Corporate governance statement (continued)
A copy of the Audit Committee Charter is located on the company’s website at www.wattyl.com.au in the Corporate Governance section.
The existence of a separate Audit Committee as set out above complies with
ASX Corporate Governance Recommendations 4.2 and 4.3.
The Board believes that it has in place processes to safeguard the integrity
of its financial reporting consistent with ASX Corporate
Governance Recommendations 4.1 to 4.4.
The Audit Committee has the following responsibilities:
•
acts as an interface between the Board of Directors and the external auditors
and in particular to:
–
review the periodic statutory accounts and reports of the company with the
external auditors;
–
review the external audit plan;
–
review reports prepared by the external auditors relating to the audit and
recommendations in respect of internal controls; and
–
review the independence of the external auditor;
•
provides the Board with an assessment of the external auditor’s performance
and independence and the appropriateness of their
costs;
•
makes recommendations for the selection, appointment, rotation or removal of
an external audit partner;
•
reviews with management, and reports to the Board on, the preparation of the
periodic statutory accounts and reports of the
company;
•
reviews the systems in place which are aimed at ensuring accounting records
are properly maintained in accordance with statutory
requirements and accounting policies comply with generally accepted accounting
standards;
•
assesses the performance and objectivity of the internal audit function; and
•
monitors the procedures in place that are aimed at ensuring the company is
complying with the Corporations Act and the
ASX Listing Rules.
Organisation & remuneration committee
Members
Patricia Akopiantz (Chair)
John Ingram
John Nolan
The Organisation & Remuneration Committee meets regularly to consider compensation
policy, review people management processes and
recommend senior executive compensation to the Board. The Committee determines the frequency of meetings but as a minimum,
meetings are held at least four times per year.
The Board, acting on reports from the Organisation & Remuneration Committee,
determines senior executive compensation, including that
of the Managing Director, as part of its annual performance review having regard
to comparative remuneration and independent advice.
This process results in a judgement on the levels and form of compensation
appropriate to attracting, motivating and retaining executives
capable of managing the company’s business both in Australia and overseas.
Dr Nolan as Managing Director does not participate in
Committee discussions in relation to his remuneration.
The Committee also reviews management succession planning, including the implementation
of all appropriate executive development
programmes. The role of this Committee is defined in greater detail in the
remuneration report included in the Directors’ Report on page 27.
The structure and disclosure of the company’s remuneration arrangements
is consistent with ASX Corporate Governance
Recommendations 9.1, 9.2, 9.3, 9.4 and 9.5. The remuneration framework for
directors is set by the Board as a whole.
Corporate reporting
The Managing Director and Finance Director have certified to the Board that
the company’s financial reports present a true and fair view, in
all material respects, of the financial condition and operational results of
the company and are in accordance with applicable accounting
standards.
This certification as set out above complies with ASX Corporate Governance Recommendation 4.1.
As required by ASX Corporate Governance Council Recommendation 7.2 the Managing
Director and the Finance Director have provided a
certificate to the Board of Wattyl Limited in relation to the integrity of
the company’s financial statements. The certificate sets out the
following:
a) the Company has in place a system of risk management and internal compliance
and control systems which, in all material respects,
implements the policies adopted by the board of directors;
b) the risk management and internal compliance and control systems to the extent
they relate to financial reporting are operating
effectively in all material respects; and
c) nothing has come to management’s attention since 30 June 2007 that
would indicate any material change to the statements in (a) and
(b) above.
Management is committed to the continual improvement of the Company’s
risk management and internal compliance and control systems.
Certain areas for improvement have been identified and are being worked on
and management is continuing to review all processes to
ensure that risk and internal control is managed effectively.
Policy regarding independence of auditors
The Board of the company is cognisant of the requirement to preserve the independence
of the company’s external auditors. Accordingly,
the Board has adopted policies concerning the services provided by external
auditors. These policies are designed to minimise the risk of
auditor independence being compromised through financial dependence and familiarity.
The Board has established authority levels for the engagement of firms providing external audit services to provide non-audit services as
they apply to the Audit Committee and the Finance Director. Approval is required
prior to a commitment being made.
As a general rule non-audit services are not to be utilised from the external
auditor in order to avoid the possibility of self-review and to
ensure independence. In certain situations the provision of non-audit services
by the external auditor may be arranged with the written
approval of the Audit Committee for amounts in excess of $100,000 or the Finance
Director for amounts under $100,000.
The company requires that the audit partner servicing the company be rotated
at least once every five (5) years. The Audit Committee will
review annually the external auditor’s internal procedures to ensure
they remain independent. Such a review would normally include
obtaining written confirmation from the external auditors that they have conducted
an annual internal review of their independence.
A copy of the company’s policy in relation to external auditors is located
on the company’s website at www.wattyl.com.au in the Corporate
Governance section.
The policy on rotation of audit partners is consistent with ASX Corporate Governance Recommendation 4.4.
Shareholder communications
Wattyl is committed to effective and timely communication with its shareholders.
Continuous disclosure
The Corporations Act 2001 and the ASX Listing Rules require that a listed
company disclose to the market matters which could be
expected to have a material effect on the value of the company’s securities.
Wattyl recognises that its announcements to the ASX are the
primary method of informing the market and its shareholders.
Wattyl has procedures in place to ensure that all price sensitive information
that requires disclosure is promptly reported to the Managing
Director and the Finance Director. All of the direct reports to the Managing
Director prepare a monthly report to the Managing Director on
their business units or areas of responsibility. The Company Secretary is responsible
for communications with the ASX and for ensuring that
such information is not released to any person until the ASX has confirmed
its release to the market.
To ensure that each shareholder has equal access to all material information
released by Wattyl pursuant to the Continuous Disclosure
regime, Wattyl ensures that all such announcements are released to the ASX
and (following receipt of ASX confirmation that the
announcement has been released to the market) placed on the company’s
website at www.wattyl.com.au. When analysts are briefed on
aspects of the company’s operations or financial results, the material
used in the presentation is simultaneously released to the ASX and is
then posted on the company’s website.
The company’s continuous disclosure policy is set out on the company’s website at www.wattyl.com.au in the Corporate Governance section.
The company’s disclosure policy is consistent with ASX Corporate Governance Recommendation 5.1.
Annual General Meeting
The Annual General Meeting of the company will be held on 26 October, 2007
at 2.30 pm at the Sydney Harbour Marriott, Thomas
Keneally Room, 30 Pitt Street, Sydney, New South Wales, Australia.
Full details of the meeting are contained in the Notice of Annual General
Meeting sent with this Annual Report.
Wattyl intends to make full use of the forum of the Annual General Meeting
to inform shareholders of all current developments at Wattyl and
to provide an opportunity for shareholders to ask questions of the Board, the
Managing Director and of the company’s Auditor.
The company’s external auditor attends the Annual General Meeting and
is available to answer questions from shareholders about the
conduct of the audit and the preparation and content of the audit report.
This practice complies with ASX Corporate Governance Recommendation 6.2.
The company’s shareholder communication policy is set out on the company’s
website at www.wattyl.com.au in the Corporate
Governance section.
The shareholder communication policy is consistent with ASX Corporate Governance Recommendation 6.1
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