Microsoft Word - ASX announcement 2016-16 Corporate Governance Statement
ASX Announcement 30 March 2016
Corporate Governance Statement
Please find attached, Alumina Limited's 2015 Corporate Governance Statement, a copy of which is located in the Governance section of the Company's web site.
Stephen Foster Company Secretary
30 March 2016
Alumina Limited
GPO Box 5411, Melbourne Victoria 3001 Australia
ABN 85 004 820 419
aluminalimited.com
Level 12, IBM Centre
60 City Road, Southbank Victoria 3006 Australia
tel +61 (0)3 8699 2600
fax +61 (0)3 8699 2699
Prepared
2015 CORPORATE GOVERNANCE STATEMENT
The following statement describes Alumina Limited's corporate governance framework, policies and practices. The governance framework is approved by the Board of Directors and management is generally responsible for its implementation.
This statement relates to the financial year ended 31 December 2015 and is accurate and up to date as at 15 March 2016. This statement has been approved by the Board.
APPROACH TO CORPORATE GOVERNANCE
When Alumina Limited considers its corporate governance responsibilities it takes into account:
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analysing and adopting best practice governance principles and practices
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overlaying its business philosophy and practices with its ethical values and principles
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prudent delegation of responsibilities
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appropriate systems, processes and authorities, responsible delegation of duties and authorities and internal controls.
WEBSITE
The Company's website (www.aluminalimited.com/governance) contains more detailed information on Alumina Limited's Board and Committee Charters and corporate governance policies and practices.
COMPLIANCE WITH CORPORATE GOVERNANCE CODES
Alumina Limited is a listed company on the Australian Securities Exchange (ASX) and trades on the OTC Market in the US. Alumina Limited meets each of the requirements of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).
Refer to the Appendix 4G lodged by Alumina Limited with the ASX, which sets out the extent of compliance with each ASX Recommendation and specifies where relevant corporate governance disclosures can be found.
Alumina Limited deregistered from the US Securities Exchange Commission (SEC) effective from 2 June 2015.
GOVERNANCE FRAMEWORK
GOVERNANCE GUIDELINES
VALUES AND CODE OF CONDUCT BOARD AND COMMITTEE CHARTERS
GOVERNANCE OVERSIGHT
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AUDIT AND RISK MANAGEMENT COMMITTEE
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NOMINATION COMMITTEE
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COMPENSATION COMMITTEE
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Responsibilities
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Responsibilities
& Committee competencies
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Responsibilities
& practice
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Financial management & reporting
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Internal controls
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Risk management framework
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Audit strategy & performance
BOARD OF DIRECTORS
DELEGATION AND CONTROLS
DELEGATED AUTHORITIES CORPORATE GOVERNANCE AND INTERNAL CONTROLS
CHIEF EXECUTIVE OFFICER
Senior Management - Management Committee
ETHICAL & ACCOUNTABLE WORK PRACTICES
SHAREHOLDER VALUE
GOVERNANCE GUIDELINES - PROMOTING ETHICAL CONDUCT AND BEHAVIOUR
Alumina Limited's Corporate Governance Framework is driven by its corporate values and Code of Conduct. These are the defining ethical boundaries of the Company and from which its corporate culture is derived. These standards apply to the Company's directors, Chief Executive Officer (CEO), senior executives and other employees. Training on the Code of Conduct is conducted annually and directors, the CEO, senior executives and other employees are required to certify that they understand and agree to abide by these standards.
Alumina Limited also has a Sustainability Policy that outlines our commitment and goals towards sustainable business practices in relation to the Company, AWAC and our stakeholders.
The Company's values are detailed in full on our website at www.aluminalimited.com/values-and-code-of-conduct.
Alumina Limited's Code of Conduct provides guiding principles for directors, CEO, senior executives and other employees conducting themselves in daily business:
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We will be honest and ethical in all of our actions and relationships and act in the interests of the shareholders.
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As a minimum, we will observe the rule and intent of all relevant governmental laws, regulatory and professional rules and guidelines.
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We will maintain an appropriate level of confidentiality at all times with respect to Company, employees and business associates' information.
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We will act fairly, be honest, open, and accountable in all dealings with internal and external parties.
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We will avoid situations in which individual personal interest may conflict with the interest of the Company and communicate any real or potential conflicts of interest to the Board.
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We will maintain all records of the Company to be accurate, in accordance with applicable procedures and accounting
standards and that financial information is complete, fair, timely and understandable.
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Where commercially prudent, financial information will be openly available to internal and external users.
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We will maintain systems of sound internal controls and procedures, and act in a manner to protect the Company's assets, appropriately manage risk and ensure financial information is complete and accurate.
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We will uphold the Company's values and principles as reflected in this Code, the Company's policies, standards and charters.
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We will not use the corporate privilege of information, position or property for the purposes of personal gain or competing with the Company.
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In fostering ethical, fair and legal behaviour, we encourage officers and employees to report any questionable practice. Reprisals against people for reports made in good faith will not be tolerated.
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Any request for a waiver of the provisions of this Code may only be considered by the Company's Board of Directors. Any waiver granted will be promptly disclosed on the Company's website.
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Any suspected violations of this Code should be reported promptly to the Chairman of the Company's Board of Directors. Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.
The Company also has an International Business Conduct policy that provides guidance in international business activities and the ethical and governance expectations of employees, directors and intermediaries. Training is conducted annually including review of intermediaries.
Alumina Limited's governance management is also guided by the scope, roles and responsibilities of the Board and its Committees, as defined in their respective Charters (for more information, refer to page 4 of this statement).
GOVERNANCE OVERSIGHT
Board responsibilities and delegation of authority
The principal role of Alumina Limited's Board of Directors is protecting and furthering the interests of shareholders by
overseeing the strategic direction of the Company. The Board is guided by its Charter that establishes the role and specific responsibilities and authority of the Board of Directors.
The primary responsibilities of the Board are to:
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appoint the CEO
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monitor the performance of the CEO and senior executives
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formulate Alumina Limited's strategic direction and monitor its execution
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monitor and optimise business performance
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approve Alumina Limited's external financial reporting.
Matters specifically reserved for the Board and its Committees are:
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appointment of the Chairman of the Board and the CEO
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approval of dividends
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appointment of directors to fill a vacancy or an additional director
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call meetings of shareholders
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issue of securities of the Company.
The scope of authority delegated to the senior management team (CEO level and immediate management (senior executives) level below the CEO) for managing the day-to-day affairs of the Company is defined within the Board Charter and Company Policies. The Charter expressly states matters that cannot be delegated by the Board or its Committees. The level and scope of management's delegated authority is further described
in the Company's Group Authorities Schedule. The Group Authorities Schedule is reviewed on an annual basis to ensure that delegations are appropriate and that control systems are effective.
In 2015 our Senior Management team consisted of Peter Wasow, CEO; and senior executives Chris Thiris, Chief Financial Officer (CFO); Stephen Foster, General Counsel/Company Secretary and Andrew Wood, Group Executive Strategy & Development.
Senior Executives are defined as those people within the Company who participate in developing strategy and make decisions that put into effect the approved strategies that influence the whole
or a substantial part of the business. Management meetings are typically conducted on a weekly basis to communicate and assess progress against key objectives and co-ordinate effort to create business synergies.
Alumina Limited's Board Charter and other Company Policies are included in full in the Governance section of our website at www. aluminalimited.com/governance.