Board & Governance
The Board has adopted the Principles of Good Corporate Governance Charter, Code of Conduct and a comprehensive set of Board policies regarding Independence and Conflicts of Interest, Risk Management, Board Performance Evaluation, Managing Director Performance Evaluation, Continuous Disclosure, Securities Trading and an Audit Committee Charter to assist to discharge its corporate governance responsibilities as published by the ASX Corporate Governance Council.
The CSG Board is responsible for ensuring the existence of an effective corporate governance environment to safeguard the interests of the Company, its shareholders and, to the extent consistent with this primary duty, also take into account the interests of staff, clients and all other stakeholders in the company.
The Board meets regularly and is responsible for providing strategic direction, identifying significant business risks, approving major investment proposals and acquisitions, establishing goals and monitoring the achievement of these goals.
The Board is responsible for establishing criteria for Board membership, reviewing Board membership and the non executive Directors are responsible for nominating Directors for appointment to the Board.
Candidates initially appointed by the Board must stand for election at the next general meeting of shareholders. The company also has a Directors’ Code of Conduct which sets out standards to which each director will adhere whilst conducting his or her duties.These codes require a Director, amongst other things, to:
- act honestly, in good faith and in the best interests of the Company as a whole;
- perform the functions of office and exercise the powers attached to that office with a degree of care and diligence that a reasonable person would exercise if he or she were a director in the same circumstances; and
- consider matters before the Board having regard to any possible personal interests, the amount of information appropriate to properly consider the subject matter and what is in the best interests of the Company.
The role of the Audit Committee is to assist the Board in discharging its obligations with respect to ensuring the integrity and reliability of information prepared for use by the Board and the integrity of the Company’s internal controls affecting the preparation and provision of that information in determining policies or for inclusion in the financial report.
The Audit Committee:
- is the focal point of the communication between the board, management and the external auditor;
- recommends and supervises the engagement of the external auditor and monitors auditor performance;
- reviews the effectiveness of management information and other systems of internal control;
- reviews all areas of significant risk and arrangements in place to contain those to acceptable levels of financial exposure;
- reviews the year end and interim financial information and ASX reporting statements;
- monitors the internal controls and compliance with the Corporations Act, ASX Listing Rules, reviews external audit reports and ensures prompt remedial action;
- reviews the company’s financial statements (including interim reports) and accounting procedures; and
- consider matters before the board having regard to any possible personal interests, the amount of information appropriate to properly consider the subject matter and what is in the best interests of the company.
The Nomination and Remuneration Committee comprises the Chairman, Managing Director and one non-executive Director and is responsible for reviewing and recommending the remuneration packages applicable to the board members and Managing Director.
The Managing Director determines the remuneration packages for the senior executives of the company in accordance with compensation guidelines set by the board. The board remuneration policy has been developed to ensure that remuneration packages properly reflect each person’s duties and responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest quality.
There is an annual evaluation of the board, including directors and committees. The board nomination policy was developed to ensure that the composition of the board is regularly reviewed, including reviewing issues such as identifying and selecting nominees and succession planning.
When a board vacancy occurs or where it is considered that the board would benefit from the services of a new director with particular skills, the non-executive Directors and the Managing Director will review potential candidates, with advice from external consultants if necessary, and then recommend candidates to the board.
The board then appoints the most suitable candidate. The company’s remuneration policy links the nature and amount of executive directors’ and officers’ emoluments to the company’s financial and operational performance.