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Corporate Governance

Summary

The Board is committed to ensuring the Company is properly managed and accordingly the Directors have adopted corporate governance policies and practices designed to promote responsible management and conduct of the Bradken Group's business. The main policies and practices adopted by the Company are summarised below. In addition, many governance elements are set out in the Board Charter (119kb pdf) and Constitution.

The Board

It is the Board's policy that a majority of Directors should be 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 judgment. 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. The Board will review the independence of each Director in light of interests disclosed to the Board from time to time.

Details of the Directors and their qualifications are set out on the Board of Directors page.

As a team, the Board brings together a broad range of qualifications, with considerable experience and expertise in management, finance, accounting, marketing and public company affairs.

Role of the Board

The role of the Board is to provide strategic guidance for Bradken and effective oversight of its management for the benefit of Shareholders and other stakeholders. The Board always retains ultimate authority over management. However, as is customary, the Board has delegated authority over the day-to-day management of Bradken to the Managing Director and in turn to the executive management team.

Board committees

While at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it makes use of sub-committees. It has established two committees of Directors, the Audit and Risk Committee and the Human Resources Committee, to carry out certain tasks. These committees are responsible for considering specific issues and making recommendations to the Board.

Audit and Risk Committee

The role of the Audit and Risk Committee is to provide advice and assistance to the Board to allow the Board to:

  • fulfill its audit, accounting and reporting obligations;
  • monitor internal and external auditors' performance (including the independence of external auditors, discussed below);
  • comply with legal and regulatory requirements;
  • comply with Bradken's risk management policies and procedures;
  • monitor compliance with applicable accounting standards and other requirements relating to the preparation and presentation of financial statements and results; and
  • fulfill its responsibilities relating to financial statements, internal accounting and financial control systems.

 

The Audit and Risk Committee has also adopted a policy on the provision of non-audit services and the rotation of external audit personnel. The policy requires that:

  • the Company's external auditing firm must be independent of Bradken and the Directors and senior executives. To ensure this the Company will require a formal confirmation of independence from its external auditor on an annual basis; and
  • its external auditor may not provide services to Bradken that are perceived to be materially in conflict with the role of the external auditor. Services which involve the external auditor acting in a managerial or decision-making capacity, or processing or originating transactions, are not appropriate. However the external auditor may be permitted to provide additional services which are not perceived to be materially in conflict with the role of the auditor if those additional services have been approved by the Board. Such additional services may include financial audits, audits or reviews undertaken for regulatory purposes, completion audits, tax compliance and advice on accounting standards.

 

Exceptions from the Company's policy in this regard must be approved by the Board.

The Audit and Risk Committee Charter (29kb pdf) provides that, where possible, the committee should comprise entirely Non-Executive Directors, a majority of whom should be independent (including the Chairman). The current members of the committee are:

  • Greg Laurie (Chairman);
  • Phillip Arnall;
  • Vince O'Rourke; and
  • Peter Richards.

The Audit and Risk Committee will report regularly to the Board and has, and will have, direct access to any employee, the independent auditors or any other independent experts and advisers as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.

Human Resources Committee

The role of the Human Resources Committee is to provide advice and assistance to the Board by:

  • recommending to the Board appropriate remuneration policies and monitoring their implementation;
  • establishing systems designed to enhance corporate and individual performance;
  • recommending to the Board a system of performance appraisal for Directors and the Board as a whole; and
  • developing succession plans for the Board and overseeing the development of succession planning in relation to management.

The Human Resources Committee may obtain information from, and consult with, management and external advisers as it considers appropriate.

The Human Resources Committee Charter (74kb pdf) provides that the committee must comprise entirely Non-Executive Directors. The current members of the committee are:

  • Vince O'Rourke (Chairman);
  • Nick Greiner; and
  • Phillip Arnall.

The Human Resources Committee will report regularly to the Board and has, and will have, direct access to any management and other external advisers as it considers appropriate in order to ensure that its responsibilities can be carried out effectively.

The Managing Director and senior management may attend Human Resources Committee meetings as appropriate by invitation.

Continuous disclosure

All relevant information provided to the ASX will be immediately posted on the Company's corporate website, bradken.com, in compliance with the Continuous Disclosure Policy and requirements of the Corporations Act and Listing Rules. The Company Secretary will act as the ASX liaison officer to ensure timely and appropriate access to information for all investors.

Dividend Policy

If you are an Australian resident, Bradken requires you to provide details of an Australian bank, building society or credit union account for direct credit of dividends. Simply complete the Request For Direct Credit of Payments (178kb pdf) form and post it to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia, fax it to (02) 9287 0303 or email a copy to registrars@linkmarketservices.com.au. If a valid form is not received prior to the record date, your payment will not be made until valid payment instructions are received.

Securities trading guidelines

The Company has developed a Securities Trading Policy (32kb pdf) for dealing in securities which are intended to explain the type of conduct in relation to dealings in securities that is prohibited under the Corporations Act and establish best practice procedure in relation to Directors, executives or employees dealing in the Company's securities.

Whistleblower policy

The Company has developed a Whistleblower Policy (30kb pdf) in accordance with Australian Standard AS8004, which is an important element in detecting corrupt, illegal or otherwise undesirable conduct. The objectives of the program are to:

  • encourage the reporting of matters that may cause financial or non-financial loss to the Company or damage to the Company’s reputation;
  • enable the Company to effectively deal with reports from whistleblowers in a way that will protect the entity of the whistleblower and provide for the secure storage of the information provided;
  • establish the policies for protecting whistleblowers against reprisal by any person internal or external to the Company; and
  • provide for the appropriate infrastructure including the appointment of a "Whistleblower Protection Officer" and a "Whistleblower Investigations Officer" and alternative means of reporting.

EQUAL OPPORTUNITY AND DIVERSITY POLICY

The Board and Management of Bradken are committed to providing a work environment in which the principles of diversity and equal opportunity are incorporated into all decisions. We believe that the Bradken Culture enhances our business success.

The purpose of the Company’s Equal Opportunity and Diversity (28kb pdf) is to provide guidelines on diversity and how to treat employees under the various Equal Opportunity requirements and legislation so that the opportunities provided through diversity are not lost.