Corporate governance statement
The directors of Wattyl Limited aspire to the highest standards of corporate
governance,
which are fundamental to business integrity and performance.
In determining what is best practice governance for Wattyl, the Board has
taken into account the Australian Stock Exchange (ASX)
'Corporate Governance Council, Principles of Good Corporate Governance and
Best Practice Recommendations' of March 2003, the
Corporations Act 2001 (including CLERP 9 amendments) and other related best
practice guidelines. The Board's philosophy is to adopt
principles, practices and recommendations that are in the best interests of
Wattyl's stakeholders.
Consistent with the ASX Best Practice Recommendations, Wattyl's corporate
governance practices are regularly reviewed and are available
in the Corporate Governance section on Wattyl's website www.wattyl.com.au.
An outline of the main Corporate Governance Principles and Practices Wattyl
has had in place during the year is set out below.
Board mission and responsibilities
The role of the Board is to provide strategic direction and good governance of the company. The Board also reviews the company’s control
and accountability framework.
The directors are responsible to the shareholders for the performance of the
company in both the short and the longer term and seek to
balance these sometimes competing objectives in the best interests of the company
as a whole. Their focus is to enhance the interests of
shareholders and other key stakeholders and to ensure the company and its controlled
entities are properly managed.
Day to day management of the company’s affairs and implementation of
corporate strategy and policy initiatives are delegated by the
Board to the Managing Director and senior executives.
The Board takes ultimate responsibility for Corporate Governance. The functions
reserved for the Board are to:
•
review and approve corporate strategic direction, business plans, budgets and
financial policies;
•
oversee and monitor organisational performance and reporting including approval
of the annual and half-year financial reports and
liaison with the company’s auditors;
•
select, monitor and evaluate the Managing Director and oversee and monitor
the performance of other senior management;
• approve and monitor the progress of major capital expenditure, capital
management, and major corporate initiatives;
• oversee risk management policies, practice and performance;
• oversee compliance and governance policies and practices and ensure
the company’s business is conducted legally,
ethically and responsibly;
•
regularly assess the objectives, composition and performance of the Board,
its sub-committees and each of its members; and
•
represent the interests of and report to shareholders.
Established procedures at Board, Corporate and Business Unit level are designed
to safeguard the company’s assets and interests as well
as ensuring the integrity of its reporting. These include accounting, financial
reporting and internal control policies and procedures, which
are set by the Board. To ensure an efficient and timely reporting process,
the Board meets at least 10 times a year. The Board receives
regular and detailed monthly and financial reports in the format agreed to
by the Board.
The company’s Board responsibilities as set out above comply with ASX Corporate Governance Recommendation 1.1.
Board composition
The Board presently consists of six (6) directors, four (4) of whom are non-executive
directors, the fifth director being the Managing Director
and the sixth being the Finance Director. The Chair is an independent director
who has been elected by the full Board. It is the policy of the
Board that the majority of its members are independent non-executive directors.
Director First appointed Non-executive Independent Seeking election
or re-election at 2007 AGM
John Ingram
(Chairman) 2001 yes yes yes
John Nolan
(Managing Director) 2005 no no n/a
Urs Meyerhans
(Finance Director) 2004 no no no
Michael Brown 2003 yes yes yes
Patricia Akopiantz 2005 yes yes no
Mark Luby 2007 yes yes yes
The Board has two (2) executive directors, the Managing Director and the Finance
Director, who both have a contract of employment with
the company that sets out their respective job descriptions.
The contracts of employment for the Managing Director and the Finance Director
comply with ASX Corporate Governance
Recommendations 1.1.
The Board is cognisant of the need to have Board members with a mix of different
abilities and experience who will make a positive
contribution to the company. The composition of the Board is structured to
provide expertise in all facets of management and corporate
governance. Wattyl believes the Board should be an active partner with management
in delivering value to shareholders. Board members
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