Investor Centre
ITL Limited: Corporate Governance
Corporate Governance reflects the manner in which we conduct our business.
The Board of Directors understands, promotes and is responsible for the good governance within the consolidated ITL group of companies.
In accordance with its charter, the Board guides and monitors the business and affairs of ITL on behalf of the Company’s members and other stakeholders to whom it is accountable. In doing so, a philosophy and strategy of continuous improvement in governance performance is nurtured.
- Lay solid foundations for management and oversight
- Structure the Board to add value
- Promote ethical and responsible decision making
- Safeguard integrity in financial reporting
- Make timely and balanced disclosure
- Respect the rights of shareholders
- Recognise and manage risk
- Remunerate fairly and responsibly
» Shortcut to Charters and Policies
1. Lay solid foundations for management and oversight
The Board is responsible for setting and reviewing the strategic direction of ITL and monitoring the implementation of that strategy by Executive Management, including:
- Corporate Governance of the Company
- Promoting ethical and responsible decision making
- Monitoring ITL’s system of risk management and internal compliance and control
- Monitoring legal compliance, safety and occupational health policies and corporate policies
- Overseeing the ITL group of companies, including its control and accountability systems
- Approving the annual operating budget and monitoring the operating and financial performance of ITL
- Approving nominations of Directors to the Board and the appointment of key executives
- Appointment and removal of the Managing Director and the Chief Financial Officer in addition to determining their remuneration
- Monitoring the performance of the Managing Director and the Chief Financial Officer
- Developing Board and Executive Management and succession planning
- Delegation of powers and authorities
- Remuneration of auditors and the appointment or removal of auditors
- Ensuring a clear relationship between performance and executive remuneration
- Ensuring that Director’s have a good understanding of the Company’s business
- Ensuring that the market and shareholders are fully informed of material development.
Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.
The roles of the Chairman and Managing Director are separate. The Chairman’s main responsibility is to lead and manage the work of the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities.
The Board has established an Audit and Risk Management Committee (see 4). The responsibility for the day to day management of the Company has been delegated to the Managing Director, who is responsible for recommending strategy to the Board and leading the executive management team.
The Board undertakes an extensive recruitment process to ensure that a comprehensive range of suitable candidates is available to ensure that vacant senior management positions are filled by quality persons.
The performance of executives is measured against criteria agreed annually which is based on the forecast growth of ITL’s profits and shareholder value. The policy is designed to attract the highest calibre executives and reward them for performance resulting in long-term growth in shareholder value.
Senior executives are assessed against key performance indicators as required, and at least on a six monthly basis. Performance evaluation was undertaken for senior executives during the current reporting period in accordance with the Company’s senior executives' performance management framework.
Board Meetings:
During the 2008/2009 financial year, the Board met 11 times to review the Company’s business activities and business plans. The Board also met with key executives to discuss ITL’s key strategies.
2. Structure the Board to add value.
The Board considers that the Directors together have the range of skills, knowledge and experience necessary to enable them to effectively govern the business. The Directors’ section of this website details the skills, experience and expertise of each Director, along with the period of office held by each indvidual.
Independence Status of Directors:
The Board considers each Director’s independence on a case by case basis.
The Company provides the necessary resources for developing and updating the knowledge and capabilities of its Directors. With the approval of the Chairman, the Directors may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of their responsibilities. Details for each Director are contained in the Directors’ section of this website.
Directors commit to the collective decision making processes of the Board. Each Director must ensure that no decision or action is taken that places their interests before the interests of the business.
The Company is not of sufficient size or complexity to warrant a nominations committee. The Board has a Director Nomination, Selection and Induction Policy, which allows for the Board to include the engagement of a search firm to find a Director with skills that complement those of the existing Board members.
