Corporate Governance & Quality Assurance
The Board of Directors of Willmott Forests Limited has adopted the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations as part of its Corporate Compliance Policy and Directors Commitment Statement. The Board of Directors oversees compliance with Willmott Forests' Corporate Governance policies and is responsible for providing strategic guidance to the business. Willmott Forests seeks to operate as a ‘Good Corporate Citizen' in an open and transparent manner with its customers, suppliers, shareholders and stakeholders.
Key responsibilities of the Board
The Board of Directors of Willmott Forests is responsible for:
- the strategic development of the Company;
- adherence to corporate and regulatory requirements;
- regular monitoring of the performance of executives and senior staff;
- the adoption of appropriate management and administrative systems; and
- the identification and application of appropriate risk management systems and compliance within the business.
A Board Charter expands upon the role, composition and responsibilities of the Board of Directors of the Company to the extent that these are not already set down by law, the Listing Rules of the Australian Stock Exchange and the Constitution of the Company.
To view the Board Charter click here.
The Board has adopted a Delegation of Authority Policy whereby the implementation of these responsibilities has been delegated to the Chief Executive Officer and Senior Executives of the Company.
To view the Delegation of Authority Policy click here.
Composition of the Board
The Board presently consists of five members, comprising the Chief Executive Officer and four Non-Executive Directors, three of whom are independent within the meaning of the ASX Corporate Governance Principles and Recommendations.
At each annual general meeting one-third of the Directors (except the nominated Chief Executive Officer) and any other Director who has held office for three years or more must retire from office. All Board members may offer themselves for re-election.
Appointment and Re-election of Directors
The Nomination Committee has adopted the following policies and procedures for the nomination and appointment of new directors:
- The Committee will periodically review the composition of the Board including: the length of tenure of directors and competencies of existing directors as part of the succession planning review for the Board. In carrying out such reviews, the Committee will determine and assess the desirable competencies required for the Board.
- The Committee will consider whether the Board maintains an appropriate balance of skills, experience and expertise.
- In the event of the retirement of an existing director or the casual appointment of a new director, the Committee will determine the range of skills, experience and expertise beneficial to the Board in respect of any new candidate recommended for appointment.
- Where a new appointment to the Board is sought, the Nomination Committee may seek the assistance of external consultants to identify appropriate candidates for directorship.
- A potential candidate will be required to provide to the Nomination Committee details of other relevant commitments.
- The Committee will provide an indication to the prospective director of any time commitment anticipated as a director of the Company, and will require the candidate to specifically acknowledge that he/she has sufficient time to meet those expectations.
- The appointment of a new director will be made pursuant to a letter of appointment containing, where appropriate, the matters set out in the guidelines issued by the ASX Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations.
At each annual general meeting one-third of the Directors (except the nominated Chief Executive Officer) and any other Director who has held office for three years or more must retire from office. All Board members may offer themselves for re-election.
Independent advice
The Charter of the Board of Willmott Forests provides for Directors to take independent professional advice, if warranted, at the Company's expense in relation to their roles as Directors of the Company. A Director proposing to seek such advice is required to seek approval from the Chairman, who may not reasonably refuse such approval. If approval is withheld the Director proposing to seek such advice is permitted to refer the issue to the full Board of the Company.
Committees
The Board has constituted four committees to assist in the implementation of its Corporate Governance practices, fiduciary and financial reporting and audit responsibilities.
Each committee operates under their respective Charter and meets at intervals that are relevant to their function and purpose.
Nomination Committee
The primary purpose of the Nomination Committee is to oversee the selection, nomination and appointment of Directors and subsequent performance of the Board. The Nomination Committee provides support and advice to the Board in fulfilling their responsibilities to shareholders in ensuring that the Board and its subsidiaries Boards are comprised of individuals who are best able to discharge the responsibilities of of Directors having regard to the law and the highest standards of governance.
To view the Charter of the Nomination Committee click here.
Audit and Risk Management Committee
The responsibility of the Audit and Risk Management Committee is to assist the Board in fulfilling its audit duties through review and supervision of the Company's accounting systems, financial reporting process and internal control system and to minimise risks to the Company's assets, reputation and business undertakings while overseeing the prevention, detection and investigation of fraud and other irregularities.
To view the Charter of the Audit and Risk Management Committee click here.
Remuneration Committee
The responsibility of the Remuneration Committee is to advise the Board and make recommendations for the remuneration and other salary compensation arrangements for senior executives.
To view the Charter of the Remuneration Committee click here.
Compliance Committee
The primary purpose of the Compliance Committee is to support the Board by providing oversight and supervision of compliance with Willmott Forests' obligations and reporting in accordance with internal and statutory obligations.
To view the Charter of the Compliance Committee click here.
Conflict of interest
To ensure that Willmott Forests deals with its customers and suppliers in an open and transparent manner, a Conflict of Interest policy has been developed to ensure that potential and actual conflicts of interest that are relevant to the operation of the business are identified and monitored.
To view the Policy for Managing Conflicts of Interest click here.
Code of Conduct and Ethical standards
Willmott Forests seeks to conduct its business in an ethical manner and places a strong emphasis on compliance with policies to ensure that all Directors, Executives and employees act with integrity and objectivity in their dealings with all people that they come in contact with during their working life with the Company. The Board has approved and published a Code of Conduct that applies to all Directors, employees, consultants, agents, contractors and other people when they represent the Company.
The Code of Conduct recognises practices necessary to take into account legal obligations and expectations of stakeholders. All stakeholders are requested to report any breach or potential breach of the Willmott Forests Code of Conduct.
To view the Code of Conduct Policy click here.
The Company has adopted a Good Neighbour Policy and seeks consultation with local community groups and its neighbours. This includes acting with the utmost integrity and good faith.
In addition Willmott Forests is actively involved in the following:
- membership at Australian Plantation Products and Paper Industry Council (A3P);
- membership of Australian Forest Growers (AFG);
- patronage of the Joseph William Gottstein Memorial Trust, the national education trust of the Australian Forest Industries:
- commitment to the Willmott Forests Award for Academic Excellence in the Advanced Diploma of Forestry (Melbourne University - Creswick Campus);
- implementation of the Code of Forestry Practice; and
- continuing social commitment to training and employment.
Share Dealings by Directors, Executives and other staff
The Board has adopted a policy for Directors, Executives and staff trading in securities of the Company whereby staff who are in possession of or likely to be in possession of price sensitive information are only able to deal in Willmott Forests Limited securities for a period of 35 days commencing two business days after the release of half yearly and annual reports. The Company Secretary oversees compliance with this policy.
Directors and Executives especially are aware of their obligations to ensure that they do not communicate price sensitive information to any other person who is likely to buy or sell Willmott Forests Limited securities or communicate that information to another party.
To view the Trading Policy click here.
Financial reporting
It is the responsibility of the Audit and Risk Management Committee to oversee and ensure the financial integrity of Willmott Forests' financial information. The Chief Executive Office and the Chief Financial Officer confirm to the Board the integrity of the financial reports and also the existence and operation of the system of risk oversight and management and internal control. Independent verification is undertaken of the external auditor's competence as well as ensuring their independence.
Continuous disclosure and shareholder communication
As an ASX listed entity, Willmott Forests is obliged and has undertaken to comply with the ASX Listing Rules.
The Board strongly believes that that Company's shareholders should be fully informed of all material matters that affect the Company in accordance with its continuous disclosure obligations. Procedures are in place to review all information and to ensure all relevant information is immediately released to the market.
The Company Secretary has been appointed as the person responsible for the communications with the Australian Securities Exchange.
Following release to the ASX, all financial reports and other significant information are available on the Company's website for access by its shareholders and the broader community. Shareholders are also given the option to receive their copy of the Willmott Forests Annual Report and other announcements electronically. Through its website and communications with shareholders the Company encourages them to attend general meetings of shareholders.
Shareholders
In addition to fulfilling its listing obligations and making announcements through the Australian Stock Exchange, Willmott Forests maintains a copy on its website of company announcements, reports, notices and other information for stakeholders to access. This is in addition to providing shareholders with the option to receive their copy of the Willmott Forests Annual Report and other announcements electronically.
Risk management
The Board acknowledges its responsibility for risk oversight and ensuring that significant risks are appropriately managed, whilst acknowledging that such risks may not be wholly eliminated. The Board has established a formal risk management system under which risks are reported to management throughout the Company with significant risks being reported to the Board.
Senior Management is ultimately responsible and accountable for managing risk across the business, supported by the risk management function, which provides regular reports to the Board. The risk management function ensures that adequate mechanisms are in place to identify, assess and manage strategic, financial, operational and regulatory risks, and that corporate performance is reviewed across a broad range of issues. The Board receives regular reports on the effectiveness of the Company's internal control system. The Chief Executive Officer is required to report on the progress of, and on all matters associated with, risk management as a standing item at each Board meeting. The Chief Executive Officer is to report to the Board as to the effectiveness of the Company's management of its material business risks regularly.
The Audit and Risk Management Committee has been delegated responsibility by the Board for risk oversight and the Senior Management is responsible for ensuring that appropriate risk management policies, systems and resources are in place.
The Chief Executive Officer and Chief Financial Officer confirm in writing that the declaration provided in accordance with s295A of the Corporations Act is founded on a sound system of risk management and internal compliance and control systems which, in all material respects, implement the policies which have been adopted by the Board of Directors either directly or through delegation to senior executives and that such systems are operating effectively and efficiently in all material respects in relation to financial reporting risks.
Accreditation under AS/NZS ISO9001
Willmott Forests is accredited under ISO9001:2008 Quality Management Systems. This accreditation requires that systems are implemented which provide a structured framework for business operations.
Compliance
The company operates within a structured compliance framework and monitors all aspects of its operations. The framework brings together supervision and monitoring of important obligations and provides timely reporting and feedback to the Board.
Performance and remuneration
Key Performance Indicators are documented and reviewed regularly to actively monitor and encourage the performance of all staff within Willmott Forests. To actively monitor and encourage the performance of all staff within Willmott Forests, Key Performance Indicators are documented for all staff and reviewed regularly. Each Senior Executive is evaluated annually by the Chief Executive Officer against these Indicators at a meeting at which their individual remuneration is also reviewed. Staff are also encouraged to undertake further education which is relevant to their role and position within the Company. Willmott Forests seeks to attract and retain appropriately experienced employees through providing competitive remuneration. It aims to remunerate staff within the top quartile for the industry. Remuneration packages are balanced to ensure an appropriate apportionment between fixed salary and incentives. All remuneration is reviewed annually.
Stakeholders
Willmott Forests undertakes its business in conjunction with a wide range of stakeholders. In undertaking its business it seeks to consider the interests of all parties and operate under appropriate codes of conduct such as those mentioned above.
