Board charters and the Role of Management
It is the aim of the Company to meet best practice in corporate governance, with a Company framework designed to enable the Board to provide strategic guidance for the Company and effective oversight of management; and to clarify the respective roles and responsibilities of Board members and senior executives in order to facilitate Board and management accountability to both the Company and its shareholders; and to ensure a balance of authority so that no single individual has unfettered powers.
Role of the Board and its Membership
The Board is responsible for corporate governance of the Company. It oversees the business and affairs of the Company, establishes the strategies and financial objectives to be implemented by management and monitors standards of performance. Those responsibilities and the powers reserved to it are set out below in detail. The membership of the Board will be directed by the following requirements:
- The constitution of the Company specifies that there must be at least three Directors and no more than seven. The Board may determine the size of the Board within those limits.
- The Board must consist of a majority of non-executive Directors who satisfy the criteria for independence adopted by the Board.
- The Board should, collectively, have the appropriate level of personal qualities, skills, experience and time commitment to properly fulfil its responsibilities or have ready access to such skills where they are not available.
- The Board may establish committees to assist it in carrying out its responsibilities. The Board will adopt charters setting out the membership, administration, purpose, responsibilities and functions appropriate to that committee.
Role of the Chairman
In addition to his or her role as a Director, the role of the Chairman includes:
- Ensuring the Board provides leadership and vision to the Company;
- In conjunction with the Company Secretary, preparing the Board agenda;
- Leading the Board, including presiding over Board meetings and Company meetings and directing Board discussions to effectively use the time available to address the critical issues facing the Company;
- Ensuring Board minutes properly reflect Board decisions;
- Developing an ongoing relationship with the CEO, such that the Chairman is kept fully informed of important matters of interest to the Board;
- Acting as a mentor for the CEO;
- Facilitating the effective contribution of Directors including the commencement of the annual process of Board and Director performance evaluation;
- Promoting constructive and respectful relations between Board members and between Board and management;
- Together with one other non-executive Director facilitating the assessment of the CEO’s performance; and
- Fueling the ongoing effectiveness and development of the Board and individual.
Role of the CEO
The Chief Executive Officer (CEO) is responsible to the Board for the overall management and performance of the Company. The CEO should manage the Company in accordance with the strategy, plans, practices and policies approved by the Board to achieve the agreed objectives. In particular, the CEO’s responsibilities include:
- Being the conduit through which the Board is provided sufficient and relevant information to act effectively;
- Providing leadership to the Company and acting as the Company’s interface with its operating environment and the general business and investment community;
- Taking action to implement the Company’s corporate strategy, including being active in identifying new initiatives for consideration;
- Ensuring the Company’s policies are complied with;
- Referring all matters outside of the CEO’s delegation to the Board for approval;
- Other responsibilities as delegated by the Board from time to time.
All Directors will have access to the CEO.
Role of Individual Directors
The role of individual Directors includes:
- Contributing to Board activities to the best of their abilities and with the level of skill and care expected;
- Discharging their duties in good faith and honestly in the best interests of the Company;
- Using the power of office for proper purpose, in the best interests of the Company as a whole;
- Acting with the required care and diligence, demonstrating commercial reasonableness in their decisions;
- Avoiding conflicts of interest, not allowing personal interests, or the interests of any associated person, to conflict with the interests of the Company;
- Not making improper use of information gained through their position of Director;
- Making reasonable enquires to ensure that the Company is operating effectively, efficiently and legally toward achieving its objectives;
- Undertaking diligent analysis of all proposals placed before the Board;
- Serving on Board committees as required.
Role of Company Secretary
The Company Secretary is generally responsible for carrying out the administrative and statutory requirements of the Board by:
- Co-ordinating the development of the agenda in a timely and effective manner for approval by the Chairman;
- Ensuring, in conjunction with the CEO, that the Board papers are developed in a timely and effective manner;
- Ensuring the timely dispatch of the agenda and Board papers;
- Co-ordinating, organising and attending meetings of the Board and shareholders, and ensuring the correct procedures are followed;
- Drafting and maintaining minutes of Board and Company meetings;
- in conjunction with the CEO and senior management, carrying out the instructions of the Board and giving practical effect to the Board’s decisions;
- Working with the Chairman and CEO to establish and deliver best practice governance.
