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Corporate Governance | Code of Conduct | Significant Policies | Board Charter

Corporate Governance

The following statement outlines the principal corporate governance practices and procedures that were in place throughout the financial year and the extent to which they depart from the third edition of best practice recommendations of the ASX Corporate Governance Council released March 2014.

Corporate Governance Statement

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Company Constitution

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Board Charter

The board of directors is responsible for the corporate governance practices of the company including the direction and oversight of the company’s business on behalf of the shareholders. Responsibility for the formulation of strategy and management of day-to-day operations and administration is delegated by the board of directors to the CEO.

Policy and other functions of the board of directors include.

  • Approving goals, strategy, and plans for the Company’s direction formulated by management and monitoring their implementation.
  • Ensuring appropriate resources are available to undertake those strategies.
  • The appointment and supervision of the chief executive officer and secretary of the company and ensuring that they are appropriately qualified and experienced to discharge their respective responsibilities.
  • Receiving and approving management recommendations such as for capital expenditure and monitoring the company’s financial performance and results on a monthly basis.
  • Ensuring appropriate management control and accountability systems are in place and monitoring the corporate conduct of the company’s officers.
  • Identifying areas of significant business risk and the management of those risks.
  • Reviewing published reports and stock exchange announcements to ensure their accuracy and compliance with statutory requirements.

The board of directors is responsible for the Corporate governance practices of the company including the direction and oversight of the company’s business on behalf of the shareholders. Responsibility for the formulation of strategy and management of day-to-day operations and administration is delegated by the board of directors to the CEO.

Policy and other functions of the board of directors include:

  • Approving goals, strategy, and plans for the company’s direction formulated by management and monitoring their implementation;
  • Ensuring appropriate resources are available to undertake those strategies;
  • The appointment and supervision of the chief executive officer and secretary of the company and ensuring that they are appropriately qualified and experienced to discharge their respective responsibilities;
  • Receiving and approving management recommendations such as for capital expenditure and monitoring the company’s financial performance and results on a monthly basis;
  • Ensuring appropriate management control and accountability systems are in place and monitoring the corporate conduct of the Company’s Officers;
  • Identifying areas of significant business risk and the management of those risks;
  • Reviewing published reports and stock exchange announcements to ensure their accuracy and compliance with statutory requirements;
  • Ensuring compliance with the continuous disclosure requirements of the ASX listing Rules and the Corporations Act;
  • Meeting statutory, regulatory and other reporting requirements of the corporations act and the ASX listing rules; and
  • The establishment and maintenance of appropriate ethical standards for the company, its directors and executives.

The board of birectors meets monthly where directors receive comprehensive board papers which include a report from each senior manager, as well as sales reports and management accounts. At meetings of the Board, the Directors deal with the various policy and corporate governance matters set out above.

The company recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity. All directors and employees are expected to act in accordance with the law and with the highest standards of propriety.

Separate sub-committees of the board have been formed. These comprise an audit sub-committee and a remuneration and nomination sub-committee. The composition and delegated functions of these sub-committees are set out on the remuneration and audit tabs at the top of this page.

The composition of the board of directors is determined by the remuneration and nomination committee using the following principles which accord with the following ASX corporate governance council recommendations:

  • The chairman should be an independent director; and
  • The roles of the chairman and chief executive should not be exercised by the same individual;

The board of directors must regularly assess the independence of each Director in light of the interests they have disclosed and such other factors as the board of directors determines are appropriate to take into account in determining whether the director is independent of management and free of any business or other relationship that could materially interfere with or could be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

The directors’ terms of appointment are governed by the constitution and one-third of the directors and any directors who have held office for three years or more (excluding the Managing Director) must retire at each annual general meeting of members.

Each director has the right to seek independent professional advice at the company’s cost, subject to the prior approval of the chairman, which may not be unreasonably withheld, and the other directors being given a copy of such advice.

The board of directors has established a remuneration and nomination committee.

On an annual basis, the committee reviews the remuneration and performance of the companies senior executives and makes recommendations on remuneration packages for Directors and senior executives and terms of employment generally.

