant announcements made to the market and any related information are posted on the Company’s website as soon as they have been released to the ASX/NZX; and
- the Company encourages full participation of shareholders at its Annual General Meeting to ensure a high level of accountability and discussion of the Company’s strategy and goals. The Company also invites the external auditor to attend its Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
The Company’s commitment to keeping shareholders fully informed is embodied in the Company’s Shareholder Communications Policy, a link to which can be found below.
The Company is fully aware of the obligations under the Corporations Act 2001, and the ASX and NZX Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of the Company’s securities. The Company has adopted a policy which establishes procedures to ensure that directors and management are aware of and fulfill their obligations in relation to the timely disclosure of material price-sensitive information. Information must not be selectively disclosed prior to being announced to the ASX and NZX. Directors and senior management must notify the Company Secretary as soon as they become aware of information that should be considered for release to the market. The Company Secretary is the person responsible for communication with the ASX and NZX. A link to a copy of the Company’s Continuous Disclosure Policy is found below.
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Trading in shares by directors and employees
The Company has adopted guidelines for dealing in securities which are intended to explain what is prohibited conduct in relation to dealings in securities under the Corporations Act 2001 and the Securities Markets Act 1988 (NZ). The guidelines also establish a best practice procedure in relation to directors, managements and employees dealings in the Company’s shares.
Subject to the overriding restriction that persons may not deal in shares while they are in possession of material price-sensitive information, directors, management and employees will only be permitted to deal in shares during certain “window periods”, such as following release of the Company’s financial results and the Annual General Meeting. Outside of these periods, directors, management and employees must receive clearance for any proposed dealing in shares with such clearance only to be granted in exceptional circumstances. A separate procedure has been adopted for dealings by directors, management and employees on the NZX or off-market in New Zealand.
Except in circumstances of special hardship, with the Chairman’s approval, employees may not buy and sell the Company’s shares within a three month period.
A link to a copy of the Company’s Guidelines for Dealing in Securities is available below.
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Ethical standards
The Board believes it is important to provide employees with a clear set of values that emphasise a culture encompassing strong corporate governance, sound business practices and good ethical conduct. Accordingly, the Company adopted a code of conduct which outlines how the Company expects directors and employees to behave and conduct business in a range of circumstances. In particular, the code requires:
- awareness of, and compliance with, laws and regulations relevant to the Company’s operations including environmental laws and the Trade Practices Act 1974 and equivalent overseas legislation;
- all business transactions to be conducted solely in the best interests of the Company and for directors and employees to avoid situations where their personal interest could conflict with interests of the Company;
- employees and directors to protect any Company assets under their control and not to use Company assets for personal purposes, without prior Company approval;
- employees and directors to respect the privacy of others and comply with the Company’s privacy policy;
- employees and directors not to disclose or use in any improper manner confidential information about the Company, its customers or affairs.
A link to a copy of the code of conduct is available below.
The Company also has in place an Occupational Health and Safety Policy which outlines the methods and practices that the Company requires to be observed to provide a working environment, which is free, as far as practicable, from risk of injury or disease for the Company’s employees, visitors and contractors. Occupational health and safety key performance indicators are reported to the Board on a regular basis to assist the Board in monitoring compliance with the Company’s Occupational Health and Safety Policy.
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Code of conduct for suppliers
The Company is committed to ethical and responsible conduct in all of its operations and respect for the rights of all individuals and the environment. The Company expects these same commitments to be shared by all suppliers of its products and seeks to enforce this policy through a formal code of conduct, which includes:
- not using child labour;
- not using any forced or involuntary labour; and
- providing employees with a safe and healthy workplace in compliance with all applicable laws and regulations.
The Company periodically conducts audits of its suppliers and in the event that a supplier is unable or unwilling to achieve compliance, the Company reserves the right to terminate or suspend the relevant supply contract.
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Environment
The Company’s operations are subject to environmental laws and regulations, the details of which vary depending upon the jurisdiction in which the operation is located. These environmental laws and regulations control the use of land, the erection of buildings and structures on land, the emission of substances to water, land and atmosphere, the emission of noise and odours, the treatment and disposal of waste, and the investigation and remediation of soil and groundwater contamination.
The Company has procedures in place designed to ensure compliance with all environmental regulatory requirements.
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Non-executive director remuneration
Non-executive directors are paid an annual fee for their service on the Board and all committees of the Board within the maximum aggregate sum for such directors approved from time to time by shareholders. The current maximum aggregate sum is $1,000,000 per annum, which is intended to provide the Board with scope to appoint new directors in the future.
Directors are paid a fee for their contribution to the Board and committees of the Board. The Nomination & Remuneration Committee makes recommendations to the Board on the total level of remuneration of non-executive directors and individual fees for non-executive directors (including the Chairman), including any additional fees payable to directors for membership of Board committees. In order to ensure the objectivity and independence of non-executive directors, these fees are not performance based.
