Corporate Governance Statement
For the year ended 30 June 2009
being present. In addition, the Internal Auditor reports directly to the Audit Committee and the Committee meets privately with the Internal Auditor at least once per year.
The Minutes of each Committee meeting are circulated after the meeting and the signed minutes tabled at the subsequent meeting of the Committee. The Chairman of the Committee is available to report on or answer questions about the Committee’s conclusions and recommendations to the Board. The Committee meets at least four times during the year.
The Company has a policy on the provision of auditing and related services. The Committee is satisfied on the level of independence of the External Auditor.
During the reporting period, the Company had its 2008 Annual Report and Audit Committee Charter posted on its website. The Annual Report has details of the Audit Committee’s membership and the number of meetings held and attended.
PRINCIPLE 6: Respect the rights of Shareholders
The Company endeavours to keep its Shareholders fully informed of matters likely to be of interest to them. It does this through:
Reports to the ASX, SGX and the press;
Half and full year profit announcements;
Investor briefings and information provided to analysts (which are released to the ASX and SGX prior to being provided to the analysts);
Continuous disclosure to the ASX pursuant to the ASX Listing Rules and notification of the same information to the SGX; and
Posting all the above and any other notifications made by the Company to Shareholders, on its website.
The Company’s website – www.avjennings.com.au has a section titled “Shareholders” with sub sections on:
The Board receives regular reports about the financial condition and operational results of the Company throughout the year. In relation to the half year and annual Financial Statements, all Key Management Personnel are required to sign off on the systems and processes within their area of responsibility. This procedure supports the Managing Director and Chief Financial Officer in their certification to the Board in effect stating that the Company’s accounts present a true and fair view, in all material aspects, of the Company’s financial condition and operational results and accord with the relevant accounting standards.
The Company’s previous Annual Financial Reports and Half Yearly Reports;
The Company’s share price on the ASX – provided by a link to the ASX web site;
Announcements made to the ASX and SGX;
Copies of investor presentations;
Corporate Governance Charters and Policies including a Shareholder Communication Policy;
Terms and conditions of the
Reinvestment Plan; and
PRINCIPLE 5: Make timely and balanced disclosure
A continuous disclosure regime operates throughout the Group. Policies and Procedures are in place to ensure matters that a person could reasonably expect to have a material effect on the share price are announced to the ASX and Singapore (SGX) Exchange in a timely manner. These policies and procedures have been formally communicated to all relevant staff. The Company Secretary is the nominated Continuous Disclosure Officer. The Board is advised of any notifiable events. The Board approves, or is advised of, all releases that are made to the ASX and the SGX. All announcements made by the Company are posted on the Company’s website in the “Shareholder” section.
At the Annual General Meeting, the Chairman encourages questions and comments from Shareholders and seeks to ensure the Meeting is managed to give the maximum number of Shareholders an opportunity to participate. In the interests of clarity, questions on operational matters may be answered by the Chief Executive Officer or another appropriate member of senior management.
The External Auditor attends the Company’s Annual General Meeting and is available to respond to questions about the conduct of the audit and the preparation and content of the Independent Audit Report.
PRINCIPLE 7: Recognise and manage risk
The Board has ultimate responsibility for the risk management, compliance and control functions across the Group. These functions are aligned with the Company’s strategy and business objectives.