The Board of Directors of Global Construction Services Limited ("GCS") is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of GCS on behalf of the shareholders by whom they are elected and to whom they are accountable.
Role of the Board
The Board's primary role is the protection and enhancement of long-term shareholder value. The Board is the governing body of the Company.
To fulfil this role, the Board is responsible for the overall corporate governance of the consolidated entity including its strategic direction. It has the authority and the responsibility to determine policies and control the affairs of the Company. The Board is also responsible for establishing goals for management and monitoring the achievement of these goals over time.
In addition to the above, the Board is responsible for monitoring progress (both commercially and financially) and must institute relevant policies, practices and procedures, which deal with, for example, effective risk management and statutory compliance. The Board is also accountable for attracting and retaining a suitably qualified executive team and maintaining the Company's corporate reputation with all stakeholders.
Share Trading Policy
Under the Company's Share Trading Policy, all Directors and Employees of the Company are prohibited from trading in the Company's shares or other securities if they are in possession of price sensitive 'inside information'. Subject to this condition and in light of the ASX's continuous disclosure requirements, trading can occur only during specified trading windows. In order to trade, Directors must seek approval from the Chairman or two Directors prior to their trade.
The Constitution permits Directors to acquire shares in the Company.
Committees of the Board
The Board has established committees to assist with the discharge of its responsibilities. These Committees are:
- Audit and Risk Committee;
- Nomination Committee; and
- Remuneration Committee
Audit and Risk Committee
The role of the Audit and Risk Committee is documented in a charter, which is approved by the Board of Directors. The Audit and Risk Committee assists the Board to meet its oversight responsibilities in relation to the Company's financial reporting, internal control structure, risk management procedures and the internal and external audit function. In doing so, it is the Audit and Risk Committee's responsibility to maintain free and open communications between the Committee, the external auditors, the internal auditors and the management of the Company.
The role of the Nomination and Remuneration Committee is to assist the Board to meet its responsibilities in relation to the Company's governance practices and to review Board composition and Board succession planning.
The role of the Remuneration Committee is to assist the Board in establishing coherent remuneration policies and practices which enable GCS to attract, retain and motivate talented Employees and Directors who will create value for shareholders. The Remuneration Committee obtains independent advice on the appropriateness of remuneration packages if necessary.
The Board has policies designed to ensure that the Company's financial statements meet high standards of disclosure and provide the information necessary to understand the Company's financial performance and position. The policies require that the Chairman and Chief Financial Officer provide to the Board prior to the Board approving the annual and half-yearly accounts, a written statement that the accounts present a true and fair view, in all material respects, of the Company's financial performance and position and are in accordance with relevant accounting standards, laws and regulations.
As part of the Company's commitment to safeguarding integrity in financial reporting, the Company's accounts are subject to annual audit by an independent, professional auditor, who also reviews the half-yearly accounts.
Consistent with ASX Principle 6, the Auditor attends and is available to answer questions at, the Company's Annual General Meetings.
The Company has implemented procedures and policies to monitor the independence and competence of the Company's external auditors. Details of the amounts paid for both audit work and non-audit services are set out in the annual report.
The Board requires that adequate hand-over occurs in the year prior to rotation of an audit partner to ensure an efficient and effective audit under the new partner.
Consistent with ASX Principle 7, the Company is committed to the identification; monitoring and management of risks associated with its business activities and has embedded in its management and reporting systems a number of risk management controls. The Chairman is charged with implementing appropriate risk management systems within the Company.
The Board monitors and receives advice on areas of operational and financial risk, and considers strategies for appropriate risk management arrangements.
Specific areas of risk identified initially and which will be regularly considered at Board meetings include foreign currency, performance of activities, human resources, acceptance by regulatory authorities for the Company's products, markets, manufacturing, the environment, statutory compliance and continuous disclosure obligations.
As part of the reporting process the Managing Director and Chief Financial Officer provide to the Board prior to the Board approving the annual and half-yearly accounts, a written statement that the integrity of the financial statements (as per ASX Recommendation 4.1) are founded on a system of risk management and internal compliance and control which implements the Board's policies and the Company's risk management and internal control system is operating efficiently and effectively in all material matters.
Continuous Disclosure & Communications Policy
The Board aims to ensure that shareholders are kept informed of all major developments affecting the Company. Information is communicated to shareholders through the distribution of annual reports and by presentation to shareholders at the Annual General Meeting, which they are encouraged to attend.
The Company also understands and respects that timely disclosure of price sensitive information is central to the efficient operation of the Australian Stock Exchange's securities market and has adopted a policy covering announcements to the Australian Stock Exchange, prevention of selective or inadvertent disclosure, conduct of investor and analysts briefings and media communications. The policy is reviewed periodically by the Board.
Codes of Conduct
The Company has codes of conduct for the Board and Employees. The codes set out how the Directors and employees of the Company are expected to act. All Directors and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity. Every employee has a nominated manager to whom they may refer any issues arising from their employment.