The ASX Corporate Governance Council states that a company should “establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.”
The Board of Directors
The Board of Directors (the “Board”) is elected by the shareholders to represent the interests of all shareholders, collectively. In this regard, its primary purpose is to safeguard the financial security of OrotonGroup and to act in good faith and in a way most likely to promote the success of the Consolidated Entity for the benefit of its members as a whole.
Role and Responsibility of the Board
Although responsibility for the operation of the OrotonGroup business is delegated to key management personnel, the Board remains responsible for, amongst other things:
- The election of the Chairman from amongst its members whose primary role is to manage the affairs of the Board and to represent the Board;
- Selection, monitoring and evaluation of the Managing Director and senior executives;
- Ensuring the adequacy of the OrotonGroup risk management policies and internal compliance (including relevant systems and controls in place) to ensure that the assets of the Consolidated Entity are adequately safeguarded;
- Providing strategic guidance to the OrotonGroup through regular and careful consultation with key management personnel and ensuring appropriate resources are available to achieve strategic objectives;
- Approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures;
- Approving and monitoring statutory financial reporting to shareholders and also internal management reporting provided to the Board;
- Enhancing and protecting the reputation of the organisation;
- Ensuring that OrotonGroup acts responsibly and ethically in meeting all internal codes of conduct and meets all relevant legal and regulatory requirements.
Role and Responsibility of Management
The Senior Executive team is responsible for implementing the strategic objectives and operating within the risk appetite set by the board and for all other aspects of the day-to-day running of the entity. It is also responsible for providing the board with accurate, timely and clear information to enable the board to perform its responsibilities.
A written agreement setting out the terms of appointment are in existence for the Senior Executive team.
Role of the Company Secretary
The role of the Company Secretary is to:
- Provide support to the Board by monitoring Board policy and procedures;
- >Be accountable directly to the Board on all matters to do with the proper functioning of the Board;
- In consultation with the Managing Director, be responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.
OrotonGroup Diversity Policy Objectives
OrotonGroup believes in the value and benefit of attracting and retaining a diverse workforce and as such are committed to actively supporting diversity across all levels of the organisation. We view diversity as recognising and valuing the unique contribution people can make due to their individual background and the different skills, experiences and perspectives they bring to the team and the Group as a whole, enabling a well rounded work environment and customer experience. We recognise that individuals differ not only due to their race and gender; however they differ across various dimensions including lifestyle, educational background, physical ability, age and carer responsibility.
At OrotonGroup, we value diversity and we encourage and welcome individuals from all backgrounds to join our Group and enjoy a rewarding career with us. To support and promote this, we have several initiatives, activities and programs in place to drive diversity and inclusion, including:
- Equal Employment Opportunity Policies and Programs based on ability, performance and potential
- Awareness and education on the areas of discrimination, sexual harassment, bullying, stereotyping and unconscious bias
- Recruitment and selection practices (at all levels of the organisation) that are focused on measurable criteria, with an intent to consider a diverse range of candidates and for decisions to be based on merit, performance and potential
- Implementation and support of flexible work arrangements to enable our employees to meet family, carer and personal responsibilities
- Remuneration practices and decisions that are based on clear, measurable and fair principles at all levels of the organisation
- Decisions affecting our employees to be made factoring in individual needs and differences
- Promotion of our Group core values of passionate, creative, courageous, innovative, curious and determined, to drive an inclusive workplace culture which is fair, equitable and desirable for all our current and future employees
- Provide a safe and healthy workplace free of harassment of any kind with no tolerance for inappropriate behaviours or conduct
- 12 week paid parental leave scheme offered across the organisation, including the payment of superannuation contributions for such leave
The Board is committed to gender diversity and have directed management to ensure a culture of diversity is ingrained in the Directors, Officers and Employees of OrotonGroup via internal policies and programs set out above.
The respective portion of men and women across the organisation are disclosed below.
OrotonGroup Diversity Facts as at 2016
OrotonGroup remains proud of our strong female participation rates across the organisation as a whole and specifically in senior executive and management positions. We remain focused on increasing representation at the senior management and board level. As a measure of gender diversity, the following table discloses the organisation figures as at 30 July 2016:
|Positions||% of women||% of men|
|Senior Executives *||67||33|
*includes direct reports of the CEO
**includes all employees in a management position across retail and head office
These achievements in diversity have meant the Board has not considered it necessary to set specific and measureable objectives.
Selection, Appointment process and Re-election of directors
With guidance from the People and Organisation Committee and, where necessary, external consultants, the Board is responsible for identifying candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board. This includes undertaking appropriate checks before Directors are appointed, and providing information to security holders prior to re-election of any Directors. All material information on the directors are contained in the Directors’ Report and under Principle 2 of this statement. The Board has decided a separate Nomination Committee is unnecessary.
All Directors are individually briefed on appointment, on their rights and the duties they owe as Directors to the Company in accordance with the OrotonGroup Constitution, Board charters and policies, the Corporations Act (2001) and the listing Rules of the Australian Stock Exchange. Terms of appointment are included in a written agreement for each Director.
Director and Management Performance Evaluation
Performance reviews of the Board and its subcommittees and Senior Executives are undertaken on a periodic basis. The Board and the People and Organisation Committee have implemented a process to:
- Evaluate the performance of the Board, committees, individual Directors and key executives;
- The Chairman assesses the performance of individual Directors;
- The Chairman in consultation with the CEO assesses the performance of key executives;
- The composition of each subcommittee is reviewed. This exercise takes into consideration each Director’s competency, skills, experience and expertise.
The last assessment of the Board and Senior Executive performance was conducted by the Board during the financial year.
Where necessary, OrotonGroup will provide the required resources to assist Directors and Senior Management in improving their performance.
The People and Organisation Committee are involved in the performance review of key management. The Charter, referred to in the People and Organisation Committee section of this Corporate Governance Statement, outlines their responsibility in this area.