Corporate Governance
This statement sets out The Just Group's corporate governance principles and practices. The policies and practices of the Company are in accordance with Australian Stock Exchange (ASX) corporate governance council recommendations unless otherwise stated.
Role of the Board
The role of the board is to provide effective governance over the Group's affairs to ensure the interests of shareholders are protected and enhanced and the confidence of the investment market is maintained whilst having regard for the interests of all stakeholders, including customers, employees, suppliers and local communities.
The board's key responsibilities are set out in its board charter and include to:
- establish, monitor and modify financial objectives and to ratify and monitor the Company's strategies;
- appoint, evaluate the performance of, determine the remuneration of, plan for the successor of and, where appropriate, remove the Chief Executive Officer (CEO);
- ensure that the board continues to have the mix of skills and experience necessary to conduct the Company's activities, and to this end ensure that appropriate directors are selected and appointed as required;
- oversee the conduct of Just Group business in order to evaluate whether the business is being properly managed;
- monitor financial results;
- ensure that appropriate risk management systems, internal controls and reporting systems and compliance frameworks are in place and operating effectively and efficiently;
- approve and monitor the progress of major capital expenditure, capital management and acquisitions and divestments;
- ensure responsible corporate governance; and
- monitor the performance of Just Group management.
Composition of the Board
The board currently comprises two directors and the CEO. Prior the 26 August 2008 the board comprised of eight directors, seven non-executive directors and the CEO. The names of the directors, details of their experience, expertise and qualifications are set out in the Board of Directors.
Term of Office
The company's constitution specifies that all directors (with the exception of the CEO) must retire from office at no later than the third annual general meeting following their last election. Where eligible, a director may stand for re-election.
Independent Advice
Directors are free to take independent professional advice on matters pertaining to their roles and responsibilities as directors of The Just Group. The company will pay the reasonable costs incurred by a director in doing so, provided that before the advice is obtained the director discusses the requirement for the advice with the Chairman.
Performance Review
The board undertakes an annual self-assessment of its performance.
Board Committees
The board has established three committees of directors, the Remuneration and Nomination Committee, the Audit Committee and Risk Committee.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee supports and advises the board in relation to the remuneration and nomination policies and practices of the Company. Details of directors' qualifications, experience and attendance at meetings are set out in the Directors' Report.
The Remuneration and Nomination Committee's purpose is to:
- discharge the board's responsibilities relating to the compensation of the Company's executives and directors;
- establish coherent and transparent remuneration policies and practices, which will enable the Company to attract, retain and motivate executives and directors who will create value for shareholders;
- fairly and responsibly reward executives; and
- establish and maintain a formal and transparent procedure for the selection and appointment of new directors to the board.
The committee undertakes an annual self-assessment of its performance and periodically reviews the composition of the board to ensure its size, composition and skill set meet the ongoing needs of the Company.
Audit Committee and Risk Committee
The Audit Committee and Risk Committee support and advise the board in fulfilling its corporate governance and oversight responsibilities in relation to the Company's financial reporting, internal control structure, ethical standards and risk management framework and systems, and audit function. Risk oversight management encompasses strategic, operational and financial reporting and compliance risk. All members are non-executive directors. Details of directors' qualifications, experience and attendance at meetings are set out in the Directors' Report. The committee undertakes an annual assessment of its performance.
Continuous Disclosure Policy
The board aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs and share price.
The company has procedures and practices to ensure compliance with the continuous disclosure requirements of ASX listing rules and to ensure that price sensitive information is publicly released through the stock exchange. All information provided to ASX is immediately posted on the Company's website. Information is communicated to shareholders through:
- the annual report;
- interim results announcement;
- disclosures made to ASX;
- notices and explanatory memoranda of the annual general meeting (AGM);
- the AGM; and
- occasional letters from the board chair and CEO to specifically inform shareholders of key matters of interest.
The company has established guidelines regarding trading in The Just Group Limited shares. These guidelines prohibit directors, members of senior management and other employees from dealing in the Company's shares while in possession of price sensitive information.
Directors and officers are permitted to buy and sell securities at all times other than:
- from 1 December until two days after the half-yearly announcement; and
- from 1 July until two days after the preliminary full year announcement.
Two days is defined as the day of the announcement plus one day. Outside of these periods, directors must receive clearance from the Chairman for any proposed dealing in shares and senior management must advise the CEO, in advance of the transaction.