All Directors will have access to the Company Secretary.
Responsibilities of the Board
The full range of the Board’s responsibilities is extensive and in addition to the matters required by law, includes the following:
- ensuring the Company’s long term viability and enhancing the financial position;
- formulating and overseeing implementation of the Company’s corporate strategy;
- approving and monitoring the business plan, budget and corporate policies;
- monitoring and assessing performance of the Company and the Board itself;
- overseeing the risk management framework and monitoring of Company business risks;
- approving risk management policies and monitoring compliance with those policies; and
- monitoring developments in the industry and the operating environment.
Compliance / Legal Conformance
- understanding and protecting the Company’s financial position;
- requiring and monitoring legal and regulatory compliance including compliance with accounting standards, TPA, OH&S and environmental standards;
- reviewing and approving annual accounts, annual report and other public documents and sensitive reports;
- approval of and monitoring of financial and other reporting; and
- ensuring an effective system of internal controls exists and is operating as expected.
- establishing the Company’s vision, mission, values and ethical standards to be reflected in a Code of Conduct;
- monitoring compliance with ethical standards;
- delegating an appropriate level of authority to management and any changes to the delegations of the Board;
- demonstrating corporate leadership;
- assuming responsibility for the relationship with the CEO including his/her appointment, succession, performance assessment, remuneration and dismissal;
- ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer, Chief Operating Officer and the Company Secretary;
- overseeing aspects of the employment of the management team including remuneration, performance and succession planning;
- selecting auditors;
- recommending the appointment, and reviewing the performance, of Directors;
- appointing the members of Board committees;
- ensuring effective communication to shareholders, staff and other stakeholders;
- ensuring crisis management procedures are in place; and
- approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures.
Matters which are specifically reserved for the Board or its committees include the following:
- the issue of securities, subject to the requirements of the law ;
- appointment of a Chairman ;
- appointment and removal of the CEO and Company Secretary ;
- appointment of Directors to fill a casual vacancy or as additional Directors ;
- establishment of Board committees, their membership and authority ;
- approval of dividends ;
- corporate governance principles and policies;
- approval of major capital expenditure, capital management, and acquisitions and divestitures;
- calling of meetings;
- any other specific matter nominated by the Board from time to time.
The Role of Management
Management’s role and responsibility is to:
- recommend the strategic direction and translate the strategic plan into the operations of the business;
- assume day to day responsibility for the Company’s conformance with relevant laws and regulations and its compliance framework;
- achieve the performance targets set by the Board;
- develop, implement and manage the Company’s risk management and internal control frameworks;
- develop, implement and update the Company’s policies and procedures;
- be alert to relevant trends in the industry and the Company’s operating environment;
- provide sufficient and relevant information to the Board to enable the Board to effectively discharge its responsibilities;
- act as a conduit between the Board and the Company; and
- manage the Company’s human, physical and financial resources to achieve the Company’s objectives – essentially “RUN THE BUSINESS”.
Assistance to Board to Fulfil Roles and Responsibilities
Board members will be assisted by the Company to fulfil their roles and responsibilities in ways which include:
- the provision of induction materials for new Directors in order to gain an understanding of the Company’s financial, strategic, operational and risk position, their rights, duties and obligations and the role of Board committees;
- the offer by the Company of an indemnity under the terms of the Company’s constitution;
- professional development opportunities to update and enhance their skills and knowledge.
- This includes education concerning key developments in the Company and in the industry and environment within which the Company operates.
Conduct of Board Meetings
- Board meetings will be conducted in accordance with the constitution.
- A Chairman will be appointed in accordance with the constitution.
- The quorum will be set subject to final decision of the maximum number of Directors.
- Board meetings will be held at least six times a year at venues, dates and times agreed, where practical, an advance.
- In the ordinary course, Board and committee papers will be provided to Directors at least four clear business days before the meeting, unless the meeting has been called urgently.
- The agenda for each Board meeting will be approved by the Chairman of the meeting and where relevant, developed in consultation with the CEO, through the Company Secretary.
- Board and committee papers will contain sufficient and relevant information to enable Directors to efficiently discharge their responsibilities and to make informed decisions on each of the agenda items for consideration.
