The company also recognises the importance of environmental and occupational
health and safety (OH&S) and is committed to the highest
levels of performance. To help meet this objective, the company has a programme
in place to ensure these issues are managed in a
structured manner, which will allow the company to:
• monitor its compliance with all relevant legislation;
• continually assess and improve the impact of its operations on the environment;
• encourage employees to actively participate in the management of environmental
and OH&S issues;
• work with trade associations representing the consolidated entity’s
businesses to raise standards; and
• use energy and other resources efficiently.
Internal audit
The internal auditors assist the Company in ensuring compliance with internal
controls and risk management programmes by regularly
reviewing the effectiveness of the above-mentioned compliance and control systems.
The Audit Committee is responsible for approving
and reviewing the programme of internal audit visits to be conducted each financial
year and for the scope of the work to be performed.
An independent review to assess and evaluate the quality of the internal audit
function is undertaken once every year. The Audit Committee
is responsible for recommending to the Board the appointment and dismissal
of the internal auditor. The internal audit function is
outsourced and has access to both the Chairman of the Board and the Chairman
of the Audit Committee.
Compliance, ethics and integrity
The company seeks to maintain high standards of integrity and is committed to ensuring that Wattyl conducts its business in accordance
with high standards of ethical behaviour.
The Board requires that employees comply with the spirit as well as the letter
of all laws and other statutory requirements governing the
conduct of Wattyl’s activities in each country in which it operates.
The Board has adopted a “Directors’ Code of Conduct” that is applicable to all directors.
The company has also adopted a “Code of Conduct” which is applicable
to all employees of the company and considers the interests of all
stakeholders.
Located on the company’s website www.wattyl.com.au in the Corporate Governance
section are the separate Codes of Conduct for
directors and the company as a whole.
The respective “Codes of Conduct” are consistent with ASX Corporate
Governance Recommendations 3.1 and 10.1. Internal monitoring
procedures remain a focus of management as required by ASX Corporate Governance
Recommendation 10.1.
Board committees
The Board has two committees, these being an Audit Committee and the Organisation & Remuneration
Committee, to assist in the
execution of its duties and to allow detailed consideration of complex issues.
Each of these committees has its own written charter setting
out its role and responsibilities, and the manner in which the committee is
to operate. All matters determined by committees are submitted
to the full Board as recommendations for Board consideration and decision.
The Board has determined it will act as the Nomination Committee. Given the
size of the Board with four (4) directors who currently are
non-executive, the Board considers that it can as a whole discharge the processes
as set out in ASX Corporate Governance
Recommendation 2.4.
When acting as the Nomination Committee the full Board will:
-conduct an annual review of the independence of directors;
-propose and consider candidates for Board vacancies;
-oversee the annual performance assessment program;
-oversee Board succession including the succession of the Chair;
-assess the effectiveness of the induction process for new directors; and
-review the structure, size and composition of the Board and assess whether
any changes are required.
The Board has a separate Organisation & Remuneration Committee that discharges
some of the duties that could otherwise be dealt with
by a Nomination Committee. This Committee is noted below.
Audit committee
Members
Michael Brown (Chair)
John Ingram
Mark Luby
Qualifications of audit committee members
Details of these directors’ qualifications and attendance at audit committee
meetings are set out in the director’s report on pages 24-39.
The membership of the Audit Committee consists of three (3) non-executive directors
who are independent. The Chairman of the
Committee is not the Chairman of the Board. The Committee determines the frequency
of meetings but as a minimum, meetings are held
at least four times per year. At least twice per annum the members of the Audit
Committee meet with the company’s internal and external
auditors in the absence of company employees and management. The Audit Committee
reports to the Board after each Committee
meeting. Papers and copies of the minutes are provided for all directors.
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