17corporate-governance-statement.pdf - CORPORATE GOVERNANCE STATEMENT 2017\/18 The Board of Quintis(\u201cBoard\u201d is committed to ensuring that the

17corporate-governance-statement.pdf - CORPORATE GOVERNANCE...

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Unformatted text preview: CORPORATE GOVERNANCE STATEMENT 2017/18 The Board of Quintis (“Board”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The Directors and their executive management undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance. The Company’s Board and management are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations. The Company has followed the ASX Corporate Governance Council’s Principles and Recommendations (“Principles and Recommendations”) where the Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices. Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime. Principle Recommendation 1 – Lay solid foundations for management and oversight 夯实管理监督基 础 1.1 (a) (b) A listed entity should disclose: the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management Conform (Y/N) Refer to the Board Charter. Y Y 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election. As a Director; and Y provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director. Y (b) 上市实体应: (a)在委任⼀名⼈⼠或向持牌⼈推荐⼀名候选 ⼈进⾏选举前,进⾏适当的核对。作为董事; 和 (b)向证券持有⼈提供其所拥有的⼀切与是否 选举或重新选举董事的决定有关的重要资 料。 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. 上市公司须与每名董事及⾼级⾏政⼈员订⽴书⾯协 议,列明委任条款。 Disclosure 上市公司应披露: (a)其各⾃的作⽤和职责 董事会和管理层;和 (b)明确保留给联委会和委托给管理当局的事项 The Board’s policy and procedure for the selection, nomination and appointment of new directors and the re-election of incumbent directors is as follows: The Board, through the Remuneration Committee, oversees the appointment and induction process for directors and the selection, appointment and succession planning process of the Company’s CEO/Managing Director. When a vacancy exists or there is need for particular skills, the Board determines the selection criteria based on the skills deemed necessary. The Board identifies potential candidates with advice from an external consultant. Those nominated are assessed by the Board against background, experience, professional skills, personal qualities, whether the nominee’s skills and experience will augment the existing Board, and their availability to commit themselves to the Board’s activities. The Board then appoints the most suitable candidate. Board candidates must stand for election at the next general meeting of shareholders. When directors are due for re-election, the Board does not endorse the reappointment of a director who is not satisfactorily performing the role. Y A written letter with each Director outlines personal obligations and responsibilities as a Director, and provides them with other information to assist them fulfil the role of Director properly. Contracts of employment are entered into with all senior executives. Principle Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. 上市实体的公司秘书应通过主席直接向董 事会负责与董事会正常运作有关的所有事 项。 Conform (Y/N) Y Disclosure The Company Secretary’s role is to support the effectiveness of the Board and its committees. The Company Secretary’s role includes, but is not limited to: ▪ advising the Board and its Committees on governance matters; ▪ monitoring the Board and Committee’s policies and procedures are followed; ▪ coordinating the timely completion and despatch of Board and Committee papers; ▪ ensuring that the business at Board and Committee meetings is accurately captured in the minutes; and ▪ helping to organise and facilitate the induction of Directors. Each Director of the Company is able to communicate directly with the Company Secretary and vice versa. More information in the Board Charter. Principle Recommendation Conform (Y/N) 1.5 A listed entity should: have a diversity policy which includes requirements for the Board or a relevant Committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; Y (b) disclose that policy or summary of it; and Y (c) disclose at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board or a relevant Committee of the Board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: Y (a) (1) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined and published under the Act. Disclosure The Company has an established Diversity Policy which provides a framework for the Company to achieve the following objectives: ▪ a diverse skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals; ▪ a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff; ▪ improved employment and career development opportunities for women; ▪ a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and ▪ awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity. In addition to the above objectives, the Company now reports to the Workplace Gender Equality Agency. The Workplace Gender Equality Act 2012 has introduced a new reporting and compliance framework. 上市实体应: (a)制订多样化政策,其中包括要求执⾏局或执⾏局有关委员会为实现性别多样化制定可衡量的⽬标,并每年评估这 些⽬标和实体在实现这些⽬标⽅⾯的进展情况; (b)披露该政策或其摘要;和 (c)在每⼀报告期间结束时,公布执⾏局或执⾏局有关委员会根据实体的多样化政策及其实现这些政策的进展所订定 的可衡量的实现性别多样化的⽬标,或: (1)董事会、⾼级⾏政职位和整个组织中男性和⼥性的⽐例(包括实体如何为此⽬的定义“⾼级⾏政⼈员”);或 (2)如果该实体是《⼯作场所性别平等法》下的“相关雇主”,则该实体根据该法定义并发布的最新“性别平等指标”。 Conform (Y/N) Principle Recommendation Disclosure (a)有并公布定期评估 董事会、其各委员会 和个别董事业绩的程 序;和 (b)就每⼀报告期间披 露在该报告期间是否 按照该程序进⾏了业 绩评价。 