- The minutes of Board meetings will be circulated prior to the next meeting and will be confirmed at the next meeting and signed by the Chairman.
Corporate Governance Charter
The Corporate Governance Charter is to assist the Board in the effective discharge of its responsibilities for:
- ensuring the Company has appropriate ethical standards and corporate governance policies and practices;
- issuing an annual corporate governance statement;
- ensuring compliance with regulatory requirements for corporate governance.
Responsibilities and Functions
The following are intended to form part of the usual procedures for the committee’s purpose:
- prepare and review corporate governance policies in light of best practice, regulatory requirements and developments and the needs of the Company including policies for continuous disclosure and dealings in securities;
- Review the corporate governance statement for inclusion in the Company’s annual report in accordance with the Constitution;
- Prepare and review the Company’s ethical standards including its Code of Conduct;
- Consider the methodology for reviewing the performance of the Board, the Chairman and individual non-executive Directors;
- Make recommendations to the Board in relation to all of the above.
The Board will, at least once a year, review The Corporate Governance to determine its adequacy and effectiveness for current circumstances and recommend changes on appropriate responsibilities.
Code of Conduct
It is the Company’s objective to appropriately balance, protect and enhance the interests of its key stakeholders. Proper behaviour by the Company’s Directors, officers, employees and those the Company contracts to do work for it is essential in achieving this objective.
This Code of Conduct:
- sets out the standards of behaviour to apply to every aspect of the Company’s dealings and relationships both inside and outside of the Company;
- refers to policies, practices and procedures adopted by the Company to assist and guide the Company and its people to meet those standards;
- applies to the Directors, officers and employees and where relevant and to the degree to which it is able, the contractors of The Company.
- Meeting the standards means that each person who this Code applies to will take responsibility for conducting themselves in accordance with this Code in the context of their role in the Company Board.
Standards of Behaviour
The following standards of behaviour apply:
- Comply with the laws that govern the Company and its operations.
- Act honestly and with integrity and fairness in all dealings with others and each other.
- Avoid or manage conflicts of interest.
- Use Company assets properly and efficiently for the Company’s benefit.
- Contribute to the well being of the Company’s key stakeholders.
- Seek to be an exemplary corporate citizen.
Comply with the Laws that Govern the Company and its Operations
- The Company aims to act in each place it operates, in a manner which complies with both the letter and the spirit of the law.
- Directors, officers and employees need to be familiar with the duties and responsibilities applying to them under the laws relevant to the Company and in the context of their role in the Company.
- Directors, officers and employees are encouraged to:
- (a) ask for clarification and assistance about the application and interpretation of any lay;
(b) regularly update their knowledge of the law as it applies to their role with the Company and undertake relevant training or professional development as necessary.
Act Honestly and with Integrity and Fairness in all Dealings with Others and Each Other
- A conflict of interest arises when a person is tempted to prefer their own interests of the interests of others (such as relatives or friends) instead of the interests of the Company. In other words, a conflict of interest may occur where loyalties are divided.
- Directors, officer and employees should be familiar with the Company’s policy dealing with actual conflicts of interest and potential or perceived conflicts of interest.
Use Company Assets Properly and Efficiently for the Company’s Benefit
- The Company’s assets (such as information, equipment or funds) must be used properly and efficiently for the Company’s benefit to achieve its objectives and not for the advantage of others or to cause loss to the Company. There are policies that relate to use of Company assets.
- Directors, officers and employees will use their time effectively and efficiently in the context of their role in the Company.
- All Directors, officers and employees are subject to confidentiality arrangements aimed to protect the non-public information owned or used by the Company. The Company also has policies to protect data in the Company’s computer system.
- Directors, officers and employees should be familiar with the Company’s Share Trading Policy which ensures that sensitive Company information is not used inappropriately in dealing with Company shares and options.
Contribute to the Well Being of its Key Stakeholders
- The Company aims to foster a climate which governs innovation and diligence amongst its people by:
- encouraging participation in professional development to benefit the Company and the individual and to enable its people to better fulfil their roles in the Company. The Company has policies to support this commitment;
- adopting principles aimed to attract, retain and reward employees who assist the Company to achieve its objectives;
- encouraging personal development of its people for the benefit of the Company.
- The Company aims to be an employer of choice and to provide a family friendly work environment.
- The Company has policies and practices in place to provide and maintain a healthy and safe work place.
- The Company will seek to deliver shareholder value and wealth.
- The Company has adopted strategies to keep shareholders and other key stakeholders informed about the Company and its key developments. The Company has a policy to reflect this commitment.
Seek to be an Exemplary Corporate Citizen
- The Company will look for ways to support the communities in which it operates.
- The Company is committed to conducting its operations in an environmentally responsible manner and has a policy to support this.
- The Company is committed to constructive relations with indigenous communities.
Review of Policies
The Company has implemented policies and procedures. Copies can be found on the Company’s computer network or can be obtained from the Company Secretary. Directors, officers and employees are expected to be familiar with current policies and procedures and to comply with them at all times. There is a program to review and update policies and procedures. Any changes to the policies and procedures will be advised when they occur.
Compliance with this Code
Compliance with this Code requires genuine commitment and the cooperation of every person. This includes a responsibility on each person to report any breach or possible breach of this Code that a person becomes aware of. The type of breach or possible breach may range from dishonest behaviour, fraud, a breach of a law, improper conduct or an un-safe work practice.
A possible breach or breach of this Code should be reported to the Company Secretary, CEO or Chairman. There are laws to ensure that a person who makes a report will not be personally disadvantaged. The Company will endeavour to protect the privacy of the person making the report and keep the information reported in confidence so far as the issue reported allows. A person may choose to make a report anonymously.
Reports will be investigated. All Directors, officers and employees are expected to assist in any investigation. The type of action taken in relation to any breach will be determined by the nature of the breach. Action could include counselling, disciplinary action, and where appropriate, termination of employment. In cases of misconduct or a breach that involves criminal activity a report will be made to the relevant authority.
If there ay any questions or issues regarding this code or the Company’s policies and procedures, the Company Secretary should be contacted.
The Board will review this Charter at least once a year.
Director Selection and Appointment Process
Ultimately the Directors are elected by the shareholders of The Company. However, the Board plays an important role in the selection and recommendation of potential Directors for shareholder vote. While the Board has not delegated this function to a Board committee, the Remuneration & Nomination Committee has a role to consider succession planning issues generally in respect of the company. As such this committee from time to time may make recommendations to the Board concerning the selection and appointment of Directors.
Policy for Nomination and Appointment of Directors
The Constitution set out processes for the nomination of Directors. In addition to adhering to these requirements, the Board will regularly, but at least annually, review the size and composition of the Board to ensure that it continues to have the right mix of experience and competencies to fulfil its responsibilities effectively. The type of desirable competencies of Directors is set out below. The selection and appointment process is detailed below.
Selection and Appointment Process
In undertaking the review referred to above, the Board will determine if a Director should be appointed to the Board either as an additional Director or to fill a vacancy.
The Board may, with the help of external consultants, if necessary, and with internal industry experience, select a candidate or candidates. A candidate's suitability will be measured against the general criteria set out below. To meet the current needs of the company, and to best complement Board effectiveness, additional or specific criteria may be utilised.
A candidate selected by the Board will be approached by the Chairman with or without the CEO to determine his or her interest in joining the Board. The candidate will be given information about the role, responsibility, contribution and time commitment such an appointment would entail and the remuneration, terms and conditions of the appointment. A candidate for appointment as a non-executive Director must indicate if he or she has sufficient time to devote to the tasks required of a Director of the company.
If the candidate accepts an appointment, the Board will appoint the new Director during the year, and in accordance with the Constitution, that person will then stand for election by shareholders at the next annual general meeting of the company. Prior to the meeting, shareholders will be given the information required by law to consider the candidate for election.
Competencies – Criteria
The following broad categories have been identified as desirable competencies of Board members:
- industry knowledge or ability to acquire that knowledge;
- independence determined in accordance with the company’s policy on independence (where relevant);
- personal and professional integrity, good communication skills and ability to work harmoniously with fellow Directors and management;
- demonstrated and recognised knowledge, experience and competence in business including financial literacy;
- ability to analyse information, think strategically and review and challenge management in order to make informed decisions and assess performance.
