AUSTAL LIMITED Austal Limited (the Company), its Board of Directors (the Board) and senior management are committed to the best practices of corporate governance, ethical standards and risk management. This Corporate Governance Statement sets out the Company's approach to corporate governance.
In reporting on corporate governance for the financial year ended 30 June 2016, the Company has elected to place this Corporate Governance Statement on its website instead of including it in the Annual Report. However, further information about the Directors and the Company's approach to corporate governance can be found elsewhere on the Company's website and in its Annual Report.
The Board of Austal Limited is responsible for guiding and monitoring of the consolidated entity on behalf of shareholders. Oversight and management of the Company's corporate governance policies and
procedures is shared between the Board's Audit & Risk and Nomination & Remuneration subcommittees.
This Corporate Governance Statement is now structured to specifically align with the ASX Corporate Governance Council's (the Council) Principles and Recommendations (the "ASX Recommendations"), which are as follows:
Principle 1 Lay solid foundations for management and oversight Principle 2 Structure the Board to add value Principle 3 Act ethically and responsibly Principle 4 Safeguard integrity in financial reporting Principle 5 Make timely and balanced disclosure Principle 6 Respect the rights of security holders Principle 7 Recognise and manage risk Principle 8 Remunerate fairly and responsiblyIn accordance with the Australian Securities Exchange Limited ("ASX") Listing Rules ("ASX Listing Rules"), this Statement also reports on:
the extent to which the Company has followed the Corporate Governance Recommendations contained in the ASX Recommendations; and
the reasons for any departures from the ASX Recommendations, in compliance with the "if not, why not" regime.
The Company complies with the majority of the ASX Recommendations. In addition to setting out the particular ASX Recommendations addressed at the top of each section, a checklist summarising the Company's compliance with those Recommendations and cross-referencing to the relevant sections of this Corporate Governance Statement appears at the end of this Corporate Governance Statement.
Principle 1 - Lay solid foundations for management and oversightASX Recommendation addressed: | 1.1 |
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Board roles and responsibilities
In accordance with the Company's constitution, the Board gives direction and exercises judgment in setting the Company's objectives and overseeing their implementation. The Board's functions are set out on the 'Corporate Governance' section on the Company's website and include:
adopting a Strategic Plan for the Company, including general and specific goals and reviewing actual results against that plan, which is aimed at meeting stakeholders' objectives and managing business risk.
Establishing and maintaining policies directed to ensuring that the Company complies with the law and conforms to the highest standards of financial and ethical behaviour.
Reviewing the Company's reporting systems and internal controls (both operational and financial) together with appropriate monitoring of compliance activities to determine these systems and controls are adequate and appropriate.
Ensuring that significant risks are identified, assessed, appropriately managed and monitored.
The appointment, performance assessment and, if necessary, removal of members of the executive management team.
Determining and implementing appropriate delegations of authority from the Board to the management to enable their respective functions to be effectively carried out.
Agreeing key performance indicators (both financial and non-financial) with management and monitoring progress against these indicators.
Reporting to shareholders.
- Functions of Management
Other than as specifically reserved to the Board, responsibility for the operation and administration of the Company is delegated by the Board to the CEO and the executive management team, who are accountable to the Board through the CEO.
The functions reserved to senior management are summarised as follows:
Functions | CEO (Managing Director) Responsibilities |
Corporate strategy, reporting and operations |
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People |
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meet them | |
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Risk and compliance |
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Stakeholder communications |
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Performance review
ASX Recommendations addressed:
1.3, 1.4, 1.6, 1.7
The performance of key executives is reviewed regularly against both quantitative and qualitative indicators. All executives are subject to formal performance reviews conducted by the CEO on an annual basis, and the results of those reviews are shared with the Nomination and Remuneration Committee as appropriate. The performance criteria against which they are assessed are aligned with the financial and non-financial objectives of the Company.
