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Wool Stocktake : AWI Annual Report 2017-18
GOOD BUSINESS CORPORATE GOVERNANCE FRAMEWORK Governance principles The Board is committed to governance systems that enhance performance and ensure AWI operates legally and responsibly on all matters and maintains the highest ethical standards. The key Board functions and responsibilities, as set out in the Board Charter, include: • Oversight of the Company, including its control and accountability systems • Appointing and removing the CEO (or equivalent), including determining the remuneration for the position • Providing input into, and final approval of, management’s development of corporate strategy, programs, policies and performance objectives • Oversight of the implementation and performance of research and development and marketing programs and projects aimed at enhancing the long-term profitability of Australian woolgrowers • Ensuring the Company has an appropriate corporate governance framework, that the Company operates in accordance with that framework, that it acts legally and responsibly on all matters and maintains the highest ethical standards • Evaluating implementation of strategy, and programs to assess its effectiveness and continuing suitability • Monitoring and evaluating financial and other reports to understand the health of the Company and identify the need for any follow up actions • Approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures • Reviewing and ratifying systems for risk management, internal compliance and control, codes of conduct and legal compliance • Ensuring that the Company complies with all requirements under the Statutory Funding Agreement with the Commonwealth of Australia • Appointing and, where appropriate, removing the Company Secretary • Approving the appointment, terms and conditions and, where appropriate, removal of senior executives reporting to the CEO • Ensuring appropriate resources are available to senior executives for achievement of the strategic and operational objectives • Monitoring senior executives’ performance and their implementation of strategy • Providing transparent, balanced and accurate reporting of the Company’s activities to shareholders • Regularly evaluating its performance, including that of individual directors, to ensure it is functioning effectively and efficiently. The performance of the Board as a whole and its sub-committees will be reviewed annually and the performance of individual directors will be reviewed: (a) annually by the Chairperson who will provide feedback on an individual basis; and (b) biennially by self and peer evaluation. AWI Board skills matrix The Non-Executive Director Board skills matrix for FY2018 is set out below. The numbers shown out of 7 directors represent those directors who have a high level of knowledge and experience in the area, and/or a sustained and successful track record in the area. Skills/Experience/Knowledge Number of Directors (out of 7) Corporate governance 4/7 Production and/or processing in the wool industry 5/7 Finance and Business Management 4/7 Legal and Compliance 2/7 Domestic and International market development, marketing and international trade 3/7 Technology and technology transfer, commercialisation and adoption 2/7 Administration of research, development and marketing 2/7 Strategy 5/7 People, culture and remuneration 4/7 Senior executive leadership 5/7 Risk Management 5/7 Government Public Policy or Regulatory 4/7 For expertise in these areas and others not listed above, the directors seek expertise within AWI and externally where appropriate. Corporate governance documents AWI corporate governance documentation is available on the AWI website at www.wool.com, and includes: • AWI Constitution • Board Charter • Charter of the Committees of the Board • Board Nomination Committee Charter • Code of Conduct and Business Ethics • Corporate Governance Policy • Communications Strategy • Rules and Procedures Governing the Election of Directors • Statutory Funding Agreement AWI continues to review and develop these documents on a regular basis to ensure they remain relevant to the Company and encapsulate the high standards the Board and management are committed to achieving. 60 GOOD BUSINESS
AWI Annual Report 2016-17