PRINCIPLE 4: Safeguard integrity in corporate reporting
Audit & Risk Committee
Howard Mowlem (Chair)
Kim Anderson (Member commencing 9 December 2016)
Jason Mozingo (Member until 30 June 2017)
Sally Pitkin (Member until 15 August 2016)
*Elliott Weinstein became a member of the Audit & Risk Committee from 3 July 2017.
Throughout the 2016-17 financial year, the Audit & Risk Committee has comprised at least three members, all of whom were Non-Executive Directors and the majority of whom were independent Directors. At all times during the financial year the Chair of the Committee has been an independent Non-Executive Director who is not the Chair of the Board.
All members of the Audit & Risk Committee are financially literate. Each of the members’ qualifications and experience are set out in pages 11-13 of the Directors’ Report. The Chair of the Committee, Howard Mowlem, holds a Bachelor of Economics (Honours), Master of Business Administration, Securities Industry Diploma and is a Fellow of the Australian Society of CPAs, and has held various senior finance roles over a period of 25 years.
The Audit & Risk Committee met four times during the 2016-17 financial year. Details of the Directors’ attendance at Committee meetings are set out in the Directors’ Report on page 14. The Committee may extend an invitation to any person to attend all or part of any meeting of the Committee that it considers appropriate.
The primary function of the Committee is to assist the Board in fulfilling its corporate governance responsibilities through the oversight of:
- the adequacy, integrity and reliability of the Group's corporate reporting processes and financial statements;
- the scope and results of external and compliance audits;
- compliance with the Group's treasury policy;
- the effectiveness of the systems of internal control and risk management;
- the appointment, removal, remuneration, qualifications, independence and performance of the external auditor;
- the integrity of the audit process as a whole and the performance and effectiveness of the audit function;
- the nature of non-audit services of external auditors and related fees, to ensure that they do not adversely affect auditor independence; and
- the Group's compliance with Corporate Governance best practice and applicable legal and regulatory requirements.
The Audit & Risk Committee has, within the scope of its responsibilities, unrestricted access to personnel, records, external auditors and senior management.
The Audit & Risk Committee reports to, and makes recommendations to, the full Board in relation to each of its functions.
In fulfilling its responsibilities, the Audit & Risk Committee:
- receives regular reports from management and the external auditors;
- meets with the external auditors at least twice a year, or more frequently if necessary; and
- meets separately with the external auditors at least twice a year without the presence of management.
The Audit and Risk Committee Charter is available on the Company’s corporate website.
Certification of Financial Reports
The CEO and CFO state in writing to the Board in each reporting period that, in their opinion, the Company’s financial records have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The statements from the CEO and CFO are based on a formal sign-off framework established throughout the Company.
The external auditor (PricewaterhouseCoopers) has declared its independence to the Board through its representations to the Committee and provision of its Statement of Independence to the Board, stating that it has maintained its independence in accordance with the provisions of APES 110 Code of Ethics for Professional Accountants and the applicable provisions of the Corporations Act 2001. It is PricewaterhouseCoopers’ policy to rotate audit engagement partners on listed companies at least every five years. A new audit engagement partner was appointed during the financial year ended 30 June 2015.
The performance of the external auditor is reviewed annually. An analysis of fees paid to the external auditor, including a breakdown of fees for non-audit services, is provided in the Directors’ Report and in the notes to the financial statements.
The Company’s procedure regarding the Selection and Appointment of External Auditor requires the external auditor to attend the Company’s Annual General Meeting and be available to answer shareholder questions relevant to the audit. This procedure is available on the Company’s corporate website.
PRINCIPLES 5 and 6: Make timely and balanced disclosure and respect the rights of security holders
The Company has an established policy for compliance with its disclosure obligations under the ASX Listing Rules. This includes internal reporting procedures to ensure that any material price sensitive information is reported to the Company Secretary in a timely manner. A team comprising at least two of the Chief Executive Officer, the Chief Financial Officer and the Company Secretary is responsible for assessing the materiality of information advised to the Company Secretary or any other potentially material information, and determining whether the information is required to be disclosed to the ASX or whether a trading halt is necessary and should be sought from the ASX. This team may involve the Chair of the Board or other Directors in such determinations.
All information disclosed to the ASX, along with transcripts from associated conference calls, is promptly posted on the Company's corporate website following receipt of confirmation from the ASX. In the event that any information is inadvertently disclosed at any analyst, media, investor or shareholder briefing that constitutes a previously undisclosed material price sensitive matter, then that information must be immediately made available to the market through the ASX and then posted to the Company's website. The Company is committed to complying with its continuous disclosure obligations and ensuring that all stakeholders and the market are provided with relevant and accurate information regarding its activities in a timely manner.
A copy of the Continuous Disclosure Policy is available on the Company's corporate website.
Shareholder Communication and Annual General Meeting
The Company respects the rights of its shareholders to be updated and informed regularly about the Company and its operations.
The Company has provided in-depth updates at:
- The February half-year and August full-year results presentations. Along with providing all shareholders access to an audio webcast of the presentation, both the slides and a full transcript were also posted on our corporate website within 24 hours.
- The Annual General Meeting in November 2016. The Chair and CEO provided updates on both the turnaround strategy and its progress. A particular focus of this meeting was to ensure Directors had the opportunity to engage directly with retail shareholders. Again, an audio recording was provided on our corporate website within 24 hours of the meeting. Shareholders were provided with an online facility to lodge their proxies for the Annual General Meeting.
- The Interim Financial Report and Full Financial Report (including Shareholder Review), Notice of Meetings and explanatory materials, which were published on the Company's corporate website and distributed to all shareholders either physically or electronically according to their preferences.
In addition, the Company aims to keep shareholders informed of the Company's performance and all major developments in an ongoing manner. Information is communicated to shareholders through:
- providing updates on all key Company matters, developments or awards on the Company's corporate website;
- formal investor meetings and teleconferences in line with the Company's disclosure policies;
- a facility via the Corporate website for all shareholders to raise any questions they may have or an Investor Relations contact point to call directly for any shareholder; and
- investor engagement opportunities.
Finally, the Company recognises the importance of shareholder, investor and market feedback being heard directly by management and the Board. Steps to facilitate this feedback include:
- as appropriate, written updates and briefings to the Board from the CFO on investor and shareholder engagement;
- where appropriate and in line with the Company's disclosure policies, the CEO or Chair engaging directly with investors and other market participants to hear their feedback;
- the Board being sent all relevant analyst, media and market feedback regarding the Company on an "as published" basis; and
- the live webcasting of the Company's Annual General Meetings.
The Company's corporate website contains a list of upcoming events and all recent announcements. The website also maintains, at a minimum, information about the last three years' press releases or announcements. The website has a "Corporate Governance" page that is clearly identified and easily accessible from the website's home page, which contains all relevant corporate governance information.
Shareholders have the option to receive communications from, and to send communications to, the Company and to the Company's Share Registry, ComputerShare, electronically. Shareholders can update their communication preferences by contacting ComputerShare as follows:
Computershare Investor Services Pty Ltd
Telephone Australia: 1300 850 505
Telephone International: +61 3 9415 4000
Fax: +61 3 9473 2500
A copy of the Stakeholder Communications Policy is available on the Company's corporate website.