The Company is committed to establishing and maintaining good relations with the communities in which it operates. As part of its involvement with these communities, the Company may donate cash or provide the use of company property, in support of various community groups/programs, subject to the conditions set out below:
- Must not exceed budgetary constraints (which are set annually by the Board);
- Are to be approved by the CEO, although these decisions may be delegated to the Chief Operating Officer;
- Should only be made when the association of the Company with the relevant community group will not tarnish the image of the company;
- Should only be made when the Company is confident it will be given appropriate recognition within the community (e.g. permanent signage/media report);
- Which exceed the annual budget are to be approved by the Board;
- To political parties/council members or individuals who are not part of a community group must be approved by the Board;
- Consideration should be given to the lasting nature of the donation. Donations of a tangible nature (that benefit the community for an extended period) are preferred.
Use of company property:
Can be approved by the Chief Operating Officer.
The Company is committed to the delivery of education and programs for the benefit of all candidates enrolled in its courses or buying its products and in a manner that protects the values of the natural and social environments in which it operates.
In fulfilling this commitment, The Company will:
- Conduct operations in compliance with applicable legislation, regulations and Codes of Practice.
- Ensure that all employees, including contractors, are aware of their role in implementing company environmental responsibilities, policies and commitments.
- Commit to developing an Environment Management System that specifies the Company’s objectives and targets and defines key work programs. Commit to pollution prevention and waste minimisation.
- Regularly audit and monitor environmental performance and initiate corrective actions to ensure targets are met.
- Work with the community with the aim of achieving mutually acceptable outcomes from all areas of operation.
The Environmental Policy covers all aspects of The Company operations.
Social Responsibility Policy
The Company is a company focusing on education. The Company recognizes that its future is dependent on its ability to carry on its business and to develop, operate and consistent with the principles of sustainable development, the protection of human life, health, the environment, and to being welcomed and accepted by the communities in which we operate.
The Company will:
- Respect the social, economic and cultural rights of indigenous people;
- Develop a Social Management Plan which identifies key objectives and targets and
- specifies time-based actions to meet the objectives.
- Communicate our performance in an accurate, transparent and timely manner;
- Adopt policies such as Employ Locally and Buy Locally where is makes business sense
- to do so;
- Consult stakeholders in matters that affect them;
- Seek to share our success by partnering with stakeholders to support appropriate
- community development programs;
- We understand the actions and conduct of every employee and
- contractor are the basis on which our stakeholders will evaluate our commitment to
- achieving the highest standards of social responsibility.
- Apply a gender diversity policy throughout all aspects of its business and encourage employees of all ethnicity and gender to form an integral part of the business of the Company.
- In addition to respecting the cultural rights of indigenous people the Company will formulate an indigenous action plan (IAP) including indigenous procurement guidelines meeting Commonwealth and State Government requirements and recommendations.
OCCUPATIONAL SAFETY AND HEALTH
The Company has a clear objective to continually improve its Occupational Safety and Health performance through risk management, consultation with employees and contractors and focused safety management programs.
In fulfilling the commitment, the company will:
Operate in compliance with applicable Legislation, Regulations and Codes of Practice.
- Recognise the individual and shared responsibility all have for Occupational Safety and Health.
- Develop an Occupational Safety and Health Management System to set objectives and targets, monitor safety and health performance, identify major risks and implement mitigation strategies aimed at reducing risk and risk taking behaviours.
- Audit safety and health performance against objectives and targets.
- Encourage a pervasive safety culture through recognition and promotion of good safety behaviours.
- Ensure that employees, contractors and their employees understand and abide by Company safety and health standards.
- Provide training and consultative mechanisms to ensure employees and contractors can contribute to maintaining a safe and healthy workplace.
- Implement a Company Rehabilitation Policy in order to support the needs of persons injured in the workplace.
- Accept that management has the ultimate responsibility for the implementation of this policy.
The Occupational Safety and Health Policy covers all aspects of Company operations.
Communication with Shareholders Policy
The Directors aim to ensure that the shareholders are informed of all information necessary to access the performance of the Company. Information on all major developments affecting the Company is to be communicated to the shareholders through:
- The Annual Report;
- Reports as required;
- The Annual General Meeting and other meetings called to obtain approval for Board action as appropriate. All shareholders who are unable to attend these meetings are encouraged to communicate issues or ask questions by writing to the Company;
- The Company’s website.