Corporate Governance

Corporate governance is about the way a corporation is directed, administered or controlled on behalf of its stakeholders. These include our shareholders, employees, suppliers, customers, regulatory authorities and the community at large.

The Board of Brickworks Limited is committed to developing and maintaining good corporate governance within the Company, and recognises this can only be achieved through its people and their actions. Brickworks’ long term future is best served by ensuring that its employees have the highest levels of honesty and integrity and that employees are retained and encouraged to develop their capabilities through fair remuneration, appropriate long term incentives and equity participation in the Company. It is also critical to the success of the Company that an appropriate culture is nurtured and developed, starting with the Board itself.

Brickworks Limited has policies and procedures in place that help to ensure the highest standards of corporate governance. We abide by all laws of Australia and the requirements of regulatory authorities in each State.

 

 

Appendix 4G & Corporate Governance Statement 2016

 

BOARD RESPONSIBILITIES

The role of a board of directors is to govern, rather than manage, a company. The principal functions and responsibilities of the Board include the following:

  • Providing leadership to the Company and its employees;
  • Overseeing the development and implementation of appropriate corporate strategies;
  • Ensuring corporate accountability to shareholders;
  • Overseeing the control and accountability systems within the Company;
  • Ensuring robust and effective risk management, compliance and control systems are in place and operating effectively;
  • Monitoring the performance and conduct of the Company;
  • Monitoring the performance and conduct of senior management, and ensuring adequate succession plans are in place; and
  • Ensuring the Company continually builds an honest and ethical culture

In broad terms, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. This includes directing and delegating senior officers who manage the day-to-day affairs of the company.

In accordance with its responsibilities under corporate governance, the Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body.

DIRECTOR APPOINTMENTS

It is Board policy that the majority of the Board should be non-executive directors, and the Chairman should be a non-executive director. Non-executive Directors with Brickworks Limited are responsible for reviewing the composition of the Board. This ensures that directors are chosen on the basis of appropriate experience and expertise.

Where a vacancy exists on the Board, or where the non-executive directors consider that the Board would benefit from the appointment of additional directors with particular expertise or experience, the nonexecutive directors, in conjunction with external advisors if appropriate, will select suitable candidates.

Brickworks Limited does not have a separate nomination committee, however the non-executive members of the Board fulfil the role of a nomination committee. Any director appointed by the Board in this manner must be re-elected at the next Annual General Meeting.

Nomination Committee Charter

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BOARD PERFORMANCE REVIEWS

The performance of the Managing Director and senior executive staff is formally reviewed twice yearly by the non-executive directors. Senior executive performance is continually monitored by the Managing Director on behalf of the board, and the Managing Director’s performance is subject to continuous monitoring by the full board.

The performance of non-executive directors is reviewed by the Chairman. If the performance of any non-executive director is considered unsatisfactory, the matter is referred to the remainder of the Board.

The efficiency, effectiveness and operations of the board are continuously subject to informal monitoring by the Chairman and the board as a whole.

AUDIT & RISK MANAGEMENT & CONTROLS

Managing risks associated with its various activities helps Brickworks to protect its employees, shareholders, the environment, our assets and earnings, our markets and our reputation.

You can find specific risk management and internal control policies in the Brickworks Group policy manual. Our policies assist the Board to manage risks in areas such as health and safety, environmental issues, industrial relations, insurance and legal matters. Certain risk management techniques, including foreign currency and interest rate hedging, may only be undertaken where approved by the full Board of directors.

The Board requires the Managing Director and Chief Financial Officer to sign off (via the Audit Committee) on risk management and internal compliance and control systems implemented by the Board. Sign-off also implies that these compliance and control systems are operating efficiently and effectively in all material respects.

Brickworks maintains an internal audit function, which reports to the audit committee, that has responsibility to review the ongoing operation of the internal compliance and control systems and report breaches of these systems to the audit committee and senior management.

Audit & Risk Committee Charter

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CONTINUOUS DISCLOSURE

ASX listing rule 3.1, which deals with continuous disclosure to the markets, states generally that once a company becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the company’s securities the company must immediately tell the ASX that information.

All Brickworks employees have a responsibility to advise either the Managing Director, Chief Financial Officer or Group Company Secretary of any information about Brickworks or its subsidiaries which could be considered price sensitive for Brickworks shares.

