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Wool Stocktake : Annual Report 2006-07
CORPORATE REVIEW corporate governance The Board of AWI has instilled and will continue to instil a strong corporate governance culture throughout the organisation. The Board believes that this will enhance and improve AWI’s performance, maximise the organisation’s ability to achieve its primary mission of increasing the proﬁtability of Australian wool growing shareholders and protect the interests of other stakeholders such as the federal government. The Board acknowledges that it is responsible for the internal control framework of AWI. It recognises that no cost effective internal control system will preclude all errors and irregularities, but an effective corporate governance system will reduce these risks to a minimum. The system is based upon written procedures, policies and guidelines and upon organisational structures that provide an appropriate division of responsibility and the careful selection and training of qualiﬁed personnel. AWI has adapted the Australian Stock Exchange ( ASX) Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations March 2003 (Corporate Governance Principles) for use by the organisation. While the Corporate Governance Principles are not binding on AWI as a non-listed public company, the Board wishes to apply them to the greatest extent and highest standards practicable. The purpose of the Corporate Governance Principles are to: –Lay solid foundations for management and oversight by recognising and publishing the respective roles and responsibilities of the Board and management; –Structure the Board to ensure that it is of effective composition, size and commitment to adequately discharge its responsibilities and duties; –Promote ethical and responsible decision-making by the implementation of and compliance with the Codes of Conduct adopted by the Board; –Safeguard the integrity of ﬁnancial reporting; –Make timely and balanced disclosure of all material matters concerning AWI; –Respect the rights of shareholders and facilitate the effective exercise of those rights; –Establish a sound system of risk oversight and management internal control; –Encourage enhanced performance by fairly reviewing and actively encouraging Board and management effectiveness; –Remunerate fairly and responsibly by ensuring that the level and composition of remuneration is sufﬁcient and reasonable and that its relationship to corporate and individual performance is deﬁned; –Recognise legal and other obligations to all legitimate stakeholders. AWI’s corporate governance obligations are found in the following documents available on the company website at www.wool.com.au/corporatepublications: – AWI’s Constitution, approved by shareholders 21 November 2003 –Statutory Funding Agreement, signed on 28 June 2007 –Corporate Governance Policy, approved by the Board 17 June 2004 –Code of Conduct – Obligations to Stakeholders, approved by the Board 17 June 2004, amended 24 May 2006 –Board Charter, approved by the Board 17 March 2005 –Code of Conduct – Directors and Ofﬁcers, approved by the Board 17 March 2005 –Charters of the Committees of the Board, approved by the Board 17 March 2005 –Communications Strategy, approved by the Board 16 February 2006 –Rules and Procedures governing election of Directors, approved by the Board 17 February 2005, amended 24 May 2006 –Financial Authorities, approved by the Board April 2005. AWI has not provided any Director with an indemnity in the past 12 months. As approved by the shareholders, Directors and Ofﬁcers insurance has been arranged and the premium paid.
AWI Annual Report 2007-08