Page 45 - Bradken Annual Report 2013_Page flip

Basic HTML Version

BRADKEN LIMITED ANNUAL REPORT 2013 9
Bradken Limited
Directors' report (continued)
30 June 2013
B. Corporate governance (continued)
Commitment
Conflict of interest
Independent professional advice
Performance assessment
Board committees
Audit and Risk Committee
Other relevant matters.
Bradken Limited does not have a fully constituted Nominations Committee, however, as and when required the full Board
participates as the Nominations Committee in order to fulfill its corporate governance responsibilities in regard to:
The Board undertakes an annual self assessment of its collective performance, the performance of the Chairman and of its
committees. Management are invited to contribute to this appraisal process. The results and any action plans are documented.
The most recent assessment was undertaken in July 2012.
The Company also has an Audit and Risk Committee, see page 11 for details.
The commitments of non-executive directors are considered by the Board prior to the directors' appointment to the Board of the
Company and are reviewed each year as part of the annual performance assessment.
There were no director related entity transactions with companies of the Group.
Board appointments and performance;
The full Board currently holds nine scheduled meetings each year, plus strategy meetings and any extraordinary meetings at
such other times as may be necessary to address any specific matters that may arise.
Where the Board believes that a significant conflict exists for a director on a Board matter, the director concerned does not
receive the relevant Board papers and is not present at the meeting whilst the item is considered.
The Board has established a number of committees to assist in the execution of its duties and to allow detailed consideration of
complex issues. Current committees of the Board are the Human Resources Committee and the Audit and Risk Committee.
Each is comprised entirely of non-executive directors. The committee structure and membership is reviewed on an annual basis
and a policy of rotation of committee members applies as considered appropriate by the Chairman.
Prior to appointment or being submitted for re-election, each non-executive director is required to specifically acknowledge that
they have and will continue to have the time to discharge their responsibilities to the Company.
The Chairman meets privately with each director to discuss this assessment and their individual situation.
Committee membership;
The agenda for meetings is prepared in conjunction with the Chairman, Managing Director and Company Secretary. Standing
items include the Managing Director’s report, financial reports, strategic matters, governance and compliance. Submissions are
circulated in advance. Executives are regularly involved in Board discussions and directors have other opportunities, including
visits to business operations, for contact with a wider group of employees.
The full Board undertakes the functions of a Nominations Committee as described in the ASX Corporate Governance Council’s
Principles of Good Corporate Governance and Best Practice Recommendations.
Directors’ induction program;
Each committee has its own written charter setting out its role and responsibilities, composition, structure, membership
requirements and the manner in which the committee is to operate. All of these charters are reviewed on an annual basis and
are available on the Company website. All matters determined by the committees are submitted to the full Board as
recommendations for Board decisions.
The Board has established a framework for the management of the Group including a system of internal control, a business risk
management process and the establishment of appropriate ethical standards.
Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent
professional advice from a suitably qualified adviser at the Group's expense. Prior approval from the Chairman is required, but
this will not be unreasonably withheld.
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the
Group.
Minutes of committee meetings are tabled at the subsequent Board meeting. Additional requirements for specific reporting by
the committees to the Board are addressed in the charter of the individual committees.
Page 9
Bradken Limited