The Board of Aevum is responsible for the corporate governance of the Company and is committed to achieving and demonstrating the highest standards of corporate governance.

The Board of Aevum is responsible for the corporate governance of the Company and is committed to achieving and demonstrating the highest standards of corporate governance.

This statement sets out the main corporate governance policies and practices adopted by the Company. The Board has adopted, where appropriate, the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX Corporate Governance Council in March 2003. These principles focus on the values of accountability, transparency and performance and are key tenets in the governance structure being driven by the Board. The policies and practices of the Company are in accordance with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations (ASX Recommendations) unless otherwise stated.

The Board is committed to continual improvement and constantly strives to improve corporate governance and shareholder returns.

A description of the Company's main corporate governance practices is set out as follows:


Composition of the Board

The Board of Aevum presently consists of four Directors. All of the Board members are non-executive Directors.

The composition of the Board is determined in accordance with the following principles and guidelines:

• the Board must comprise a minimum of three Directors and a maximum of nine Directors;
• a majority of the Directors should be independent, non-executive Directors; and
• directors must have an appropriate range of skills, experience and expertise, including the ability to effectively review and challenge the performance of management.

Board membership is reviewed annually having regard to the ability of the incumbent directors to continue to meet these principles and guidelines.

The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board's relationship with the Company's senior management. The Executive team comprising the Chief Executive Officer and the Chief Finance Officer are responsible for implementing Group strategies and policies.

The Directors in office at the date of this statement are:

Aevum's criteria for determining the independence of Directors is in accordance with the ASX Recommendations and involves an assessment whether a Director is independent of management and free of any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the exercise of unfettered and independent judgement.

Term of Office

At the end of every annual general meeting after listing, one-third of the Directors (to the nearest whole number) must retire.

A Director must retire at the end of the third annual general meeting after the Director's appointment even if it means that more than one-third of Directors retire at an annual general meeting.

Those Directors who have been longest in office since their last appointment must retire by rotation. Directors appointed on the same day may agree among themselves or determine by lot who must retire.

A Director appointed to fill a casual vacancy or as an addition to the Board is not subject to retirement by rotation and is not taken into account when determining how many Directors must retire by rotation. A Director appointed to fill a casual vacancy or as an addition to the Board must retire at the next annual general meeting after their appointment.


Role of the Board

The principal objective of the Board is to creating superior shareholder returns. The Board is accountable to shareholders for the performance of the Company and is responsible for the practices and corporate governance of the Company. The Aevum Board is responsible for the oversight of the Company, including input into and approval of policies, strategic planning and assessment of management capacity. The Board meets frequently with senior management and has open access to the wider management team to discuss current and future business issues, risks and strategies.

The responsibility for the operation and administration of the Company is delegated by the Board to the executive team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess their performance.

The primary functions of the Board include responsibility for:

• input into and approval of corporate strategy;
• formulating and approving objectives, goals and strategic direction for the executive team;
• selecting, appointing and reviewing the performance of the executive team;
• ensuring that adequate systems of internal control exist and are monitored for compliance;
• monitoring financial performance including adopting annual budgets and approving financial statements;
• ensuring significant business risks are identified and appropriately managed;
• ensuring the Company conforms to occupational health and safety, social and environmental requirements;
• establishing and monitoring limits of authority for the executive team in relation to capital and operating expenditure, acquisitions, divestments, engagement and termination of employees and identified business drivers; and
• reporting to shareholders on performance.

The Board is supported by Committees of its members. However as a Board of four persons, the whole Board acts as a Committee with the power to co-opt wherever required.

The Board has adopted guidelines on disclosure of interests of Directors and the participation at Board meetings and voting where such interests are discussed. Consistent with the Corporations Act any Director involved with a material or personal interest in a matter before the Board must not be present when the matter is being considered or discussed, and may not vote on the matter.


Board Committees

The Board has established an Audit and Risk Committee and a Nomination and Remuneration Committee as an efficient mechanism for the detailed examination of practices in these areas. Ultimate responsibility rests with the Board and the responsibilities of the Board and its members are not diminished through the existence of these Committees. The Board believes all non-executive members of the Board should serve on these Committees although the Chairperson may vary.


Audit and Risk Committee

Ms Melanie Willis is the Chairperson of the Audit and Risk Committee.

The functions and responsibilities of the Audit and Risk Committee are documented in a formal charter adopted by the Board. The Audit and Risk Committee functions in accordance with the Audit and Risk Committee Charter. The Audit and Risk Committee meets periodically throughout the year to independently verify and safeguard the integrity of the Aevum Group's financial reporting. Its role is to advise on the establishment and maintenance of a framework of internal controls including the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information. The Committee reviews the management and reporting of significant risks facing the Company and monitors compliance with statutory responsibilities. The Committee reviews and reports to the Board on the interim and annual accounts of the Company.

Additionally the Committee monitors the relationship with the external auditors, including their terms of engagement, ensures that the scope and quality of the audit is adequate for the operations of the Company and accepts recommendations from the external auditors on the operations of the Company.

The Executive Team may attend Committee meetings by invitation.


Nomination and Remuneration

Mr Richard Gould is the Chairperson of the Nomination and Remuneration Committee.

As part of the commitment to good governance, the Board reviews practices and standards relating to the Board's composition and the compensation of Directors and senior executives. The Committee is guided by the terms of the Nomination and Remuneration Committee Charter.

The Board regularly discusses and reviews its composition to ensure that there is an appropriate mix of skills, expertise and experience. A profile of each Director including details of the above capabilities, term of office and Board Committee memberships can be seen within the Directors' report.

