Home' Select Harvests Annual Report : 2014 Contents SELECT HARVESTS ANNUAL REPORT 2014
Corporate Governance Statement
This statement outlines the key
corporate governance practices of the
Company which considers the ASX
Principles of Good Corporate
Governance and Best Practice
Recommendations issued by the ASX
Corporate Governance Council. During
the reporting period, the company has
been compliant with the ASX Guidelines.
These principles are:
Principle 1 – Lay solid foundations
for management and oversight
Principle 2 – Structure the board
to add value
Principle 3 – Promote ethical and
responsible decision making
Principle 4 – Safeguard integrity
in financial reporting
Principle 5 – Make timely and balanced
Principle 6 – Respect the right
Principle 7 – Recognise and
Principle 8 – Remunerate fairly
The statements set out below refer
to the above Principles as applicable.
BOARD OF DIRECTORS AND
The role of the Board and Board
Processes set out below are with
reference to Principle 1, Lay solid
foundations for management
Role of the Board
The Board of Directors of Select
Harvests Limited is responsible
for the overall corporate governance
of the Company. The Board guides
and monitors the business and affairs
of Select Har vests Limited on behalf
of the shareholders by whom they
are elected and to whom they
are accountable. Details of the
Board’s charter are located
on the company’s website.
The Board seeks to identify the
expectations of the shareholders,
as well as other regulatory and ethical
expectations and obligations.
In addition, the Board is responsible
for ensuring that management’s
objectives and activities are aligned
with the expectations and risks
identified by the Board and ensuring
arrangements are in place to
adequately manage those risks.
To ensure that the Board is well
equipped to carry out its
responsibilities it has established
guidelines for the nomination and
selection of Directors and for the
operation of the Board. A number
of channels are used to source
candidates to ensure the company
benefits from a diverse range of
individuals during the selection process.
The Board has delegated responsibility
for the operation and administration of
the company to the Managing Director
and the Executive Management team.
The Board ensures that this team is
appropriately qualified and experienced
to carry out its responsibilities and has
in place procedures to assess the
performance of the Managing Director
and the Executive Management team.
To assist in the execution of its
responsibilities, the Board established
a Remuneration Committee, and an
Audit and Risk Committee. These
Committees have written charters,
which are reviewed on a regular basis
and are located on the company’s
website. The Board has also
established a framework for the
management of the Company.
The full Board holds twelve scheduled
meetings each year, plus any additional
meetings at such other times as may
be necessary to address any specific
matters that may arise.
The agenda for meetings is prepared
and includes the Managing Director’s
report, financial reports, business
segment reports, strategic matters,
governance and compliance.
Submissions are circulated in advance.
Executives are involved in Board
discussions where appropriate,
and Directors have other opportunities,
including visits to operations, for
contact with a wider group of employees.
Set out below, Director Education,
Independent Advice and Access to
Company Information and Composition
of the Board make reference to
Principle 2, Structure the board
to add value.
The Company has a process to
educate new Directors about the
nature of the business, current issues,
the corporate strategy, and the
expectations of the Company
concerning performance of Directors.
Directors also have the opportunity
to visit the facilities of the Company
and to meet with management to gain
a better understanding of business
operations. Directors are able to
access continuing education
opportunities to update and enhance
their skills and knowledge.
Independent Professional Advice
and Access to Company
Each Director has the right of access to
all relevant company information and to
the Company’s executives and, subject
to prior consultation with the Chairman,
may seek independent professional
advice at the Company’s expense.
Composition of the Board
The names of the Directors of the
company in office at the date of this
report are set out in the Directors’ report.
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