Brickworks senior management, in consultation with the Chairman of the Board of Directors (or the full Board where appropriate), will determine which information will be released to the ASX and what form this release will take.

SHARE TRADING POLICY

Directors of Brickworks Limited are prohibited from engaging in insider trading and also from encouraging another person (eg, family members or business colleagues) to deal in the shares of the company when we have inside information. This extends to trading in the shares of Brickworks clients when we have inside information relating to that clients’ business.

Directors and Senior Management are permitted to trade in Brickworks shares during authorised share trading windows, which are for a period of six (6) weeks duration each commencing at:

  1. the announcement of the Yearly result to the ASX;
  2. the AGM date;
  3. the announcement of the half yearly result to the ASX;
  4. the lodgement of a prospectus;

Any person(s) involved in the business affairs of Brickworks Limited who wishes to trade during a trading window must still give consideration to whether that person holds any inside information and if so, the person should not trade in those shares. If insider trading is being conducted within such a ‘window’ then it is still an offence.

In exceptional circumstances, senior management and directors may trade outside these windows, providing they obtain approval from the Managing Director or Chairman respectively prior to trading.

This restriction does not apply to normal fixed monthly share purchases made by the trustee through the Brickworks Employee Share Plans. This policy applies to both Ordinary shares and Reset Preference Shares (PAVERS).

REMUNERATION COMMITTEE

Policies for determining the nature and amount of remuneration for the Managing Director and senior managers (“senior executives”) are developed by the Remuneration Committee for approval by the Board. Once approved by the Board, these policies are applied consistently across all divisions within the Group. Brickworks’ remuneration policy is designed to ensure that every senior executive’s remuneration reflects their duties and responsibilities, as well as ensuring that the Group is able to attract and retain key talent cost effectively.

The Board of Brickworks recognises that the Group’s performance is very dependent on its capacity to attract, retain and develop highly skilled and motivated employees. Whilst remuneration is a key factor in achieving these objectives, the Board recognises there are other factors which influence this capacity, including the culture, reputation, work environment, human resource and professional development policies of the Group.


Remuneration Committee Charter

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CODE OF CONDUCT

Brickworks Group has always had an unwritten code of acceptable conduct expected of all employees while engaged on Company business.

The Board has established a Code of Conduct for the Brickworks Group of companies that places a formal framework around the conduct expected of all employees. This code is centred on having the Company and its employees achieve the highest integrity in all its business dealings, at all levels of the organisation. Our expectation is that all employees will be aware of the required standard of conduct to enable the Group to conduct its affairs in a legal and socially responsible manner.

ETHICAL STANDARDS

Brickworks believes that a reputation for honesty and integrity is one of the company’s most important corporate assets.

The policy of the Brickworks divisions is to achieve the goal of highest integrity in all its business dealings, at all levels of the organisation, wherever Brickworks operates.

Brickworks will strictly obey the laws under which it operates. The company cares about how results are achieved, and will not tolerate employees who deal dishonestly or who break the law in carrying out company business.

Brickworks expects its employees at all levels to comply with its policies and rules. The company expects its books and records to be kept honestly and scrupulously, and its employees to be open and honest with their managers and with the company’s auditors.

It is important that all our actions and decisions are not only completely lawful but also comply with current moral and community standards. Even though a contemplated decision or action related to Brickworks Group's business may be lawful, you should not carry it out if you would be unhappy or embarrassed if details of your decision or action were to be revealed to your family, friends, members of the community that you respect or revealed to colleagues in your professional association.

All employees are required to avoid any conflict between their personal interests and the interests of Brickworks in their dealings with customers, suppliers and other third parties.

Brickworks management will not criticise an employee who behaves with integrity and in compliance with this Ethics Policy, even if it impacts on corporate results.

Brickworks management will support any employee who brings any breaches of this policy to their attention.

Brickworks Group's reputation depends on each of us adopting these standards and we all, as Brickworks Group employees, have a responsibility to act at all times in accordance with these standards.

EXCELLENCE IN PERFORMANCE

Brickworks Group has a valuable reputation for excellence in all its activities. The continued success and growth of the Company is very much dependent on the consistent achievement of excellence and quality in all Company operations and this, in turn, can only be realised when all employees adopt the aims of consistent quality and excellence in product and performance.

To achieve these aims, we must ensure that we have available an adequate body of knowledge for the quality and excellence required in our work and we must acknowledge that each of us has a responsibility to continue to develop our professional expertise and to encourage each of our fellow employees to do likewise.

