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.
Our Bradken Corporate Governance Statement 2016 details the Company's approach to corporate governance. In addition, many governance elements are set out in the Board Charter (119kb pdf) and Constitution.
Following are a number of the key features of the Company's Corporate Governance policies.
Bradken’s Directors and Management are committed to conducting the Company’s business ethically and in accordance with the highest standards of corporate governance.
The Board believes that Bradken’s policies and practices comply with the Australian Securities Exchange (ASX) Corporate Governance Council Principles and Recommendations.
THE 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.
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.
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 webpage.
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.
INDUCTION AND BOARD PERFORMANCE
The induction provided to new Directors and Executive managers enables them to actively participate in Board decision-making as soon as possible. It ensures that they have a full understanding of the Company's financial position, strategies, operations, culture, values and risk management policies. It also explains the respective rights, duties, responsibilities, interaction and roles of the Board and senior executives, the role of the Board committees and the Company’s meeting arrangements.
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. 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 Board undertakes an annual self-assessment of its collective performance, the performance of the Chairman and of its committees. Executive Management are invited to contribute to this appraisal process. The results and any action plans are documented. The Chairman meets privately with each Director at least annually, to discuss this assessment and their individual situation.
Bradken and the Board are committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The Company’s fundamental corporate governance practices comply with the ASX Corporate Governance Principles and Recommendations.
The responsibilities of the Board include:
providing strategic guidance to the Group including contributing to the development of and approving the corporate strategy
reviewing and approving the business plans, the annual budget and financial plans including available resources and capital expenditure initiatives
overseeing and monitoring the organisational performance and the achievement of the Group's strategic goals and objectives, compliance with the Company's Code of Conduct and the progress of major capital expenditures and other significant corporate projects including any acquisitions or divestments
monitoring financial performance including approval of the annual and half-year financial reports and liaison with the Group's auditors
appointment, performance assessment and, if necessary, removal of the Managing Director
ratifying the appointment and/or removal and contributing to the performance assessment of the members of the senior management team including the Chief Financial Officer (CFO) / Company Secretary
ensuring there are effective management processes in place and approving major corporate initiatives
enhancing and protecting the reputation of the organisation
overseeing the operation of the Group's system for compliance and risk management.
Day to day management of the Group's affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the Board to the Managing Director and senior executives.
The Company has controls in place that are designed to safeguard the Company’s interests and integrity of its reporting. These include accounting, financial reporting, safety, health and environment and other internal control policies and procedures. These controls and procedures are focused on monitoring whether the Company complies with all regulatory requirements and community standards. At each reporting period, both the Managing Director and Executive Director Finance are required to state in writing to the Board that:
the Company’s financial statements and associated notes give a true and fair view of the Group’s financial position and performance and are in accordance with the relevant accounting standards; and
these statements are founded on robust risk management principles and internal controls and that the system is operating effectively in all material respects in relation to financial reporting risks.
Comprehensive practices have been adopted to monitor:
that capital expenditure, revenue and expense commitments above a certain limit obtain prior Board approval;
safety, health and environment standards and management systems are designed to achieve high standards of performance and compliance; and
that business transactions are properly authorised and executed.
Internal audit has a mandate for reviewing and recommending improvements to controls, processes and procedures used by the Company across its corporate and business activities. The Company’s internal audit is managed by the Chief Financial Officer and supported by an independent external firm of accountants.
The Company’s financial statements are subject to an annual audit by an independent, professional auditor who also reviews the Company’s half year financial statements. The Audit and Risk Committee oversees this process on behalf of the Board.
The Board recognises the importance of providing independent views and the responsibility of Non-Executive Directors for monitoring the actions and performance of Executive Management. The Chairman and all Non-Executive Directors are independent of Executive Management and free of any business or other relationships that could materially compromise their ability to act in the best interests of the Company. The independence of each director is considered on a case by case basis from the perspective of both the Company and the director.
The Board is conscious of the importance of its members possessing the skills and experience required to fulfil the duties and obligations of the Board. In considering membership of the Board, sitting Chairman takes into account the appropriate characteristics needed to maximise effectiveness and the blend of skills, knowledge and experience necessary for the present and future needs of the Company.
The Board comprise both Executive and Non-Executive Directors with a majority of Non-Executive Directors, and one Executive Director being the Managing Director / Chief Executive Officer. Non-Executive Directors bring a fresh perspective to the Board’s consideration of strategic, risk and performance matters.
In recognition of the importance of independent views and the Board's role in supervising the activities of Executive Management, the Chairman must be an Independent Non-Executive Director, the majority of the Board must be independent of Executive Management and all Directors are required to exercise independent judgement and review and constructively challenge the performance of Executive Management.
The Chairman is elected by the full Board and is required to meet regularly with the Managing Director
The Board seeks to ensure that at any point in time, its membership represents an appropriate balance between Directors with experience and knowledge of the Group and Directors with an external or fresh perspective and the size of the Board is conducive to effective discussion and efficient decision-making.
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. 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 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.
To aid the effectiveness of Board meetings each meeting is subject to a private review by the Chairman, evaluating the quality of information and material presented to the Board and the standard of the contribution made by each Director to the consideration of issues on the agenda.
ACCESS TO INFORMATION AND INDEPENDENT ADVICE
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. Pursuant to a deed executed by the Company and each Director, a Director has the right to have access to all documents which have been presented to meetings or made available whilst in office.
The Group policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. Ernst & Young was appointed as the external auditor in 2013. It is Ernst & Young’s policy to rotate audit engagement partners on listed companies at least every five years.
An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the Directors' Report and in Note 26 to the financial statements in the Company’s Annual Report. It is the policy of the external auditors to provide an annual declaration of their independence to the Audit and Risk Committee.
The external auditor is required 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 audit report.
DIRECTOR'S FEES AND EXECUTIVE REMUNERATION
The remuneration report in Section 2 of Bradken's Annual Report sets out details regarding the Company’s Remuneration Policy, fees paid to Directors for the past financial year, and specific details of Executive Remuneration.
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.
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.
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.
CONTINUOUS DISCLOSURE AND SHAREHOLDER COMMUNICATIONS
The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which focuses on continuous disclosure of any information concerning the Group that a reasonable person would expect to have a material effect on the price of the Company’s securities. The Company's procedures also include arrangements the company has in place to promote communication with shareholders and encourage effective participation at general meetings. Full details of the Continuous Disclosure Policy are available on the Company’s website.
The Company Secretary has been nominated as the person responsible for communications with the Australian Securities Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules.
All shareholders can elect to receive a copy of the Group's annual report. In addition the Company seeks to provide opportunities for shareholders to participate through electronic means. All Company announcements, media briefings, details of Company meetings and press releases are available on the Company's website. All of the above information is made available on the Company’s website within one day of public release, and is emailed to all shareholders who lodge their email contact details with the Company. Information on lodging email addresses with the Company is available on the Company’s website.
RISK MANAGEMENT POLICY
The effective management of risk is central to the success of Bradken. It is critical that Bradken has a robust Risk Management Framework in which material risks are proactively identified, communicated and managed across the organisation. Risks are defined as any event that can impede Bradken’s ability to achieve its objectives.
Bradken recognises that risk management is an integral part of sound management practice and good corporate governance as it improves decision making and enhances outcomes and accountability. Management is committed to ‘best practice’ risk management practices across the Group.
The Board and Management of Bradken are accountable to its shareholders for the appropriate and proper management of the Company’s assets and value. To this end, Bradken's Risk Management Policy (202kb pdf) provides a statement of the intentions and directions of Bradken in the management of the risks associated with all of its business activities, and guidelines for the implementation of a cyclical process for identification, communication, consultation, treatment/management and reporting, with the objective of gaining advantage from opportunities, minimising losses and maximising value.
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 Policy (126kb pdf) is to provide guidelines on diversity and how the Company treats employees under the various Equal Opportunity requirements and legislation so that the opportunities provided through diversity are not lost.
Bradken believes its diverse workforce is the key to its continued growth, improved productivity and performance. The Group actively values and embraces the diversity of its employees and is committed to creating an inclusive workplace where everyone is treated equally and fairly, and where discrimination, harassment and inequity are not tolerated.
While the Company is committed to fostering diversity at all levels, gender diversity has been and continues to be a priority. The Board has not established any specific measurable objectives in terms of percentage of women employed, however, the Company’s objective is to increase gender diversity throughout all levels of the organisation. This proactive approach begins at the recruitment phase but also is an important consideration in internal promotion, training and development activities. The following statistics are provided outlining the percentage of women employed throughout the Company at the end of the current and previous financial year end.
In accordance with the requirements of the Workplace Gender Equality Act 2012 (Act), on 27th May 2016, Bradken Resources Pty Limited lodged its annual compliance report with the Workplace Gender Equality Agency (Agency). If you have any questions or would like to make a comment, please contact the Agency directly at www.wgea.gov.au.
View the 2015-2016 Workplace Gender Equality Agency Report (163kb. pdf)
SAFETY, HEALTH & ENVIRONMENT
Bradken considers the successful management of safety, health and environment issues as vital for its employees, customers, communities and business success. At each Board meeting the Directors receive a report on current safety, health and environment issues and performance in the group. The Board receives more detailed presentations on safety, health and environment every six months. The Human Resources Committee reviews and monitors environmental issues and reports to the Board on relevant issues.
The Board retains ultimate responsibility for internal compliance and control. The Audit and Risk Committee has responsibility for ensuring that internal control systems are in place to monitor and manage business risk.
Bradken's Integrated Management System which has been recognised by SAI Global for its excellence in continuous improvement is based on the International Quality System Standard, ISO 9001:2008.
Bradken's 21 Step Plan supports our health, safety and environmental philosophy, which is that all 'injuries and incidents can be prevented'. Through the involvement, commitment and education of all employees, a reduction of injuries and incidents continues to be achieved. Management recognises that health, safety and the environment are its highest priority and to reinforce the Company's commitment to environmental sustainability holds certification to ISO14001 at all of its major manufacturing facilities.
Bradken’s internal compliance and control system is predicated on the following:
Executive and Senior Management is responsible for the implementation of transactional and process controls such as:
- Policies and procedures
- Operational management and review
- Roles and responsibilities
- Transaction limits
- Performance appraisals
- Compliance and training
- Reconciliation procedures
- System configuration and data integrity
- Information Systems access controls
The corporate function overlays those transactional and process controls with a suite of monitoring controls include:
- Risk Management program
- Code of Conduct and Ethics
- Organisational structure and reporting lines
- Delegation of authority
- Safety, health and environment functional oversight,
- Finance management
- Treasury and Taxation management