This committee also reviews the composition of the board of directors to ensure that it comprises an appropriate mix of skills and experience. When a vacancy exists on the board of directors, or where it is considered that a director with particular skills or experience is required, the committee selects a panel of candidates with the appropriate expertise and experience from which the most suitable candidate is identified on merit.

Ultimately, an appropriate recommendation is made to the shareholders to approve any changes to the composition of the board of directors.

The key matters dealt with by the audit sub-committee include the review of:

  • The annual and half-year financial reports prior to their approval by the board of directors;
  • The adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit and the independence of the external auditor;
  • All areas of significant financial risk and the arrangements in place to contain those risks to acceptable levels;
  • Any management letter sent by the external auditor to the company;
  • The effectiveness of management information or other systems of internal control;
  • The financial statements of the company with both management and external auditors; and
  • Monitoring of compliance with the requirements of the corporations act, ASX listing rules, australian taxation office, and financial institutions.

The chief executive officer and the chief financial officer are required to confirm to the board that, for each financial reporting period, the company’s financial reports present a true and fair view, in all material respects, of the company’s financial position and operational results and are in accordance with relevant accounting standards.

Code of Conduct

Board members, executive management, and company officers are made aware of the requirements to follow corporate policies and procedures, to obey the law and to maintain appropriate standards of honesty and integrity at all times. In this regard, the directors have adopted a code of conduct for directors, senior executives, and employees which “inter alia” deals with compliance with legal and other obligations to legitimate stakeholders. More specifically, the code of conduct covers ethical operations, compliance with laws, dealings with customers and public officials, conflicts of interest, confidential and proprietary information and insider trading. The code of conduct underpins the formal charter and all policies of the company.

Code of Conduct Statement

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CODE OF CONDUCT

CONFLICTS OF INTEREST

Directors must act in the best interests of the Company as a whole. Directors shall engage in and
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships.

CORPORATE OPPORTUNITIES

Directors must not take advantage of their position or information acquired in the course of their duties,
or misuse information for personal gain or to cause detriment to the company.

CONFIDENTIALITY

Confidential information received in the course of the exercise of a Director’s duties remains the property of the company and it is improper to disclose it, or allow it to be disclosed unless that disclosure has been authorized by the Chairman with consideration to the persons concerned, or as required by law.

FAIR DEALING

Directors shall act honestly and with integrity in all of their dealings with employees, suppliers,
customers and competitors such that the best interests and reputation of the company are maintained
and enhanced.

PROTECTION OF ASSETS

Directors must use their best endeavors to protect the company’s assets and ensure that those assets are
used for business purposes only.

COMPLIANCE WITH LAWS AND REGULATIONS

Directors have an obligation, at all times, to comply with the spirit, as well as the letter, of the law, including any applicable rules and regulations

PROMOTION OF ETHICAL AND LAWFUL BEHAVIOR

Directors will at all times strongly encourage legal and ethical behavior. If the Director becomes aware of unlawful or unethical behavior then they are obliged to report such activities to the Chairman. Information provided should be treated in a discrete and confidential fashion and the matters dealt with expeditiously.

RESPONSIBILITIES TO SHAREHOLDERS AND THE FINANCIAL COMMUNITY

Comops limited is committed to maximising shareholder value, taking into account financial and non-financial matters. In maximising shareholder value, the company commits to preparing financial information in good faith, representing an accurate view of the company’s financial performance. Information will be disclosed as required by the listing rules in a timely and transparent manner.

RESPONSIBILITIES TO SHAREHOLDERS AND THE FINANCIAL COMMUNITY

Comops limited is committed to providing a high-quality value of service and product to our customers. The company will never intentionally mislead stakeholders or willingly provide a service or product that is substandard.

EMPLOYMENT PRACTICES

Comops limited is committed to treating all stakeholders and the wider community fairly and equally. The best interests of employees within the company will be promoted through training and appropriate consideration for occupational health and safety issues.

RESPONSIBILITIES TO THE INDIVIDUAL

Confidential information in the possession of comops limited will be treated with the utmost discretion. No disclosure of this information will be accepted unless the persons concerned have authorised that disclosure, or as required by law.

