RXP Services Limited (ACN 146 959 917)
Adopted by the Board on 29 April 2011
ASX Good Governance Principles and Recommendations: Recommendation 1.1
1. Corporate Governance Statement
Role of Board
1.1 The Directors are responsible, and primarily accountable to the shareholder, for the effective corporate governance of the Company. This means that the Board is responsible for directing and controlling the Company. This means that the Board is responsible for directing and controlling the Company, guiding and monitoring its strategy and business affairs.
Role of Management
1.2 The corporate governance of the Company is carried out through the delegations of appropriate authority to the Chief Executive Officer (CEO) and; through the CEO, to management of the Company.
Purpose of this Charter
1.3 The Board has adopted this Charter as a guiding framework for the corporate governance of the Company. In addition a Directors Code of Conduct has been adopted by the Board, and also a range of relevant governance policies, all of which are attached to this Charter (or available on the Company’s website.) All Directors, individually and as a Board, are required to agree, upon appointment, to act in accordance with this Charter, the Code of Conduct and the Policies.
2. Role of the Board
2.1 The role of the Board, as the body ultimately responsible for the corporate governance of the Company, specifically consists of the following major functions, which are further detailed in this Charter:
2.1.1 providing accountability to shareholders and, where appropriate, stakeholders;
2.1.2 appointing and working with the CEO;
2.1.3 approval of Company strategy;
2.1.4 development of Key Company policy; and
2.1.5 monitoring management and operations.
Accountability of Shareholders
2.2 The Board is primarily responsible and accountable to the Company’s shareholders to oversee the proper management and conduct of the business of the Company.
2.3 The Board discharges this accountability through:
2.3.1 responsible reporting to ASX (for continuous disclosure see also Boards Continuous Disclosure and External Communications Policy);
2.3.2 written reporting prior to the Company’s AGM;
2.3.3 verbal reporting and discussion at the AGM;
2.3.4 through formal annual, half-yearly and other reporting processes; and
2.3.5 through informal communication channels (eg on the Company’s website.)
To give effect to this accountability, the Board has approved the Continuous Disclosure and External Communications Policy.
(ASX Good Governance Principles and Recommendations: Recommendation 6.1)
Board Ethical Values
2.4 There are certain fundamental ethical values that underpin the role of a Director of RXP Services Limited.
2.5 Directors will therefore:
2.5.1 act with integrity
2.5.2 be honest and open with each other at all times;
2.5.3 ensure, to the maximum extent possible, that they do no engage in any other activities that may lead to a conflict of interest with their duties to the Company that cannot be appropriately managed;
2.5.4 work co-operatively among themselves and with management in the best interests of the Company;
2.5.5 recognise the separate roles and responsibilities of the Board and management;
2.5.6 develop an understanding of the role and functions of the Company;
2.5.7 be diligent in maintaining an understanding of the products being offered and the need to stay abreast in relation to the requirements of legislation and the regulator;
2.5.8 be diligent in maintaining and continuously strive to improve the Board’s operation;
2.5.9 observe the spirit and the letter of the laws under which the Company operates; and
2.5.10 avoid and behaviour that is likely to reflect badly on the Board or the Company.
Appointing and working with the CEO
2.6 The Board is responsible for the appointment of the Company’s CEO, and for ensuring a strong ongoing relationship with the CEO for the benefit of the Company.
2.7 This is done through:
2.7.1 encouraging a strong work working relationship between the Chairman, on behalf of the Board, and the CEO;
2.7.2 ensuring clear terms of appointment, positons description and delegations are in place for the CEO at all times;
2.7.3 agreeing annual key performance indicators (KPI’S) for the CEO at a time determined by the Board;
2.7.4 conducting annual performance reviews of the CEO, including considering achievement of the agreed KPI’s;
2.7.5 regular ongoing reporting for the CEO to the Board;
2.7.6 working with the CEO to ensure that a CEO succession plan is in place; and
2.7.7 having involvement in the selection by the CEO of key executives of the Company.
Approval of Company Strategy
2.8 The Board is responsible to ensure that the Company is pursuing appropriate strategies for the future security and growth of the Company.
2.9 It does so by delegating certain responsibilities to the CEO for the development of strategy, but retains the following responsibilities:
2.9.1 agreeing with the CEO the annual cycle and process for review of strategic plans, including which stakeholders are to be involved and how;
2.9.2 ensuring that the whole Board is directly involved in the strategic planning and review of processes;
2.9.3 ensuring that strategy development includes proper consideration by Board and Management of associated risks and opportunities;
2.9.4 ensuring that all approved strategic plans include clear and measurable financial and other objectives;
2.9.5 requiring that business plans and budgets are prepared (and provided for information to the Board) to support the agreed strategic plans; and
2.9.6 monitoring and reviewing the performance of the Company against the agreed strategic plans and goals
Development of Key Company Policy
2.10 The Board develops key governance policies, including policies dealing with:
|Board Policy 01/11
||Independence and Conflicts of Interest
|Board Policy 02/11
|Board Policy 03/11
||Board Performance Evaluation
|Board Policy 04/11
||CEO Performance Evaluation
|Board Policy 05/11
||Continuous Disclosure and External Communications
|Board Policy 06/11
|Board Policy 07/11
||Audit Committee Charter
|Board Policy 08/11
2.11 In addition, the Board is responsible for devising policies dealing with:
2.11.1 selection, nomination, succession and remuneration of Directors (see paragraph 3.8 of this Board Charter); and
2.11.2 the delegation of authorities to the CEO for develo0pment of operational policy and any limitations or requirements in respect of operational policy.
Monitoring Management and Operations
2.12 The Board is responsible for the development of appropriate internal controls to monitor and supervise the implementation of agreed strategies and policies and the financial and other performance of the Company against approved strategies, budgets, and delegations.
2.13 This is done through:
2.13.1 receiving regular management reporting at Board meetings;
2.13.2 working with the Company’s auditors to ensure, as far as reasonably possible, appropriate integrity in financial reporting of the Company;
2.13.3 ensuring that there is an appropriate documented system for risk management within the Company and that it is regularly monitored, reviewed and updated;
2.13.4 appropriate use of Committees of the Board in areas requiring detailed attention or monitoring;
2.13.5 regular evaluations of the effectiveness of each of the following:
(a) the Board (including individual Director evaluations);
(b) the Committees of the Board; and
(c) the CEO and the other executive Directors; and
2.13.6 Board professional development activities, improved knowledge, skills or information required to enable the Board to carry out its role.
3. Composition of the Board
(ASX Good Governance Principles and Recommendations: Principle 2)
3.1 Under the Company’s Constitution, the Board comprises a minimum of 3 and a maximum of 7 Directors. As far as practicable, the Board should:
3.1.1 comprise people who bring robust and independent judgement to the Board;
3.1.2 comprise people with a broad range of experience, expertise, skills and contacts relevant to the Company and its business at the relevant point in time; and
3.1.3 include an independent Chairman.
Independence and Conflicts of Interest
3.2 The Board’s policy on independence is set out in its Policy on Independence and Conflicts of Interest Policy (see Board Policy 01/11). The Board distinguishes between the two concepts.
3.3 In devising its policy on independence, the Board’s emphasis is to encourage independent judgement amongst all Director’s, at all times, irrespective of their background, rather than necessarily aiming for rigid compliance with the requirement of a majority of independent directors under ASX Good Governance Principles and Recommendations.
3.4 Directors should be careful to avoid potential or perceived conflicts when considering other directorships, positions or roles. Directors should discuss such appointments with the Chairperson prior to acceptance.
3.5 Nonetheless, the Board, in its Nominations capacity (see paragraph 3.8) will assess annually the ‘independence’ of each Director in light of the principles in ASX Good Governance Principles and Recommendations, and will disclose the results in the annual report as required by ASX Good Governance Principles and Recommendations: Recommendation 2.1.
3.6 Directors should be provided with:
3.6.1 proper information in relation to the Company and the Group before accepting appointment; and
3.6.2 access to continuing education in relation to the Group extending to its business, the industry in which it operates, and generally information required by them to discharge the responsibilities of their office.
Independent Advice for Directors
3.7 Each Director is entitled to obtain professional advice at the Company’s cost conditional upon the Chairman’s prior approval.
Nomination Committee Role of the Board
3.8 Given the importance of this function, the Board as a whole undertakes the responsibilities of a ‘Nomination Committee’ for the purposes of ASX Good Governance Principles: Recommendations 2.4.
3.9 This includes responsibility for devising policies with respect to:
3.9.1 regularly reviewing the composition, including appropriate mix of skills, experience and independence
3.9.2 where appropriate, identifying and selecting nominees for appointment to the Board
3.9.3 ensuring fulfilment of the Board’s policies on Board composition under this Charter; and
3.9.4 ensuring disclosure of the information required in each annual report of the Company in accordance with ASX Good Governance Principle 2.
3.10 Potential candidates to be appointed as Directors will be considered by all the Directors of the Board. The Board then appoints the most suitable candidates who (assuming that they consent to act as Directors) continue in office only until the next AGM and are then eligible for election, but are not taken into account in determining the number of Directors to retire by rotation at the AGM.
