Principle 1: Lay solid foundations for management and oversight
Companies should establish and disclose the function reserved to the Board and those delegated to senior executives.
Companies should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
Companies should have a written agreement with each Director and senior executive setting out the terms of their appointment.
The company secretary should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
A company should have a diversity policy, disclose the contents thereof and report on the measureable objectives for achieving gender diversity.
Companies should disclose the process for evaluating the performance of the Board, its committee and individual directors and disclose if a performance evaluation was undertaken in the reporting period.
Companies should disclose the process for evaluating the performance of senior executives and disclose if a performance evaluation was undertaken in the reporting period.
Principle 2: Structure the Board to add value
The Board should have a Nomination Committee which has at least three members, a majority of whom are independent directors; and is chaired by an independent director. The Company has to disclose the Charter if the Committee, its members, meetings held during the reporting period as well as individual attendances.
A Company should have and disclose a board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.
A Company should disclose the names of the independent directors; relevant director’s interest and the length of service of each director.
The majority of the Board should be Independent Directors.
The Chair should be an independent Director and not the CEO.
A Company should have a programme for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their roles as directors effectively.
Principle 3: Act Ethically and Responsibly
Companies should establish a Code of Conduct and disclose the Code or a summary of it.
Principle 4: Safeguard integrity in corporate reporting
The Board should establish an Audit Committee which has at least three members, all of whom are non-executive directors and a majority of whom are independent Directors; and is chaired by an independent director, who is not a chair of the Board. The Company has to disclose the Charter of the Committee, its members and their qualifications and experiences, meetings held during the reporting period as well as individual attendances.
The Board should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity 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 Company’s External Auditor should attend its AGM and should be available to answer question from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and disclosure these policies or a summary of it.
Principle 6: Respect the rights of security holders
A Company should provide information about itself and its governance to investors via its website.
The Company should design and implement an investor relations programme to facilitate effective two-way communication with investors.
A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.
A Company should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.
To facilitate effective communication with shareholders, the shareholders have the option to receive communication and to communicate with the Company by sending their queries to firstname.lastname@example.org
Principle 7: Recognise and manage risk
The Board should have a committee to oversee risk which has at least three members, a majority of whom are independent Directors; and is chaired by an independent director. The Company has to disclose the Charter of the Committee, its members, meetings held during the reporting period as well as individual attendances.
The Company’s risk management framework should be reviewed at least annually by the Board or a committee, to satisfy itself that it continues to be sound, and disclose, in relation to each reporting period, whether such a review has taken place.
A Company should disclose if it has an internal audit function, how the function is structured and what role it performs; or if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.
A Company should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.
Principle 8: Remunerate Fairly And Responsibly
The Board should have a Remuneration Committee which has at least three members, a majority of whom are independent Directors; and is chaired by an Independent Director. The Company has to disclose the charter of the Committee, its members, meetings held during the reporting period as well as individual attendances.
Companies should clearly distinguish the structure of non-executive directors remuneration from that of executive directors and senior management.
A Company which has an equity-based remuneration scheme should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and disclose that policy or a summary of it.