The Board of Directors of Computershare Limited is responsible for the corporate governance of the Computershare group. The Board of Directors is also responsible for setting the strategic direction of the Computershare group and ensuring it is effectively managed. The Board keeps its own processes under review with the aim to achieve global best practice in matters of corporate governance. To assist in the execution of its responsibilities, the Board has established several Board committees and a framework for the management of the Computershare group.

THE BOARD

The Board is currently comprised of four non-executive directors and three executive directors ensuring independence and objectivity. The chairman is a non-executive director. Details of each current member of the Board and their respective shareholdings are set out in the Directors' Report.

BOARD COMMITTEES

The Board has created a number of committees including the nomination committee, the risk and audit committee and the remuneration committee.

It is the Board's policy that committees dealing with corporate governance matters should be chaired by a non-executive director and have at least a majority of members being non-executive directors. Any director or committee of the Board is entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise, and is entitled to obtain such resources and information from the Company, including direct access to employees of and advisers to the Company, as they may require.

NOMINATION COMMITTEE

The composition of the Board is reviewed at least annually by the nomination committee to ensure that the Board has the appropriate range of expertise and experience. Any selection of suitable candidates for the position of director must stand for election at the general meeting of shareholders. The nomination committee is comprised of Sandy Murdoch, Peter Griffin, and Tony Wales.

RISK AND AUDIT COMMITTEE

The principal functions of the risk and audit committee include reviewing and making recommendations to the Board and assisting it in the discharge of its responsibilities relating to accounting policy and disclosure. It is responsible for assessing the adequacy of accounting, financial and operating controls, reviewing the performance of external auditors and examining their evaluation of internal controls and management's response.

The audit committee is chaired by Tony Wales and has two other members being Sandy Murdoch and Peter Griffin. The managing director, chief financial officer, and the Company's external auditors are invited to risk and audit committee meetings at the discretion of the committee. The committee meets at least twice each year.

REMUNERATION COMMITTEE

The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the chief executive officer and the executive team.

The senior executive management of the Company comprising the founders and major shareholders, have specifically expressed the view that their remuneration should take some account of the significant equity holding they have in the Company. In this light, the remuneration committee has allowed remuneration for such personnel to be retained at a rate below market level and at a level that does not fully recognise their significant contribution to the Company.

As a policy, the Company seeks to remunerate staff in accordance with market conditions and reflective of their contribution. The Board is keen to encourage equity holdings by employees to align staff interest with that of shareholders. Many staff have participated in the Company's various share and option plans and the directors believe this has been a significant contributing factor to the Company's success.

ANNUAL REVIEW

In order to ensure that the Board continues to discharge its duties effectively the performance of all directors is reviewed at least annually by the Chairman. The Board also annually reviews the performance of senior management.

CONFLICTS OF INTEREST AND INDEPENDENT ADVICE

If there is a potential conflict of interest, conflicted directors must abstain from deliberations on such matters. Such directors are not permitted to exercise any influence over other board members nor receive relevant board papers.

Computershare permits directors to obtain advice about transactions or matters of concern at the Company's cost. Approval of directors seeking independent advice is subject to the approval of the Chairman.

ETHICAL STANDARDS

The Company recognises the need for directors and staff to observe the highest standard of behaviour and business ethics when engaging in corporate activity.

The Board has adopted a code of ethics that sets out the principles and standards with which all officers and employees are expected to comply in the performance of their respective functions. A key element of that code is the requirement that officers and staff act in accordance with the law and with the highest standards of propriety. The code and its implementation are to be reviewed each year. A copy of the code is available to shareholders upon request.

IDENTIFICATION AND MANAGEMENT OF SIGNIFICANT BUSINESS RISK

The Board and senior management work actively to identify significant areas of potential business and legal risk. The identification, monitoring, and management of significant risk to the Company are highlighted in the bi-annual business plan presented to the Board by the managing director. The Board reviews and approves the parameters under which such risks will be managed before adopting the business plan.

MARKET DISCLOSURE POLICY

The Board has approved a market disclosure policy to ensure the fair and timely disclosure of price sensitive information to the investment community. Computershare's Company Secretary has been appointed the disclosure officer and as such is required to collate and where appropriate disclose share price sensitive information.

CODE OF PRACTICE FOR BUYING AND SELLING COMPUTERSHARE SECURITIES

The freedom of directors and executives to deal in Computershare's securities is restricted in a number of ways - by statute, by common law, and by the requirements of the listing rules of the ASX. In addition to these restrictions, the Company has adopted a code of practice for buying and selling Computershare securities. The Code of Practice contains additional restrictions on dealing. The Code of Practice provides that directors or executives may only deal in Computershare securities, after notifying the Chairman, in the four weeks immediately following the Company's half year and full year financial results announcements and, if relevant, any Annual General Meeting announcement.

EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS

The Board encourages non-executive directors to own shares in the Company.

SHAREHOLDER RELATIONS

The Board of Directors aims to ensure that shareholders are informed of all information necessary to assess the performance of the directors. Information is communicated to the shareholders through:

  • The annual report which is distributed to all shareholders
  • The annual general meeting and other meetings so called to obtain approval for board action as appropriate
  • Making available all periodic financial reports and announcements of material developments on the Company's website.

All shareholders who are unable to attend general meetings of the Company are encouraged to communicate issues or ask questions by writing to the Company.