The aggregate fees paid to the non-executive directors during the 2004 financial period from 12 December 2003 to 30 June 2004 was $171,250. On an annualised, basis this would amount to $720,000 in non-executive directors’ fees.
A minimum of 25% of a non-executive director’s annual fee must be taken in the form of shares pursuant to the Non-Executive Director Share Plan. Shares acquired under the Non-Executive Director Share Plan must, in general, be held for the period the director holds office as a Director. Further details in respect of the Non-Executive Director Share Plan are found on page 53 of the Company’s 2004 Annual Report.
The Board has determined that, at present, retirement benefits are not payable to non-executive directors upon their retirement.
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Remuneration of executive directors and senior executives
The remuneration of senior executives, and the performance targets for senior executives reporting to the Chief Executive Officer, are reviewed by the Nomination and Remuneration Committee (the composition of which is discussed in section 5 of this Statement). This committee is also responsible for both reviewing and making recommendations to the Board on the remuneration for the Chief Executive Officer, including short term and long term incentives.
Remuneration of executive directors and senior executives comprises a base component together with an incentive component which is “at risk”. Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and senior executives. The Nomination and Remuneration Committee obtains independent advice from external specialists on the appropriateness of remuneration packages in the context of remuneration packages offered by comparable companies.
Executive directors and senior executives may receive bonuses based on the achievement of specific performance hurdles. The performance hurdles are based on the achievement of growth targets in the consolidated entity’s profit after tax performance. The payment of bonuses can be cancelled, individually or collectively, at the discretion of the Chief Executive Officer, to take account of other material circumstances within the Company or the business environment. Bonuses are not payable to non-executive directors.
The Company has also established a long term incentive scheme for selected key senior executives, referred to as the Performance Rights Plan (“PRP”). The PRP was effectively approved by shareholders, the terms and conditions of the PRP having been fully disclosed in the Company’s prospectus lodged with the Australian Securities & Investments Commission as part of the Company’s IPO in April, 2004. Under the PRP, eligible executives may be granted performance rights (each being an entitlement to a share in the Company, subject to the satisfaction of vesting conditions, principally related to financial performance) on terms and conditions determined by the Board. If the vesting conditions are satisfied, the performance rights vest and shares will be delivered to the executive. The terms and conditions of the PRP, including the vesting conditions, are discussed in more detail in Note 28 to the Financial Statements of the Company, which form part of the Company’s 2004 Annual Report.
At the end of the 2004 financial period an initial grant under the PRP had been made to the Chief Executive Officer, Chief Financial Officer and certain other senior management employees. The Company will value and disclose all performance rights granted under the PRP in accordance with relevant Australian Accounting Standards.
The rules of the PRP provide that the Board may determine a price that is payable upon allocation of a share following vesting of a performance right, or that no amount is payable by the executive upon allocation of a share once a performance right vests. The Board has determined that no amount is payable by the Chief Executive Officer, the Chief Financial Officer and other senior management on the vesting of their initial grant of rights.
The amount of remuneration, and all monetary and non-monetary components, for each of:
- the directors; and
- the five officers of the Company and the consolidated entity continuing in employment receiving the highest emoluments; and
- the five specified executives of the Company and the consolidated entity with the greatest authority is detailed on page 46 of the Company’s 2004 Annual Report.
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Comparison of NZX and ASX corporate governance rules
The following statement is included in compliance with NZX Listing Rule 5.1.6(d), which requires the Company, as an “Overseas Listed Issuer” on the NZX, to include a statement in its Annual Report of any ASX corporate governance rules and principles (“ASX corporate governance rules”) that materially differ from NZX’s corporate governance rules and principles in the NZX Corporate Governance Best Practice Code (“NZX corporate governance rules”).
As a general matter, the Australian equivalent of a number of the NZX corporate governance rules are contained in the Australian Corporations Act 2001 rather than the ASX Listing Rules.
Some differences arise between the corporate governance rules of the ASX and NZX because the relevant matters are mandatory under the NZX corporate governance rules but only best practice recommendations under the ASX corporate governance rules (requiring disclosure of non-compliance in the issuer’s Annual Report). The Company has determined to adopt these ASX best practice recommendations in relation to corporate governance. However, for completeness the following differences may be considered material:
- the NZX Listing Rules require that a board consist of at least two independent directors or, if there are eight or more directors, three or one-third (rounded down, to the nearest whole number) of the total number of directors, whichever is the greater. The ASX Listing Rules contain no equivalent requirement, however, the ASX corporate governance rules recommend that the board of a listed issuer consist of a majority of independent directors. The Board of the Company does consist of a majority of independent directors; and
- the NZX Listing Rules also require the board to make determinations periodically as to the independence of directors and to make appropriate releases to the market. The ASX corporate governance rules require disclosure in the Annual Report only.