Each Board member is also the subject of annual performance evaluation against both measurable and qualitative indicators. The results of such assessments are managed by the Company Chairman and the Chairman of the Nomination & Remuneration subcommittee to ensure any opportunities to broaden the Board's collective capability are addressed. The performance criteria against which Directors are assessed are also aligned with the financial and non-financial objectives of the Company. Directors who would benefit from additional professional development may be offered additional training or opportunities.
Directors whose performance is consistently unsatisfactory may be asked to resign.
The performance of both the executives and Directors was assessed during the year in accordance with the above process and the Board is satisfied with the outcome of those assessments and the performance of the Company's executives and Directors.
The Company has written engagement letters in place with each director and all executive managers based in Australia and the Philippines. As is customary in the USA, the engagement of senior executives in the Company's US operations is not necessarily the subject of formal written agreements.
In accordance with ASX Recommendation 1.4, the Company Secretary has a direct reporting line to the Chairman on matters to do with Board operations. Each director is able to communicate directly with the Company Secretary, and appointment or removal of the Company Secretary is by resolution of the Board.
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Diversity at Austal
ASX Recommendation addressed:
1.5
Austal recognises that developing a diverse workforce is critical in building its organisational capability and maintaining a high level of performance, and values the distinctive skills, experiences and perspectives each individual brings to the workplace. The Company is committed to ensuring all employees are treated
with respect and given equal opportunities for employment and development, and the Board has adopted an Equity and Diversity policy which can be found on the Company's website.
In accordance with the Company's Code of Conduct, employment and remuneration are based on merit, qualifications, skills and experience so that equally qualified personnel can be confident of their standing in the Company, and value to the Company, regardless of their gender, racial background, age, religious beliefs or other values.
The Board has not set specific targets for diversity requirements during the course of the year, but focuses on improving diversity through workplace practices including:
the employment of international workers through 457 visas, and assistance in domiciling those workers in Australia upon visa expiry.
Employment of personnel with particular needs (for example, persons with hearing impairments), both through the Commonwealth Rehabilitation Service and through direct recruitment.
Offering flexible working hours.
Employment of part time workers.
In addition, the Company supplements these practices with specific initiatives targeted at increasing the number of women in the workplace, particularly in blue collar and apprenticeship roles. The initiatives adopted include:
partnerships with TAFEs and Apprentice-Centre to gain access to female apprentices;
building relationships with high-schools in the area surrounding the Company's Australian operations in Henderson, Western Australia to provide opportunities to young women as part of encouraging them to select a career in a trade or traineeship;
interaction with universities to assist in presenting the Company as an employer that will provide a career pathway for female engineers and business graduates;
provision of ongoing training with management and personnel to help identify any natural gender bias that exists and implement measures to overcome this in areas of recruitment, team dynamics and development opportunities;
implementation of mentoring program for female talent within the business
The Company emphasises equal opportunity for employment. While there are currently no women on the Company Board, some of the Company's wholly-owned subsidiary operating companies have women directors and women are relatively well represented in other roles. Women currently occupy professional, management and senior management roles across the business in the following numbers:
Business Unit | % of Senior Management roles filled by women | %of Management roles filled by women | % of professional roles filled by women |
Australian Operations | 7.6% | 15.3% | 20% |
USA Operations | 0% | 12% | 22% |
Philippines Operations | 28% | 12.5% | 35% |
For the purposes of the above table, anyone who is either a direct report to the CEO, or a direct report to a direct report to the CEO is considered to be a Senior Manager. Managers below this level in the organisational structure are deemed to be 'management roles'. This is consistent with the descriptors used in the Company's report to the Federal Government's Workplace Gender Equality Agency (WGEA).
The Company has obtained certification of compliance with the Workplace Gender Equality Act 2012 (Cth) from the WGEA. A copy of the gender diversity report that the Company submitted to the agency can be found under the Corporate Governance tab on the Company's website.
The Board will continue to embrace diversity within the Company's workforce as the Company and its activities grow and appropriately skilled candidates are available.
Austal Limited published this content on 29 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 August 2016 22:16:06 UTC.
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