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and The Board undertakes an annual evaluation of its effectiveness as a whole against a broad range of good practice criteria. The Chairman reviews the individual performance of each Board member prior to each Director being considered for re-election and may use the assistance of an external facilitator. The Chairman’s performance is evaluated periodically by the Board. The Board may involve an external facilitator for this purpose. (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Individual Board performance evaluations with Directors were not completed during FY17. a)有并公布定期评价 ⾼级⾏政⼈员业绩的 程序;和 (b)就每⼀报告期间披 露在该报告期间是否 按照该程序进⾏了业 绩评价。 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and Y An annual review process is undertaken when consideration is given to any reward under the short term incentive arrangements. (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Y The review process is completed by September each year. Principle Recommendation 2 – Structure the Board to add value 2.1 The Board of a listed entity should: (a) have a Nomination Committee which: 构造董事会以增加价 值 Conform (Y/N) N (1) has at least three members, a majority of whom are independent Directors; and N/A (2) is chaired by an independent Director, N/A and disclose: (3) the charter of the Committee; N/A (4) the members of the Committee; and N/A (5) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or N/A (b) if it does not have a Nomination Committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Y 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Y ⼀个上市实体应该拥有并披露⼀个董事会技能矩阵,该矩阵列 出了董事会⽬前拥有或正在寻求在其成员中实现的技能和多样 性的组合。 Disclosure The Company does not currently have a Nomination Committee. The Board has decided that no efficiencies will be achieved by establishing a separate Nomination Committee. The Board carries out the duties that would otherwise be undertaken by the Nomination Committee, with assistance from the Remuneration Committee, the latter assisting with the review of the Board’s size and composition, its committees and committee charters and to evaluate Board candidates and recommend to the Board individuals for Board appointment/shareholder election. Each director is requested to participate in the nomination process having in mind the range of skills, experience and expertise required for the effective functioning of the Board in discharging its responsibilities. (a)设⽴提名委员会: (⼀)有三名以上董事,其中独⽴董事占多数;和 (2)由独⽴董事担任主席, 和披露: (三)委员会章程; (四)委员会成员;和 (5)截⾄每⼀报告所述期间结束时,委员会在整个报告所 述期间举⾏会议的次数和成员出席这些会议的个别次数; 或 Refer Appendix A (b)如果董事会没有提名委员会,应披露该事实及其处理 董事会继任问题的程序,并确保董事会拥有适当的技 能、知识、经验、独⽴性和多样性,使其能够有效履⾏ 职责。 Principle (⼀)经董事会审议为独⽴董事的 董事名单; (b)如董事有第2.3栏所述的利益、 职位、关联或关系,但董事会认 为该等利益、职位、关联或关系 并不损害董事的独⽴性;有关利害 关系、职位、联系或关系的性 质,以及对董事会持该意见的理 由的解释;和 (c)每名董事的任期。 Recommendation Conform (Y/N) Disclosure Under the Constitution, the Board shall comprise not less than three and not more than nine Directors. The Board currently comprises one executive – Mr Julius Matthys (CEO) and three independent nonexecutive Directors – Mr Dalton Gooding (Non-Executive Chairman), Mr John Groppoli and Mr Michael Kay. The Board is of the view that this ratio currently provides an adequate mix of independence. 2.3 A listed entity should disclose: (a) the names of the Directors considered by the board to be independent Directors; Y (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 but the Board is of the opinion that it does not compromise the independence of the Director; the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and Y (c) the length of service of each Director. Y 2.4 A majority of the board of a listed entity should be independent. Y Refer 2.3. 上市公司的董事会主 席应为独⽴董事,特 别是不应与该公司的 ⾸席执⾏官为同⼀ ⼈。 2.5 The Chair of the Board of a listed entity should be an independent Director, and in particular, should not be the same person as the CEO of the entity. Y The Chairman of the Board, Mr Dalton Gooding, is an independent, nonexecutive Director. 上市公司应当制定新董事 的聘任⽅案,为董事提供 适当的职业发展机会,使 其具备有效履⾏董事职责 所需的技能和知识。 2.6 A listed entity should have a program for inducting new Directors and provide appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively. Y Information relating to the directors of the Company, including whether they are independent, their skills, experience, expertise, and period of office they have held is contained in the Directors’ Report section of the Annual Report or on ASX announcements if appointed subsequent to completion of the Annual Report. 上市公司董事会的多数成员应该是独⽴的 The Chairman is responsible for the leadership and effective performance of the Board, to facilitate the effective contribution of all Directors and promote constructive and respectful relations between Board members and management. The Chairman’s responsibilities are set out in more detail in the Board Charter. Induction set out in written engagement letter and availability of Company Secretary to assist with the process for new Directors to familiarise themselves with the Company. Professional Development requirements are addressed at the time of Chairman reviews or as circumstances require. New Directors are also provided the opportunity to visit the Company’s operations and meet with senior employees. Conform (Y/N) Principle Recommendation 3 – A listed entity should act ethically and responsibly 3.1 A listed entity should: (a) have a code of conduct for its Directors, senior executives and employees; and Y (b) disclose that code or a summary of it. Y 上市公司的⾏为应该 合乎道德、负责任 4 – Safeguard integrity in corporate reporting 上市实体应: (a)制订董事、⾼级⾏政⼈员和雇员的⾏ 为守则;和 (b)披露该守则或守则摘要。 