Changes to the Board since 1 July 2008 are as follows:
William Mobbs
Managing Director Resigned 23 October 2008Mike Hirshorn
Non-executive Director Appointed 23 October 2008Brian Andrews
Managing Director Appointed 3 August 2009
The Board is satisfied that the Chairman and each of the non-executive Directors committed sufficient time during the year to the fulfilment of their duties as Directors of the Company. None of the non-executive Directors has any conflict of interest which has not been disclosed to the Board in accordance with ITL’s constitution.
The Board continually assesses its performance. This includes an annual performance evaluation that compares the performance of the Board with the requirements of its charter. The Board also effects any improvements deemed necessary or desirable to the Board charter.
On appointment, individual Directors undergo an induction programme covering, amongst others:
- the business of the Company
- briefings from relevant executives
- opportunities to visit business operations.
3. Promote ethical and responsible decision making
This statement of Corporate Governance, together with the ITL’s Code of Conduct, guide the Directors and Chief Financial Officer as to the practices necessary to maintain confidence in the Company’s integrity and ethical practices. The Company has a Securities Dealing Policy which is designed to ensure proper dealing in ITL’s securities.
4. Safeguard integrity in financial reporting
The Board has established an Audit Committee which also encompasses Risk Management.
The Audit Committee:
- consists only of non-executive Directors
- consists of a majority of independent Directors
- is chaired by an independent Chairman who is not the Chairman of the Board.
Because of the small size of the Board, the Committee comprises only two members:
Roy Rose
Chairman
Julian Gosse
Audit Committee Member
The Audit Committee has a formal operating charter that can be found in the Corporate Governance Section of this website. The Audit Committee meets at least four times each year.
In accordance with the Audit and Risk Management Committee charter, the Committee’s responsibilities are to:
- oversee the existence and maintenance of internal controls and accounting systems
- oversee the financial reporting process and financial risk management process
- nominate external auditors
- review the existing external audit arrangements
The Managing Director and the Chief Financial Officer annually state in writing to the Board that the Company’s financial reports present fairly in all material respects, and that the Company’s financial condition and operational results are in accordance with the relevant accounting standards.
5. Make timely and balanced disclosure
The Board aims to ensure that shareholders have equal and timely access to material information concerning the Company. All announcements lodged with the ASX are included on ITL’s website as soon as practicable after release to the ASX.
ITL Limited has an established Continuous Disclosure Policy to ensure compliance with ASX Listing Rule disclosure requirements. This includes a monthly confirmation by all Directors that they have complied with the ITL’s Continuous Disclosure Policy, together with an ongoing obligation to advise the Company Secretary of any material non-public information arising in between confirmations.
The Board encourages full participation of shareholders at the Annual General Meeting. The external auditor attends each Annual General Meeting and shareholders may ask any questions regarding the audit and report.
A summary of the Company’s Continuous Disclosure Policy can be found in the Corporate Governance section of this website.
6. Respect the rights of shareholders
ITL has a Communications Policy which promotes effective communication with shareholders and encourages participation at general meetings. The website’s Corporate Governance section includes copies of policies, procedures and charters, which are designed to enable compliance with ASX corporate governance best practices.
ITL Limited makes all ASX announcements available via its website.
Sources of Communication
A. Company Website www.itl-limited.com
ITL’s website contains comprehensive information about ITL, including shareholder communications.All ASX announcements, relevant news releases and any other information that is an official release of material information to the market are placed on the website.
B. ASX Announcements
All communications with the ASX are in accordance with the ASX Listing Rules. The Company Secretary is responsible for communications with the ASX.
All ASX announcements are made immediately available on ITL’s website following confirmation of receipt by the ASX.
C. Annual Report
The Annual Report contains key financial information about ITL, as well as important operating and corporate information.
All existing shareholders have the opportunity to be provided with a copy of the Annual Report. Electronic copies of the Annual Report are available via the ITL website.
Shareholders may also receive reports in an electronic format by contacting the Company Secretary.