It is not unusual to require help and assistance and, rather than make an uninformed or rash decision, we all have the obligation to refer matters in which we need assistance to a Supervisor or Manager qualified to provide advice. We all have an obligation to seek advice on both technical and ethical matters where necessary and to provide help when requested.

UNAUTHORISED GAINS

No employee is to accept gifts, free services, discounts, secret commissions or any other gains from suppliers, contractors or clients. This is particularly applicable where the potential gain is intended to influence the outcome of business decisions being made by employees.

This requirement does not prevent us from attending social or sporting functions, but makes the receipt of gifts, other than those of a very minor nature (less than $50) at any time of the year unacceptable.

It is also important that, should you wish to personally utilise goods or services from any supplier or subcontractor to Brickworks Group, the basis of that arrangement be approved in writing by the Managing Director/ CEO or General Manager prior to commitment.

CONFLICT OF INTEREST

The prime business loyalty of each employee is to Brickworks Group, its shareholders and its clients.

In situations where personal interests conflict with those of Brickworks Group, the conflict must be avoided or managed so that there is no detriment to Brickworks Group's interests. Where there is doubt that a conflict of interest exists, or it is believed a potential conflict may arise, then it must be discussed with senior management.

If, however, a conflict of interest has been allowed to develop, then it must be disclosed immediately to senior management.

CONFIDENTIALITY

As employees, we must keep confidential all competitive, commercially sensitive and proprietary information which is the property of Brickworks Group (or its clients, consultants, subcontractors and suppliers) and must not disclose such information without specific authorisation from senior management.

PUBLIC STATEMENTS

Employees must not make public statements or participate in any type of media interview on work related subjects unless specifically authorised to do so. This applies especially when "off the record" comments may be requested from us in a relatively informal fashion by news media.

INSIDER TRADING

It is not only against the law but also ethically wrong for us to benefit financially from dealing in shares of the parent company (Brickworks Limited) when we are in possession of significant price sensitive information about Brickworks Limited or its business and this information is not available to the public.

Refer to Share Trading Policy below

EQUAL OPPORTUNITY, ANTI-DISCRIMINATION AND HARASSMENT

Brickworks Group has established an Equal Employment Opportunity Policy, together with an Anti-Discrimination and Sexual Harassment Policy. All employees have an obligation to act during all work related activities in accordance with these policies.

DIVERSITY POLICY

Brickworks Limited is committed to an inclusive culture where all employees are treated with dignity and respect, valued for their contributions and diverse backgrounds, experiences and perspectives.

We believe that by valuing diversity in our business, we will:

  • Deliver better customer service, improved business performance and stronger corporate reputation;
  • Gain competitive advantage by understanding and reflecting the customers and local communities that we serve; and
  • Engage our employees by providing an open, fair and diverse work environment.
We understand that each individual is unique and different. These differences can include gender, ethnicity, age, sexual orientation, physical abilities, family status, and religious beliefs.

Brickworks commitment to recognising the importance of diversity is supported by the Company’s Equal Employment Opportunity Policy which aims to eliminate all forms of unlawful discrimination, harassment, bullying and victimisation in the workplace.

The Board in conjunction with management is responsible for establishing measureable objectives for achieving gender diversity, and any other aspects of diversity nominated by the Board.

The Board will undertake an annual assessment of the diversity objectives, as well as the progress in achieving the objectives. Further information can be found in the Brickworks Corporate Governance Statement.

 

SHAREHOLDER COMMUNICATIONS

We aim to keep our shareholders and other interested parties informed about our activities. 

ASX website www.asx.com.au – Brickworks securities are traded under the market codes BKW (for ordinary shares) and BKWPA (for Redeemable Preference Shares also known as PAVERS). The ASX site also contains information on market releases.

Brickworks website –  This website includes details of recent financial statements, ASX announcements, corporate governance information and general company information.

Mail – if you are a shareholder we will send mail you information at specific times during the year, eg the release of full year and half year results, and the results of the AGM. We also provide other information throughout the year on an as required basis.

Brickworks Annual General Meeting – if you are a shareholder then we encourage you to attend our AGM which is usually held around the beginning of November. You can put your question(s) to the Board of Directors and the auditors in relation to any motion before the meeting. You can also ask general questions of the meeting.

Email us at info@brickworks.com.au.