3.11 The terms and conditions of the appointment of all new members of the Board must be specified in a letter of appointment. The letter of appointment may refer to the Constitution and this document.
3.12 For the purposes of ASX Good Governance Principles: Recommendations 8.2 and 8.3, the Remuneration Committee will be appointed by the Board and, so far as is possible, will:
3.12.1 comprise a majority non-executive Directors;
3.12.2 be Chaired by a Director who is independent;
3.12.3 comprise at least three members.
3.13 The responsibilities of the Remuneration Committee will include:
3.13.1 reviewing and approving the appropriate remuneration of Directors, the CEO as well as senior executives;
3.13.2 ensuring that the structure of the non-executive and executive director’s remuneration is clearly distinguished;
3.13.3 ensuring that equity-based executive remuneration is paid in accordance with thresholds
3.13.4 reviewing, and making any recommendations that it considers necessary to the Board in respect of, remuneration by gender.
Chairman of the Board
3.14 The role of the Chairman of the Board is occupied by a separate individual from the CEO. Moreover, it is preferred that an ‘independent’ Director be Chairman. Whether these criteria are met in the case of the Chairman will be assessed annually by the Board and disclosed in the annual report (ASX Good Governance Principles and Recommendations: Recommendations 2.2 and 2.3).
3.15 The Chairman of the Board acts as the leader of the Board in carrying out the Board’s role under this Charter, including by:
3.15.1 presiding as Chairman at all meetings of the Board;
3.15.2 planning, and setting the agenda, for meetings of the Board in consultation with the CEO and other members of the Boards;
3.15.3 ensuring, as far as possible, that the Board has full information on which to base its decisions on the business of the meeting;
3.15.4 building a strong working relationship within the Board and between the Board and the CEO
3.15.5 leading the Board in developing a strong commitment to good corporate governance practices; and
3.15.6 with the CEO, representing the views of the Board outside the boardroom, provided that both the CEO and the Chairman are the delegates of the Board for this purpose and do not, except in emergency, have the authority to representÂ positions or views that have not previously been approved by the Board.
3.16 Directors will be required to make an annual declaration covering the following matters:
3.16.1 details of substantial sources of income or positons or offices held, shareholdings or other business interests, real estate, contracts or other interests that may give rise to an actual or perceived conflict interest with respect to duties owed as a Director of the Company;
3.16.2 agreement to immediately notify the Board if a significant change in circumstances occurs; and
3.16.3 agreement to abide by the Company’s Board Charter.
The induction process in which all new directors will participate is as follows:
3.17 All new Board members prior to their attendance at their first Board meeting will be provided with relevant information relating to their appointment, inclduding;
3.17.1 the last year audited financial statements for the Group;
3.17.2 the Company’s Corporate Governance Policies;
3.17.3 the Deed of Indemnity, Insurance and Access;
3.17.4 current meeting papers;
3.17.5 organisation chart;
3.17.6 contact details for Directors and key management;
3.17.7 current years meeting schedule;
3.17.8 meet with the Chairperson and other Directors for a governance familiarisation. This meeting may be either a group session or with individuals; and
3.17.9 meet with the CEO and, if appropriate, senior management for an operational familiarisation.
Changes to the Corporate Governance Policies
3.18 No changes to these guideline should be made without the approval of the Directors in a Board meeting. These policies are to be reviewed annually after completion of the business planning cycle.
4. Board Meetings
4.1 The Board will meet as often as they consider necessary in order to carry out their duties and responsibilities and as required by the business of the Company. Under normal circumstances, the Board should meet once every month.
Meetings of Non-Executive Directors
4.2 Under normal circumstances, non-executive Directors will meet together without the presence of executive Directors 4 times each financial year to discuss the executive management of the Company.
Board Papers and Minutes
4.3 Papers for Board and Committee meetings should be circulated, practical, at least five days before the relevant meeting.
4.4 Draft minutes of Board and Committee meetings (for consideration and approval at the next relevant meeting) should be circulated within 21 days following each meeting.
4.5 All proceedings of the Board including papers submitted and presentations made to the Board must be kept confidential and not disclosed or released to any person other than Board members except as required by law or as agreed by the Board.
5. Company Secretary
5.1 The company Secretary is accountable to the Board, through the Chairman, for:
5.1.1 monitoring the Company’s compliance in respect of all corporate governance matters, including the implementation of this Charter;
5.1.2 drafting and circulating the minutes of meetings of the Board and all Committees for approval at the next meeting;
5.1.3 monitoring the Company’s compliance with all disclosure obligations and regularly reviewing Company policies and procedures relating to compliance with such disclosure obligations.