D. General Meetings
Notices of general meetings and meeting agendas are first released to the ASX and then placed on the ITL website immediately following confirmation of receipt by the ASX. The notice of meeting is distributed to all shareholders prior to the AGM within the timeframe set by the Corporations Act.
The Company provides shareholders with explanatory notes that accompany the Agenda and Notice of Meeting.
ITL understands that not all shareholders are able to attend the meeting. A proxy form, allowing shareholders to appoint a proxy in the event they cannot attend the AGM, accompanies the Notice of Meeting distributed to all shareholders and shareholders have the opportunity to vote online.
All presentations made at the meeting are placed immediately on the Company’s website, following confirmation of receipt by the ASX.
Shareholders are encouraged to attend the Company’s Annual General Meeting and may ask questions about ITL’s governance and business.
The Company’s auditor attends the AGM and is available to receive questions regarding the audit provided for under the Corporations Act.
E. Half-Year and Full-Year Results
The financial results for the half-year ended 31 December are reported in February each year. The financial results for the full-year ended 30 June are reported in August each year.
As the Half-Year and Full-Year Results are announced to the ASX pursuant to the Listing Rules, they are made available to shareholders in the same manner as other ASX Announcements (see ASX Announcements above).
7. Recognise and manage risk
The Board is accountable for ensuring that effective risk management and compliance systems are in place to protect the Company’s assets, and to ensure that ITL operates within legal and regulatory compliance and within acceptable risk and internal control parameters. A formal Risk Management Policy and Plan was approved by the Board during the year, and is in the process of being implemented. This policy can be found in the Corporate Governance section of this website.
The governing principles of the ITL Risk Management Policy are:
- that risk to ITL’s facilities, operations and services are proactively managed
- that risk management practices (as defined in the Australian/New Zealand Standard AS/NZS 4360:2004 – Risk Management) form the basis for ITL’s risk management
- that changes to any aspect of ITL’s business are assessed for risk.
Risk is managed at multiple levels (corporate, business unit and project). Each risk has a nominated owner responsible for monitoring, treating and reporting on the risk under a specified review schedule.
Business unit heads provide monthly reports on high level risks to the Board. The Company’s Audit and Risk Management committee reviews ITL’s entire assessment of risk management every six months and provides a report to the Board.
Also, in accordance with Recommendation 7.3 of the ASX Principles, the Managing Director and the Chief Financial Officer make an annual written statement to the Board with respect to risk management and internal controls.
The Risk Management responsibilities have been encompassed in the role of the Audit Committee.
8. Remunerate fairly and responsibly
Due to the small size of the Company and the Board of Directors, ITL does not have a Remuneration Committee. The Remuneration Policy, which sets out the terms and conditions for the MANAGING DIRECTOR and other senior executives, was approved by the Board after seeking professional advice from an independent consultant.
The Board reviews executive packages annually by reference to the Company’s performance and executive performance. Comparable information from industry sectors and other listed companies, as well as independent advice, are also taken into account.
The performance of executives is measured against criteria agreed annually which is based on the forecast growth of ITL’s profits and shareholders’ value.
Executives are also entitled to participate in employee share option arrangements. Following recent proposed changes to the taxation treatment of such options, these arrangements are currently under review. However, the Board is committed to ensuring that an appropriate long term incentive program is in place to align senior management to the long term goals of the Company.
The amount of remuneration for all directors and key management personnel, including all monetary and non-monetary components, are detailed in the notes to the financial report available for viewing at this website. All remuneration paid to executives is valued at the cost to the Company and expensed. Options are valued using the Black-Scholes methodology.
The payment of short and long term incentives is reviewed by the Board annually as part of the review of executive remuneration. All incentive payments are linked to predetermined performance criteria. The Board can exercise its discretion in relation to approving incentives, bonuses and options.
Charters & Policies
The following documents can be downloaded as pdfs:
ITL Code of Conduct
Board Charter
Audit & Risk Committee Charter
Shareholder Communications Policy
Director Nomination, Selection and Induction Policy