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annual report - Harvey Norman Company Reports & Announcements

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CORPORATE GOVERNANCE STATEMENT (CONTINUED)<br />

For a full discussion of the <strong>Company</strong>‟s remuneration philosophy and framework and the<br />

remuneration received by directors and executives in the current period please refer to the<br />

remuneration <strong>report</strong>, which is contained with the directors‟ <strong>report</strong>.<br />

There is no scheme to provide retirement benefits to non-executive directors.<br />

The board is responsible for determining and reviewing compensation arrangements for the<br />

directors themselves, the chief executive officer and executive team. The board has established<br />

a remuneration committee, comprising three non-executive directors. Members of the<br />

remuneration committee throughout the year were Christopher Herbert Brown (Chairman),<br />

Kenneth William Gunderson-Briggs and Graham Charles Paton.<br />

The remuneration committee recognises the Corporate Governance Council's recommendation<br />

that the Chair should be an independent director. The remuneration committee further<br />

recognises that it can be argued that Mr Christopher Herbert Brown does not meet the definition<br />

of independence.<br />

The remuneration committee believes that Mr Christopher Herbert Brown is the most appropriate<br />

person to lead the remuneration committee as non-executive Chairman and that he is able to<br />

and does bring quality and independent judgement to all relevant issues falling within the scope<br />

of the role of Chairman and that the <strong>Company</strong> as a whole benefits from his long standing<br />

experience of its operations and business relationships.<br />

For details on the number of meetings of the remuneration committee held during the year and<br />

the attendees at those meetings, refer to the directors‟ <strong>report</strong>.<br />

For additional details regarding the remuneration committee, including a copy of its charter,<br />

please refer to website of the <strong>Company</strong>.<br />

Shareholder communication policy<br />

Pursuant to Principle 6, the objective of the <strong>Company</strong> is to promote effective communication with<br />

its shareholders at all times.<br />

The <strong>Company</strong> is committed to:<br />

(i) Ensuring that shareholders and the financial markets are provided with full and timely<br />

information about the activities of the <strong>Company</strong> in a balanced and understandable way.<br />

(ii) Complying with continuous disclosure obligations contained in applicable the ASX listing<br />

rules and the Corporations Act 2001 in Australia.<br />

(iii) Communicating effectively with its shareholders and making it easier for shareholders to<br />

communicate with the <strong>Company</strong>.<br />

To promote effective communication with shareholders and encourage effective participation at<br />

general meetings, information is communicated to shareholders:<br />

(i) Through the release of information to the market via the ASX<br />

(ii) Through the distribution of the <strong>annual</strong> <strong>report</strong> and Notices of Annual General Meeting<br />

(iii) Through shareholder meetings and investor relations presentations<br />

(iv) Through letters and other forms of communications directly to shareholders<br />

(v) By posting relevant information to the website of the <strong>Company</strong>.<br />

The <strong>Company</strong>'s website www.harveynormanholdings.com.au has a dedicated Investor Relations<br />

section for the purpose of publishing all important company information and relevant<br />

announcements made to the market (refer to the corporation information section of the website).<br />

The external auditors are required to attend the Annual General Meeting and are available to<br />

answer any shareholder questions about the conduct of the audit and preparation of the audit<br />

<strong>report</strong>.<br />

ASX Listing Rule/<br />

Recommendation<br />

ASX Rec 8.3<br />

ASX Rec 8.3<br />

ASX Rec 8.1<br />

ASX Rec 8.3<br />

ASX Rec 6.2<br />

39

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