HOW THE COMPANY COMPLIES WITH LEGISLATION AFFECTING ITS OPERATIONS

Comops limited will at all times comply with the laws and legislation of the jurisdiction in which it operates. If any such jurisdiction has laws and legislation that have requirements that fall below standards accepted by the company code of conduct the company will meet the higher standards.

HOW THE COMPANY MONITORS AND ENSURES COMPLIANCE WITH ITS CODE

Any behaviour that fails the standards identified in the comops limited code of conduct is encouraged to be reported to senior management or to the board. All stakeholders are asked to help maintain highly ethical standards for the company by promptly identifying any behaviour considered to be falling below identified (or considered) acceptable standards. Information provided will be treated in a discrete and confidential fashion and the matters dealt with expeditiously.

Significant Policies

Set out below are the following significant policies instigated and monitored by the board of directors under the terms of the above charter, share trading policy, continuous disclosure, shareholder communication, risk management, performance and evaluation of directors and executives, and remuneration of directors and executives.

Significant Policies

No director, senior executive or employee shall purchase or sell company securities, or securities of a
Company in a “special relationship” with the company, while in possession of material information
Concerning the company or such a company that has not previously been generally disclosed to the
Investing public for at least two business days.

Nor shall an employee inform any individual or entity of any such material information, except in the
Necessary course of business.

Employees are encouraged to invest in the company’s securities, but must avoid trading when in
Possession of confidential material information which, if generally available, would reasonably be
Expected to either have an effect on the market price or value of those securities or affect an investor’s
Decision as to whether to buy, sell or hold securities in the company.

Directors and executives are required to give prior notice to the chairman of any dealings in company
Securities by themselves or their associates and to provide particulars of any transactions immediately
Following execution. The secretary is to make the requisite notifications to asx following the transaction finalisation.

All directors, senior executives, and employees have been made aware of the continuous disclosure requirements of the asx listing rules and have been provided with a copy of the relevant rules and guidance notes. Continuous disclosure is included on the agenda for all formal meetings of the directors. Directors and senior executives are made aware of the constraints applicable to private briefings and broker and analyst presentations.

The directors have allocated responsibility to the chief executive officer and the company secretary to alert the board of directors to any operational or regulatory matters respectively which they consider may require disclosure to the market under the continuous disclosure requirements of the asx listing rules. The directors then consider and approve the form of any such announcement.

All company announcements require the approval of the chairman with provision for available directors to approve urgent announcements. The company secretary is responsible for communication with asx. The chairman is responsible for all media contact and comment.

The company communicates with its shareholders through asx announcements, quarterly newsletters, the half-year report, the annual report and the annual general meeting.

The independent auditor will attend the annual general meeting to respond to questions from shareholders on the conduct of the audit and the preparation and content of the audit report.

The board of directors has accepted the role of identification, assessment, monitoring and managing the significant areas of risk applicable to the company and its operations.

It has not established a separate committee to deal with these matters, as the directors consider the size of the company and its operations does not warrant a separate committee at this time.

The board of directors has identified the significant areas of risk applicable to the company and its operations and considers the matter of risk management on an on-going basis at its monthly meetings.

The remuneration and nomination committee is required to undertake a review of the performance of directors, and senior executives on an annual basis.

In accordance with the constitution of the company, shareholders determine the aggregate remuneration of the non-executive directors, the maximum aggregate remuneration for non-executive directors is currently $500,000.

The directors determine the allocation of the aggregate remuneration, or part thereof, between themselves.

There are no schemes or provisions for retirement benefits for non-executive directors other than statutory benefits and accumulated superannuation.

(particulars as to the remuneration of the directors and senior executives during the year ended 31 december 2009 are set out in the accompanying notes to the financial statements.)

Our share register is maintained by automic pty ltd (automic). Shareholders may contact automic directly using the contact details provided below or by alternatively accessing the online shareholder portal offered by automic via their website automic.com.au

GPO Box 5193

Sydney NSW 2000

Telephone: 1300 288 664 (within australia)
Telephone: +61 (2) 9698 5414 (outside australia)

Email: hello@automic.Com.Au
Website: www.Automic.Com.Au

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