Corporate governance statement
The Board of Directors of Iatia Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Iatia Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
Iatia Limited’s corporate governance principles and policies are therefore structured with reference to the Corporate Governance Council’s best practice recommendations, which are as follows:
- Lay solid foundations for management and oversight.
- Structure the Board to add value.
- Promote ethical and responsible decision making.
- Safeguard integrity in financial reporting.
- Make timely and balanced disclosure.
- Respect the rights of shareholders.
- Recognise and manage risk.
- Encourage enhanced performance.
- Remunerate fairly and responsibly.
- Recognise the legitimate interests of stakeholders.
1. Lay solid foundations for management and oversight
As the Board acts on behalf of and is accountable to the shareholders, the Board seeks to identify shareholders’ expectations, as well as other regulatory and ethical expectations and obligations. It is also responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.
The Board has delegated the responsibility for operating and administering the consolidated entity to the executive team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess their performance. Within this setting, the executive team regularly reports to the Board on all operational and financial matters.
The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved. In addition to establishing Committees these mechanisms include:
- Approving a strategic plan, which encompasses the entity’s vision, mission, and strategy statements, designed to meet stakeholders’ needs and manage business risk.
- Implementing operating plans and budgets by management and Board monitoring of progress against budget.
2. Structure the board to add value
Board composition
The Board composition is determined according to the following principles and guidelines:
- the Board should have at least three directors;
- the chairperson must be a non-executive director;
- the Board should comprise directors with an appropriate range of qualifications and expertise; and
- the Board shall meet as often as required for the effective operation of the company and follow meeting guidelines set down to ensure all directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.
When determining whether a non-executive director is independent the director must not fail any of the following tests:
- less than 10% of company shares are held by the director and any entity or individual directly or indirectly associated with the director;
- within the last three years the director has not been employed in an executive capacity with any member of the consolidated entity; and
- none of the director’s income or the income of an individual or entity directly or indirectly associated with the director is derived from a contract with any member of the consolidated entity other than income derived as a director of the entity.
Whilst at present the company does not maintain a majority of independent directors, it is the policy of the Board to maintain at least a balance of non-executive directors and executive directors. The Board comprises four non-executive directors, including the Chairman of the Board and Chairman of the Audit Committee, and one executive director.
Directors have the right to seek independent advice in the furtherance of their duties as directors at the company’s expense. Approval must be obtained from the Chairman or Board prior to incurring any expense on behalf of the company.
Given the size of the Board, the Board has not established a Nomination Committee. The responsibility for the appointment of Directors and review of Board succession plans is undertaken by the Board. The evaluation of the Board’s performance is undertaken by the Chairman of the Board.
3. Promote ethical and responsible decision-making
The company has not established a formal code of conduct. At present there are four employees, one of which is a director of the company. Directors and staff are expected to act ethically and responsibly at all times to ensure the protection of and proper use of the company’s assets and compliance with laws and regulations.
The company does not have a formal policy concerning the trading in company securities by directors, officers and employees however trading in company securities should only occur in circumstances where the market is considered to be fully informed of the company’s activities.
4. Safeguard integrity in financial reporting
Audit Committee
The Board has established an Audit Committee, which operates under a charter approved by the Board. The Committee provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. The Audit Committee’s membership must comprise at least one non-executive Director and one-executive Director.
The Audit Committee meets at least every six months and is responsible for:
- the review of accounting policies;
- the detailed review of the company’s annual, half yearly financial reports;
- the effectiveness of accounting and internal control systems;
- addressing the findings of the external auditors;
- the assessment of the scope, quality and cost of the external audit;
- identifying areas of operation, regulatory and legal risk and recommending procedures to the Board to ensure those risks are effectively managed; and
- ensuring that conflicts of interest do not arise from services provided by the company’s external advisors.
The external auditors are invited to attend meetings at the discretion of the Committee.
The current Audit Committee memeber are Keith Nugent (Chairman), Brian Powell and Felix Thiang.
5. Make timely and balanced disclosure
The Board is aware of the continuous disclosure requirements of the ASX and have procedures in place to disclose any information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities.
The Chief Executive Officer and Chairman are authorised to make statements and representations on Iatia Limited’s behalf. The Company Secretary is responsible for overseeing and coordinating the disclosure of information to the ASX, analysts, stockbrokers, shareholders, the media and the public.
6. Respect the rights of shareholders
The Board aims to ensure that all shareholders, on behalf of whom they act, are informed of major developments affecting the affairs of the company. Information is communicated to the shareholders through the annual and half year reports, disclosures made to the ASX, notices of meetings and occasional letters to shareholders where appropriate.
7. Recognise and manage risk
The Board has procedures in place to recognise and manage risk. Monthly reporting of financial performance, position and cash flow is in place as are policies to manage other business risks.
The Chief Executive Office and Chief Financial Officer both sign statements to the Board for the full and half year financial reports confirming that:
- The Company’s financial reports present a true and fair view, in all material respects of the Company’s financial condition and operational results and are in accordance with relevant accounting standards;
- The statement given above is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and
- • The Company’s risk management and internal compliance and control system is operating efficiently in all material respects.
8. Encourage enhanced performance
The Chairman annually reviews the performance of all directors in order to ensure the Board continues to discharge its responsibilities in an appropriate manner. Directors whose performance is unsatisfactory are asked to retire.
Performance of the company’s executive team is reviewed at least annually by the Chief Executive Officer against individual performance targets and the company’s overall objectives. Annually the Remuneration Committee reviews the performance of the entire senior management team.
9. Remunerate fairly and responsibly
Remuneration policies
The remuneration policy, which sets the terms and conditions for the executive team, was developed by the Remuneration Committee and was approved by the Board. All executives receive a base salary, superannuation and performance incentives. The Remuneration Committee reviews executive packages at least annually by reference to company performance, executive performance, comparable information from industry sectors and where necessary independent advice.
Executives are also entitled to participate in the employee share and option arrangements.
Remuneration Committee
The Board is responsible for determining and reviewing compensation arrangements for the Directors themselves and the executive team. The Board has established a Remuneration Committee to assist this process.
There are no schemes for retirement benefits other than statutory superannuation for non-executive directors.
10. Recognise the legitimate interests of stakeholders
The Board recognises the legitimate interests of shareholders, employees and other stakeholders.