In addition, under the NZX Listing Rules, no obligation to pay any amount which is unpaid on any security may be cancelled, reduced or deferred without an ordinary resolution of the issuer. Under the Company’s Constitution, the directors may waive or compromise all or part of any payment due. This difference between Australian legal requirements and the corporate governance rules of the NZX may also be considered material.
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ASX Corporate Governance Council Best Practice Recommendations
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ASX Principle |
Reference1 |
Compliance
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Principle 1: |
Lay solid foundations for management and oversight |
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1.1 |
Formalise and disclose the functions reserved to the board and those delegated to management. |
1 |
Comply |
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Principle 2: |
Structure the board to add value |
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2.1 |
A majority of the board should be independent directors. |
2 |
Comply |
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2.2 |
The chairperson should be an independent director. |
2 |
Comply |
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2.3 |
The roles of chairperson and chief executive officer should not be exercised by the same individual. |
2 |
Comply |
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2.4 |
The board should establish a nomination committee. |
5 |
Comply |
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2.5 |
Provide the information indicated in Guide to reporting on Principle 2. |
1, 2, 5, 7, Board Members (pages 8 & 9 of the Company’s 2004 Annual Report), Directors’ Report (page 18 of the Company’s 2004 Annual Report) |
Comply |
1 All references are to sections of this Corporate Governance Statement unless stated otherwise.
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ASX Principle |
Reference1 |
Compliance
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Principle 3: |
Promote ethical and responsible decision-making |
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3.1 |
Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to:
3.1.1 the practices necessary to maintain confidence in the company’s integrity
3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. |
11 |
Comply |
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3.2 |
Disclose the policy concerning trading in company securities by directors, officers and employees. |
10 |
Comply |
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3.3 |
Provide the information indicated in Guide to reporting on Principle 3. |
10, 11 |
Comply |
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Principle 4: |
Safeguard integrity in financial reporting |
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4.1 |
Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) 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 condition and operational results and are in accordance with relevant accounting standards. |
8 |
Comply |
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4.2 |
The board should establish an audit committee. |
4 |
Comply |
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4.3 |
Structure the audit committee so that it consists of: |
4 |
Comply |
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· Only non-executive directors
· A majority of independent directors
· An independent chairperson, who is not chairperson of the board
· At least three members |
4 |
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4.4 |
The audit committee should have a formal charter. |
4 |
Comply |
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4.5 |
Provide the information indicated in Guide to reporting on Principle 4. |
4, Directors’ Report (page 18 of the Company’s 2004 Annual Report) |
Comply |
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Principle 5: |
Make timely and balanced disclosure |
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5.1 |
Establish 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. |
9 |
Comply |
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5.2 |
Provide the information indicated in Guide to reporting on Principle 5. |
9 |
Comply |
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Principle 6: |
Respect the rights of shareholders |
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6.1 |
Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. |
9 |
Comply |
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6.2 |
Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report. |
9 |
Comply |
1 All references are to sections of this Corporate Governance Statement unless stated otherwise.
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ASX Principle |
Reference1 |
Compliance
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Principle 7: |
Recognise and manage risk |
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7.1 |
The board or appropriate board committee should establish policies on risk oversight and management. |
8 |
Comply |
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7.2 |
The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that:
7.2.1 the statement given in accordance with best practice recommendations 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board.
7.2.2 the statement given in accordance with best practice recommendations 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board |
8 |
Comply |
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7.3 |
Provide the information indicated in Guide to reporting on Principle 7. |
4, 8 |
Comply |
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Principle 8: |
Encourage enhanced performance |
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8.1 |
Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives. |
5, 6, 15 |
Comply |
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Principle 9: |
Remunerate fairly and responsibly |
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9.1 |
Provide disclosure in relation to the company’s remuneration
policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance. |
15, Directors’ Report (page 18 of the Company’s 2004 Annual Report), Note 28(c) to the Financial Statements which form part of the Company’s 2004 Annual Report |
Comply |
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9.2 |
The board should establish a remuneration committee. |
5 |
Comply |
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9.3 |
Clearly distinguish the structure of non-executive directors’ remuneration from that of executives. |
14, Note 28(c) to the Financial Statements which form part of the Company’s 2004 Annual Report |
Comply |
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9.4 |
Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders |
15 |
Comply |
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9.5 |
Provide the information indicated in Guide to reporting on Principle 9. |
5, 14, 15, Directors’ Report (page 18 of the Company’s 2004 Annual Report) |
Comply |
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Principle 10: |
Recognise the legitimate interests of stakeholders |
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10.1 |
Establish and disclose a code of conduct to guide compliance with legal and other obligations. |
11 |
Comply |