Newly appointed Directors are entitled to receive training and support to familiarise themselves with matters appertaining to the business of the Company, corporate strategy and all current issues before the Board.

The entire Board reserves responsibility for approving remuneration for non-executive Directors and the executive team. When setting fees for Directors, account is taken of the time and input of the Directors in carrying out their duties, responsibilities involved and membership of Board Committees.

Remuneration of the Chief Executive Officer, and the Chief Financial Officer are determined by the Board in accordance with commercial guidelines and by reference to external consultants and published data.

The Board Nomination and Remuneration Committee is responsible for nominating candidates for the Board to consider as Board members in accordance with the Aevum Group's Constitution and the Board Nomination Committee Charter.

Prior to Board approval, the availability, expertise and possible conflicts of interest of a new Director are fully explored. Following Board approval and relevant probity checks, a new Director will stand for election by the Company's shareholders at the next Annual General meeting. Notices of meeting for the election of Directors comply with the ASX Corporate Governance Council's best practice recommendations.

New Directors are provided with a letter of appointment setting out the Aevum Group's expectations, their responsibilities, rights and the terms and conditions of their employment. All new Directors participate in an induction program which covers the operation of the Board and its Committees and financial, strategic, operations and risk management issues.


Board Meetings

The Board meets on a monthly basis with each Board member receiving detailed operational and financial reports from management. These reports enable the Directors to form views on the operations and directions of the Company and be in a position to ask probing questions of management.

The Board meetings consider a broad range of matters including reviewing capital management, acquisitions, operational and financial performance, occupational health and safety and delegated authorities.

The agenda for meetings is prepared by the Chairman with input from the executive team. Any member of the Board may request the addition of an item to the agenda and time is made available at the end of the meeting for the raising of new business. Papers and submissions are circulated to Directors, typically five days in advance of the meeting. The executive team is invited to join the Board for discussion of relevant agenda items.

It is Board policy that all Directors of Aevum have unrestricted access to Company records. Individual Directors may seek access to senior employees to obtain further information or clarification. Such access requires the prior approval of the chairman which may not be unreasonably withheld.


Independent Professional Advice

Each Director has the right to seek independent professional advice at the Company's expense. Prior approval of the Chairman is required, which may not be unreasonably withheld.


Securities Trading Policy

Directors and officers of the Company are subject to restrictions under the Corporations Law on trading securities in the Company if they are in possession of inside information. This is regarded as any information that is non-public and, if it were public, that a reasonable person would expect to have a material effect on the price of the Company's securities.

As a policy, all Directors will be encouraged to own shares in the Company.

The Board has adopted a policy on trading in the Company's securities, which applies to all Directors and officers. Key aspects of this policy are as follows:

• Directors and officers are encouraged to be long term holders of the Company's securities and are discouraged from short-term trading;
• Directors or officers may trade in the securities of the Company in the six weeks immediately following the announcement to the public of the half year or full year financial results, providing the market has been fully informed;
• at all other times, Directors or officers will require the prior consent of the chairman or Company Secretary to buy or sell securities in the Company; and
• Directors are required to notify the Company Secretary within two days of a change in their beneficial interest in the Company's securities.

• that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and Group and are in accordance with relevant accounting standards; and
• that the above statement is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the Company's risk management and internal compliances and control is operating efficiently and effectively in all material respects.

The Company adopted this reporting structure for the year ended 30 June 2007. These declarations are provided in accordance with the ASX Guidelines which recognise that the management declaration is aimed to provide reasonable but not an absolute level of assurance.

Code of conduct for directors and employees

Directors and employees are guided by a Code of Conduct for Directors and employees, which promote lawful and ethical behaviour and is designed to ensure that a high degree of care, skill and diligence is exercised in the performance of Directors and officers duties and Company activities and duties.

The code emphasises the Group's commitment to ethical practices, and encourages officers to act honestly, in good faith and in the best interests of the Company.


Continuous disclosure

Directors and management are responsible for advising the Company Secretary or Board of matters likely to affect securities in Aevum, including material or price-sensitive information, as soon is reasonably practicable after receiving the information. The Company Secretary, on advice from the Board, is responsible for ensuring that the market has timely access to the factual information, and that it is presented clearly and objectively.

All officers of the Company are guided by the principles of the Aevum's Market Disclosure Protocol, designed to ensure accurate and continuous disclosure. The Protocol highlights the types of information that should be disclosed, and provides procedures to ensure that officers disclose relevant information to the Company Secretary or Board.


Shareholder communication

The Board seeks to ensure that shareholders are informed of sufficient information necessary to assess the performance of the Directors and the Company.

In addition to the distribution to shareholders of the Annual report, Aevum utilises electronic communication facilities to provide more effective communication with shareholders. The investor section of the Aevum website contains the latest annual and financial reports, Company announcements and presentations, and upcoming events, allowing broader access to Company information. Shareholders are also able to direct any questions relating to Company's securities to the Share Registry.

At the Annual General Meeting, shareholders have the opportunity to direct any questions to the Board, and the external auditor is available to answer shareholder questions about the audit and auditor's report.


Recognition of stakeholder interests

Aevum recognises its legal and other obligations to legitimate stakeholders, including shareholders and potential shareholders. Aevum's Code of Conduct for Directors and employees requires that the Directors and employees must act ethically and lawfully, and assist Aevum in meeting its legal obligations.

Our recognition of the legitimate interest of stakeholders is reflected in Aevum's policies relating to shareholders, the financial community generally, customers and employees.

Back to Top