Corporate Governance Statement
For the year ended 30 June 2009
This Corporate Governance Statement indicates the Company’s conformance with the Australian Securities
(“ASX”) Corporate Governance Council’s, ” Exchange’s “ Corporate Governance Principles and Recommendations (2nd Edition: 2007), as required by the ASX Listing Rules.
The AVJennings Corporate Governance Statement is structured with reference to the ASX recommendations. Areas of non compliance will be disclosed under the relevant principle. All corporate practices within this report were in place for the entire year unless otherwise indicated. This Statement refers to documents that support the Company’s Corporate Governance framework and it is posted in the Corporate Governance section on the Company’s website: www.avjennings.com.au.
Lay solid foundations for management and oversight by the Board
Recommendation 1.1 of the ASX Corporate Governance Principles requires the Company to establish and disclose the functions reserved for the Board and those delegated to management. The roles and responsibilities of the Company’s Board, Board Committees and senior management have been established through Board approved Charters, which have been operational throughout the period and are disclosed on the Company’s website at www.avjennings.com.au.
All persons who are invited and agree to act as a Director of the Company do so by a formal letter of consent.
To assist it in carrying out its responsibilities, the Board has established several standing Board Committees of its members. Director appointments to Board Committees are by formal resolutions of the Board. The Chairman of each Committee reports on any matters of substance at the next full Board Meeting. Membership of Board Committees and attendance at Board and Committee meetings is tabulated in the Director’s Report section of this report.
The Board Committees are:
Risk Management Committee
The roles and responsibilities of the Chief Executive Officer and senior management are established through key performance objectives. They are assessed against those objectives on an annual basis, or more frequently if that is indicated. During the period the Nominations Committee has reviewed the performance of Board members.
82 AVJennings Limited ABN 44 004 327 771
The Remuneration Committee monitors the performance of the Chief Executive Officer. It also monitors the performance of the Chief Financial Officer and the Company Secretary in consultation with the Chief Executive Officer. The Chief Executive Officer assesses the performance of senior management and these assessments are reviewed by the Remuneration Committee. The process for evaluating the performance of senior executives is set out in the Remuneration Report section of the Company’s Annual Report.
The Board has also approved financial delegations and personnel delegations which cover specific areas of delegated responsibility to the Managing Director and senior management.
During the period, the Board has considered broad Corporate Governance matters, including the continuing relevance of existing committees and its own performance and reaffirmed its belief that the Committee structures provided sound oversight of Management, by the Board.
PRINCIPLE 2: Structure the Board to add value Directors
The Board determines its size and composition, subject to its Constitution and Section 201A of the Corporations Act 2001 which stipulates that a public company must have at least three Directors.
The Board has adopted guidelines concerning its composition. For the time being, the Board has determined that there shall be at least five Directors, increasing where additional expertise is required. The current Directors of the Company are listed in the Directors’ Report of the Company’s Annual Report with a brief description of their qualifications, experience, special responsibilities and status as Executive, Non-Executive or Independent Director.
The Board includes both Executive and Non-Executive Directors with a majority of Non-Executive Directors. The Non-Executive Directors include both independent and non-independent Directors. There is a strong element of independence on the Board, with four of the six Non-Executive Directors being independent, determined in accordance with the ASX guidelines on independence. The other two Non- Executive Directors, who represent SC Global Developments Limited, a substantial shareholder, have no involvement in the operational management of the Company. The Managing Director is an Executive Director.
The Chairman of the Board is selected by the full Board. The current Chairman of the Board, Mr Simon Cheong, is also Chairman of the Board of a substantial shareholder, SC Global Developments Limited. Although there is no lead Independent