Disclosure The Company has an established Corporate Code of Conduct (“Code”) to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of the Company’s personnel for reporting and investigating unethical practices or circumstances where there are breaches. The Code underpins the Company’s commitment to integrity and fair dealing in its business affairs and a duty of care to all Directors, officers, employees and consultants of the Company, who are committed to implementing the Code and each individual is accountable for such compliance. The Code is disclosed on the Company’s website. 4.1 The Board of a listed entity should: (a) have an Audit Committee which: Y (1) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and Y (2) is chaired by an independent Director, who is not the chair of the Board, Y The Audit Committee has a formal charter in place and is disclosed on the Company website. The charter defines the Audit Committee’s function, composition, mode of operation, authority and responsibilities. (3) the charter of the Committee; Y (4) the relevant qualifications and experience of the members of the Committee; and Y Information relating to the Directors of the committee, their skills, experience, expertise and the number of times the committee met throughout the period is contained in the Directors’ Report section of the Annual Report. (5) in relation to each reporting period, the number of times the Committee met throughout the period and the individual attendances of the members at those meetings; or Y 维护公司报告的完整性 The Board has an established Audit Committee. and disclose: (b) if it does not have an Audit Committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. N/A The Audit Committee established by the Board has three, independent, non-executive Directors. The current members of the committee are Mr John Groppoli (Chair), Mr Michael Kay and Mr Dalton Gooding. 上市实体的董事会应: (a)设⽴⼀个审计委员会,该委员会: (⼀)有三名以上董事,均为⾮执⾏董事,以独⽴董事为主;和 (2)由独⽴董事担任主席,独⽴董事并⾮董事会主席, 和披露: (三)委员会章程; (四)委员会成员的有关资格和经验;和 (5)关于每⼀报告所述期间,委员会在整个报告所述期间举⾏ 会议的次数和成员个别出席这些会议的次数;或 (b)如该公司没有审计委员会,应披露该事实及其所采⽤的独 ⽴核实和保障其公司报告完整性的程序,包括委任和撤换外 聘审计员及轮换审计业务伙伴的程序。 上市公司董事会在批准该公司某⼀财务期间的财务报表前,应当从其⾸席执⾏官和⾸席财务官处收到⼀份声明,声明中表⽰,实体的财务记录已正确 维护和财务报表符合适当的会计准则和财务状况的给⼀个真正的和公平的视图和性能的实体和意见的基础上形成了健全的风险管理制度和内部控制有 效运⾏。Y CEO /董事总经理兼⾸席财务官书⾯确认,按照提供的声明部分公司法案2001年,295,在他们看来,公司的财务记录为⼀个财政年度已正确依法 维护⾏为,财政年度的财务报表和notes遵守会计准则和给⼀个真正的和公平的视图的公司的财务状况和性能。声明是在董事批准本财政年度的财务报 Conform 表之前发出的Principle Recommendation Disclosure (Y/N) 拥有年度股东⼤会的上市实体 应确保其外部审计师参加年度 股东⼤会,并可回答与审计有 关的证券持有⼈的问题。 5 – Make timely and balanced disclosure 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Y The CEO/Managing Director and Chief Financial Officer confirm in writing that the declaration provided in accordance with section 295A of the Corporations Act 2001, that, in their opinion, the financial records of the Company for a financial year have been properly maintained in accordance with the Act and that the financial statements and the notes for the financial year comply with the accounting standards and give a true and fair view of the financial position and performance of the Company. The declaration is given before the Directors approve the financial statements for the financial year. 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Y The Company ensures the external auditor’s lead engagement partner attends the Annual General Meeting to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit. 5.1 A listed entity should: Y (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. To ensure the Company complies promptly with its continuous disclosure obligations, the Board has established a written policy on information disclosure and relevant procedures for reporting any information which a reasonable person would expect may have a material impact upon the price or value of the Company’s shares or which when issued would prevent the emergence of a false market in the Company’s shares. 及时、平衡披露 (a)有书⾯政策,以履⾏其根据《上市规 则》所承担的持续披露义务;和 (b)披露该政策或其摘要。 The focus of these procedures is on continuous disclosure compliance and improving access to information for investors by notifying the ASX, posting releases on the Company website, and issuing media releases. The Company has formalised both its Continuous Disclosure and Shareholder Communications Policies, which are contained in the Corporate Governance section available on the Company website. Principle Recommendation 6 – Respect the rights of security holders 6.1 尊重证券持有⼈的权利 A listed entity should provide information about itself and its governance to investors via its website. Conform (Y/N) Y 上市实体应通过其⽹站向投资者提供 有关⾃⾝及其治理的信息。 6.2 上市实体应披露其为便利6.3 和⿎励证券持有⼈参加会 议⽽制定的政策和程序。 6.4 Disclosure The Company has implemented an Investor Communications Policy to ensure that shareholders and the financial market have timely access to material information concerning the Company. The Policy details how information is communicated. The Company website provides a platform to disclose official ASX releas...
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