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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.
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:
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.
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.
The performance of the Managing Director and senior executive staff is formally reviewed annually 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.
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.
The Company is committed to the objective of promoting investor confidence and the rights of investors by:
complying with the continuous disclosure obligations imposed by law;
ensuring that company announcements are presented in a factual, clear and balanced way;
ensuring that investors have equal and timely access to material information concerning the Company; and
communicating effectively with investors and making it easy for them to participate in general meetings.
The Continuous Disclosure Policy outlines corporate governance measures adopted by the Company to further its commitments. It applies to all directors on the board of the Company, as well as officers, employees and consultants of the Company.
Listing Rule 3.1 requires the Company, subject to certain exceptions, to immediately (meaning, “promptly and without delay”) disclose to the market any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities. Disclosure is made by making an announcement to ASX.
This information needs to be disclosed to ASX under ASX Listing Rule 3.1 unless an exception applies at that time.
The Company has established a Disclosure Committee to manage the Company’s compliance with its disclosure obligations and this policy.
Disclosure and materiality guidelines are provided to all officers and relevant employees.
The Company will not release any information publicly that is required to be disclosed through ASX until the Company has received formal confirmation of its release to the market by ASX, unless otherwise permitted by the Listing Rules.
We aim to keep our shareholders and other interested parties informed about our activities.
The Company will post on its website relevant announcements made to the market and related information, (which may include slides and presentations used in analyst or media briefings) after they have been given to ASX and following confirmation of release to the market by ASX.
Material price sensitive information will be posted as soon as reasonably practicable after its release to ASX following receipt of confirmation from ASX.
The Company may conduct briefings for analysts and institutional investors from time to time to discuss matters concerning the Company.
The Company produces half yearly and yearly financial reports and an annual report in accordance with the Corporations Act, the Listing Rules and applicable accounting standards. It seeks to give balanced and understandable information about the Company and its proposals in its reports to investors.
The Company uses its website to provide investors with information about the Company and its governance. Investor information will be posted in a separate part on the website from other material about the Company.
Shareholders may elect to receive information electronically as it is posted on the Company’s website. The website provides information about how to make this election. Shareholders may also communicate electronically with the Company and its Registry as provided for on the website.
The Company will communicate by post with shareholders who have not elected to receive information electronically.
General meetings are used to communicate with shareholders and allow an opportunity for informed shareholder participation. Shareholders are encouraged to attend or, if unable to attend, to vote on the motions proposed by appointing a proxy or using any other means included in the notice of meeting. The Company conducts its general meetings in accordance with the Company’s constitution, the Corporations Act and the Listing Rules. The Board will consider the use of technology and other means to facilitate shareholder participation as appropriate.
The Company seeks to ensure that the form, content and delivery of notices of general meetings will comply with the Company’s constitution, the Corporations Act and Listing Rules. Notices of meeting and accompanying explanatory notes aim to clearly, concisely and accurately set out the nature of the business to be considered at the meeting. The Company will place notices of general meetings and accompanying explanatory material on the Company’s website.
The external auditor will attend the annual general meeting and be available to answer questions about the conduct of the audit and the preparation and content of the auditor’s report.
The Company recognises that privacy is important and will not disclose registered shareholder details unless required by law. Shareholder details will only be used in accordance with applicable privacy laws.
The Disclosure Committee will review this policy from time to time and report to the Board any changes it considers should be made. This policy may be amended by resolution of the Board.
All directors and employees and Connected Persons (being spouses, partner or minor children or dependants or a company or trust that that a director or employee or such connected persons control) are prohibited from dealing in Brickworks Limited securities while in possession of inside information regarding the Company.
In addition to the other restrictions contained in the Securities Trading Policy directors, member of the executive team, their executive assistant or specified employees are required to follow additional notification and procedures as follows:
In exceptional circumstances, Executive Team members, their Executive Assistants or Specified Persons may trade outside these windows, providing they obtain written approval from the Chair respectively prior to trading. Exceptional circumstances can include severe financial hardship and the requirement to comply with a legal or regulatory requirement
Speculative dealing in the Company’s securities such as dealing for a short term gain is prohibited at all times.
Short selling or in dealing through contracts for difference or derivatives linked specifically to the Company’s securities is prohibited.
Entering into any stock borrowing or margin loan arrangement in relation to security holdings in the Company, transferring securities in the Company into an existing margin loan account and selling securities in the Company to satisfy a call pursuant to a margin loan is prohibited.
Short selling can send a negative message about the level of confidence in the prospects of the Company. Short selling the Company’s securities is prohibited.
Securities Trading Policy
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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.
The purpose of the Code of Conduct is to set standards of conduct expected of Brickworks directors, officers and employees.
Brickworks employees should be respectful, professional and act with honesty and integrity to maintain high ethical standards and uphold Brickworks reputation.
High standards of conduct will serve to enhance Brickworks reputation for fair and responsible trading and encourage appropriate behaviour across the business.
The Code of Conduct is based on the Brickworks values. The Brickworks core values underpin the way in which we act and behave at Brickworks. They describe what's important to us, and guides our interactions with each other, our customers, suppliers, contractors and the community.
It outlines a number of fundamental standards to inform and explain expectations of Brickworks employees towards its people, third parties, governments, the community and investors including the following:
Brickworks is committed to providing healthy and safe workplaces for all employees, contractors and visitors working within, or visiting, Brickworks premises;
Brickworks 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;
When using social media, Brickworks employees must act responsibly, lawfully and respectfully towards the Company, co-workers and customers;
Brickworks is committed to ensuring that actual, potential and perceived conflicts of interest are identified and avoided, or in situations where they cannot be avoided they are appropriately managed;
Brickworks complies with and uphold all laws against bribery, corruption and related conduct applying to the jurisdictions where Brickworks operates. Accordingly the company has a strict policy not to offer secret commissions or bribes to further its business interests. Depending on the circumstances facilitation payments such as customary, unofficial minor payments to speed up a routine government action may breach anti-bribery laws;
Brickworks is committed to promoting fair competition and dealing fairly with customers, suppliers, competitors and other third parties;
All dealings with politicians and government officials which relate to the Company and its business activities must be conducted at arm’s length and with the utmost professionalism;
Donations to any political party, political candidate or elected official are prohibited;
Brickworks is committed to compliance with environmental laws and regulations and minimising environmental harm; and
Brickworks intellectual property and confidential information are valuable assets that all employees must take precautions to protect and secure at all times.
All employers have a responsibility to report a breach of the Code of Conduct.
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: