Corporate
Governance
Constitution
The Warrnambool Cheese & Butter constitution was adopted at the
February 2004 general meeting of the Company to enable the listing
of the Company. This constitution provides for nine directors
with a minimum of four supplier directors.
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Board Committees
The Directors seek to achieve appropriate best practice in
corporate governance through the establishment of board committees
whose function it is to assist the Board carry out its duties in
specific areas. In this respect, the Audit & Risk, Nominations
& Remuneration and Supplier Relations & Pricing Policy
committees assist the Board in meeting its statutory and
stakeholder commitments and obligations. All committees
report to the Board on a regular basis.
Committee Membership
Audit &
Risk
Nominations & Remuneration
Michael Carroll
(Chair) Terry
Richardson (Chair)
Terry
Richardson Andrew
Anderson
Andrew
Anderson Bruce
Morley
John Gall
Bruce Morley
Supplier Relations & Pricing Policy
Bruce Vallance (Chair)
Andrew Anderson
Kay Antony
Michael Carroll
John Gall
David Lord
John McLean
Audit & Risk Committee
An audit committee was established in 1995 and became the
Audit & Risk Committee in May 2009. Its charter is to
review the appropriateness of the Company accounting systems,
procedures and controls, ensure regulatory and statutory
compliance, risk management and review of the audit function.
The committee meets regularly and makes appropriate
recommendations to the Board as required. The Company's
auditors, Coffey Hunt, participate in the committee meetings on
invitation. The auditors periodically meet with the committee
without management being present.
Nominations & Remuneration Committee
The purpose and the charter of this committee is to make
recommendations as to the appointment and retirement of senior
executives, non-executive and executive directors, board and CEO
remuneration matters, general personnel issues such as succession
planning, salary packages and to develop and implement programs for
director training and education and to evaluate and monitor the
Board's performance.
Supplier Relations & Pricing Policy Committee
The purpose of this committee is to liaise with and be an
effective communication channel between the Company and its milk
suppliers by organising functions, events and surveys; to arrange
for various communications in a timely manner; to recommend to the
Board where WCB should seek representation, or should support
representation by other entities or individuals; to make
recommendations to the Board regarding the Company's position in
relation to industry policy initiatives; and to ensure that
relevant issues are communicated to WCB management, suppliers,
employees, shareholders, customers and the community as
appropriate. The committee recommends the payment
systems, productivity amounts and incentives for milk payments. The
Board determines the milk price upon recommendations from
management.
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Rights of
Shareholders
The Board has engaged external
consultants to work with management to develop an improved
communications strategy. This will promote communications with
shareholders to assist the exercise of their rights and to assist
them in making informed decisions in relation to their
shareholding. The CEO is responsible for investor relations matters
and for the implementation of the communications strategy. The
process is assisted by a website to improve shareholder
communication and to make public various corporate governance
documents and Company publications in an electronic format.
Shareholder communications are also enhanced by the presence of the
auditors at the Annual General Meeting with the Chairman's
announcement that the auditors are present and available to answer
questions regarding the conduct of their audit.
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Financial Reporting
The Board, through its Audit & Risk Committee, has
implemented steps to assist in the verification and safeguarding of
the integrity of the Company financial reporting system. The
Chief Executive Officer and Chief Financial Officer attest to the
accuracy, correctness and compliance with accounting standards and
statutory regulation of the accounts. The composition and
processes of the Audit & Risk Committee have been structured
and established in accordance with the ASX Guidelines further
enhancing the integrity of the financial reporting process.
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Market Disclosure
The Company has been a disclosing entity since January
2000. Prior to listing on the ASX, the Company had a
continuous disclosure obligation pursuant to an undertaking given
to ASIC as part of the capital raising in January 2000. The
Corporations Act now imposes continuous and periodic disclosure
obligations to the ASX as well as its statutory obligations of
disclosure. To enable the Company to comply with its
disclosure obligations, it has adopted a Compliance Policy and
associated procedures. In brief terms, the policy provides
for a process of notification of matters that may be required to be
disclosed to the market.
The Company Secretary is the appointed Compliance Officer.
The Company Secretary is also responsible for the disclosure
to the ASX, as well as disclosure pursuant to the statutory
obligations. The Company Secretary regularly reports to the
Board and the Audit & Risk Committee as to the performance of
those obligations. There have been no departures from the
policy. The announcements made to the ASX to date are
available on the ASX website.
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Risk Management
The Company, through the Audit & Risk Committee is revising
the system of risk oversight and management. Over a number of
years, the Company has undergone risk surveys conducted by the
auditors, risk consultants, insurance underwriters and its
insurance brokers. As a result of those surveys, the Company
has implemented an internal risk review program that is addressing
the identified risks. These surveys and the responses have
covered both the physical and non-physical risks such as financial
risks. The Company is continuing to develop its systems
to further improve its risk identification, mitigation and
treatment program. To assist in the management of risk the Company
has a number of policies that address both operational and
financial risk. These policies include risk management,
occupational health & safety, foreign exchange hedging, fraud
& corruption, share trading, continuous disclosure &
compliance and credit control.
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Ethical Decision
Making
The Board has taken steps to promote ethical and responsible
decision making within the Company. As regards the Directors,
the Board has adopted a Code of Conduct recommended by the
Australian Institute of Company Directors. The Code is
specifically formulated for directors and aims to contribute to the
development of a culture of accountability and investor confidence
in the Board. The Code is in addition to the legal and statutory
obligations to which directors are already subjected to by reason
of their position. This Code is now supplemented by a Code
applicable to both Directors and senior executives adopted by the
Board in June 2011. The Board has also implemented a general
Code of Conduct for employees. The Code covers such topics as
conflicts of interest, fair dealing of fellow employees, suppliers
and customers, the protection of company assets and opportunities
and the encouragement of the reporting of unlawful or unethical
behaviours. To complement the codes, the Company has adopted
a whistleblower policy and anti-fraud policy. The Company has
also adopted a share trading policy that regulates share trading by
Directors, senior management and specified employees who have
day-to-day access to the Company's financial position. The
policy only allows limited share trading periods after major market
announcements such as the release of financial results, both annual
and half yearly, and the annual general meeting. The Board,
Chairman and Company Secretary monitor the policy. The
statutory provisions contained in the Corporations Act 'insider
trading' provisions supplement the policy.
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Diversity Issues
The Company has adopted a diversity policy
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