Corporate Governance

Constitution Board Committees
Rights of Shareholders                           Financial Reporting                           
Market Disclosure Risk Management
Ethical Decision Making Diversity Issues
Privacy Policy Credit Reporting Policy

 

Constitution

The Warrnambool Cheese & Butter constitution was approved by shareholders at the General Meeting held 9 May 2014.

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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
Neville Fielke (Chair)                            Neville Fielke (Chair)
Louis-Philippe Carrière                         Louis-Philippe Carrière
Terry Richardson                                  Terry Richardson
Lino A. Saputo, Jr.                                Lino A. Saputo, Jr.
Dino Dello Sbarba                                Dino Dello Sbarba
Bruce Vallance                                     Bruce Vallance 

Supplier Relations & Pricing Policy
Bruce Vallance (Chair)
Neville Fielke
Terry Richardson

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 administration of the Executive Performance Rights Plan; 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 recommend the payment systems, productivity amounts and incentives for milk payments; 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 Board determines the milk price upon recommendations from management.

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Rights of Shareholders

In 2012 the Board engaged external consultants to work with management to develop an improved communications strategy to 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 CEO, in consultation with the Board where appropriate or necessary, is responsible for deciding if information should be disclosed to the ASX. The Company Secretary is responsible for assisting the CEO and Board meet their continuous disclosure obligations under ASX Listing Rules, as well as liaising with the ASX and facilitating the preparation and release of company announcements. The Company Secretary must maintain a register of decisions and announcements that contains details of market-sensitive information disclosed to the market and matters considered for disclosure to the market subsequently determined to be non disclosable matters.

The Company Secretary is required under the policy to report to the Board at each of its regular board meetings as to compliance with ASX Listing Rules and the Continuous Disclosure Policy. 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 Executive team and the Audit & Risk Committee, continually reviews its risk profile. 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 these 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, including the establishment of a web-based risk register to monitor and manage each identified risk. 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 and safety, foreign exchange hedging, fraud and corruption, share trading, continuous disclosure, whistleblower 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 fraud and corruption control policies. In February 2013 the Company engaged consultancy firm Deloitte to provide an independent whistleblower service for employees to report workplace misconduct.

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.

WCB's Diversity Policy, adopted in 2011, remains in force with a key vision of recognising the Company's talented and diverse workforce. The Company's competitive advantage and business success is a reflection of the quality and skill of its people, and WCB is committed to seeking out and retaining the best talent to ensure continued business growth and performance.

The principles of WCB's Diversity Policy are also supported by the Company's Equal Employment Opportunity (EEO) Policy.

The Company continues to embrace a culture of attracting and retaining a diverse range of talent through identifying and developing emerging talent within the business and applying consistency and fairness in merit-based recruitment and selection practices.

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Privacy Policy

WCB is committed to meeting its compliance obligations and protecting personal information.  View WCB's Privacy Policy here.

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Credit Reporting Policy

WCB is a 'Credit Provider' for the purposes of the Privacy Act 1988 (Cth), are bound by the credit reporting provisions in the Privacy Act, and are subject to the Credit Reporting Code registered under that Act.

This Credit Reporting Policy provides you with information about how we collect, use, disclose and manage your Personal Credit Information, Credit Reporting Information and Credit Eligibility Information (Credit-Related Information). This Policy does not apply to the collection or use of Credit-Related Information about corporations.

You should read this Credit Reporting Policy in conjunction with the WCB Privacy Policy.

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