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The Directors of EGL are responsible for
the corporate governance practices of the Company.
The following statement sets out the main
corporate governance practices in operation during the financial
year, designed to ensure that EGL meets the highest ethical,
social and governance standards.
Role of the
Board and Management
The Board carries out its responsibility by:
- Ensuring the Board has a majority of Non-Executive
Directors and an independent, Non-Executive Chairman;
- Ensuring the Board has a broad range of
skills, qualifications and experience with time available
to commit to EGL;
- Ensuring that the Board meets on a regular
basis;
- Appointing, rewarding and monitoring the
performance of the Managing Director;
- Approving annual financial reports and
budgets;
- Identifying business risk and assuring
effective risk management and compliance;
- Ensuring that EGL has implemented adequate
systems
of internal controls together with appropriate reviews of compliance activities;
- Providing strategic direction and adopting
a corporate strategy;
- Monitoring business performance, capabilities
and strategic alliances;
- Formulating policies addressing
operations and ethical standards.
| Independant
advice to Directors |
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Directors have the right to seek independent
advice at the Company’s expense, in order to fulfill
their duties and responsibilities as Directors, after approval
is sought from
the Chairman.
Composition
of the Board
The Board has determined that the optimum number of Directors,
taking into account the size of the Company, is four Non-Executive
Directors and one Executive Director, being the Managing
Director. The Chairman is an independent Non-Executive Director
with the necessary time commitment and qualifications to
support the Managing Director.
The Board assesses its performance annually
and sets objectives for improvement.
Directors are issued individual letters of
appointment, which set out performance expectations. The
Chairman reviews Directors’ individual performance
annually. The Chairmans’ performance is assessed collectively
by the Board.
During the year we completed a formal, multistage
Board Appraisal resulting in detailed feedback, development
of a comprehensive set of recommendations and the implementation
of improved processes to support performance.
Directors
shareholding policy
Board policy is to encourage Directors to
hold shares in the Company to ensure Directors’ interests
are aligned with that of the shareholders, taking account
of legal responsibilities under current laws and regulations.
Details of the Directors’ shareholdings, options and
remuneration are contained in the Directors’ Report.
Taking into account the size of the Company,
the full Board assume the role of the Remuneration, Audit
and Nomination Committees, setting aside a specific portion
of its meetings
for relevant matters arising.
Audit Committee
The Audit Committee provides an open forum
for review of the Company’s financial statements between
the Board and the external auditors.
The main functions are:
- Review of the half-year and annual financial
report;
- Effectiveness of the financial, operational,
management
and internal control systems;
- Reviewing the efficiency of the external
audit function.
Other than as set out in the Corporations
Act, no specific procedures exist for the nomination or appointment
of external auditors.
Remuneration Committee
The Remuneration Committee reviews the recommendation
of the Managing Director regarding the remuneration of staff,
including Executive Directors, on an annual basis.
The Managing Director bases his recommendations
on the remuneration including base salary, fringe benefits,
superannuation, entitlements and performance related incentives
based on remuneration surveys and comparative market value.
The Committee annually reviews and recommends remuneration
for Directors and the Managing Director, prior to formal
Board approval.
Nomination Committee
In accordance with the Constitution, Non-Executive
Directors are appointed for an initial period of six years
with re-election during this term being determined by the
shareholders every three years. Subject to the Board’s
competency requirements and the Directors’ performance,
Directors may be appointed for further terms of six years.
No other formal criteria for election of
Directors currently exist. Additional Directors will be considered
as the Company grows and/or specific expertise is required
to complement those of the existing Board.
EGL is committed to making timely and balanced
disclosure of all material matters concerning the Company
to all investors.
Company announcements to the ASX are factual
and presented in a clear and balanced way.
The Managing Director has prime responsibility
for deciding what information will be disclosed. All announcements
are vetted by the Company Secretary prior to release to the
ASX.
Risk management
Risk management is an integral part of EGL’s
Management System with clearly identified levels of
authority and responsibilities.
All new employees go through a formal induction
process, which includes training in the use of the Management
System.
| Quality
management system |
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Our Quality Management System, which complies
with the ISO 9001. Standard, was reviewed and approved during
the year by an independent auditor.
Occupational
health, safety and rehabilitation
As well as creating an interesting and rewarding
workplace for our employees, one of our highest priorities
is to create a safe workplace.
EGL operate an Occupational, Health, Safety
and Rehabilitation Scheme, which meets the requirements of
the NSW Government O, H & S Act and Regulations. This
is an integral part of our Management System.
A report on Lost Time Injuries is submitted
at each Board Meeting as part of the Managing Directors’ Report.
There were no lost time injuries during the year for EGL
employees.
A safety-conscious culture is encouraged
and supported by continuous training and auditing.
| Communication
with shareholders |
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Electronic copies of the Annual Report are available to
all shareholders, with a hard copy distributed to all shareholders
who has requested one. The Board ensures that the Annual
Report includes relevant information about the operations
of EGL during the year, changes in the state of affairs of
the Company and details of future developments, in addition
to the other disclosures required by the Corporations Act.
Half year reviewed financial statements prepared in accordance
with the requirements of International Financial Reporting
Standards and the Corporations Act are lodged with the Australian
Securities (ASX) Exchange Limited and the Australian Securities
and Investments Commission. The financial statements are
sent to any shareholder that requests them.
Timely and balanced disclosure of all material
matters concerning the Company are made to the ASX. These
are immediately posted on the ASX website and subsequently
on the website of EGL and the websites of internet based
brokers such as Comsec or Etrade.
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