1999 Annual Report - Altium

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12 PROTEL INTERNATIONAL LIMITED Corporate Governance Statement A description of the company's main corporate governance practices is set out below.The practices have been in place throughout the entire year, unless otherwise stated. Carl Rooke Chairman Nick Martin Executive Director and Founder Board of Directors Role and responsibilities of the board of directors The role of the board is to increase shareholder value within a framework that protects the rights and enhances the interests of shareholders and ensures the company and its controlled entities are properly managed. The function of the board of directors includes responsibility for: 1. Reviewing and approving strategic direction and policy, 2. Monitoring financial performance including the approval of financial reports and liaison with the company's auditors 3. Appointment and rewarding of senior executives and monitoring of their performance 4. Ensuring that significant risks facing the company and its controlled entities have been identified and that appropriate control, monitoring and reporting mechanisms are in place. Board composition The board is comprised of executive and non-executive directors, including a nonexecutive chairman. At the date of this report, the Board consisted of four executive directors and two non-executive directors. Further details on directors are set out in the directors' report under the heading "Information on Directors". It is the board's intention to appoint an additional non-executive director once a suitable candidate has been identified. The board has established a number of committees to assist in the execution of it’s duties and to allow detailed consideration of complex issues. Current committees of the board are the remuneration and audit committees. These committees consist of one executive director and two independent directors. The company's constitution specifies that all directors (with the exception of the Chief Executive Officer) must retire after three years of holding office. Where eligible, a director may stand for reelection subject to conditions laid out in the company's constitution. Independent Professional Advice Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company's expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld. All directors will be made aware of the professional advice sought and attained. Remuneration Committee The remuneration committee consists of the following directors. C J Rooke W A Bartee K Oboudiyat The remuneration committee was established on 22 June <strong>1999</strong>. The remuneration committee has been established to advise the board on remuneration policies and practices generally and will be responsible for making specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and nonexecutive directors. Executive remuneration and other terms of employment are to be reviewed annually by the committee having regard to performance, relative comparative information and independent expert advice. As well as a base salary, remuneration packages include superannuation, performance related bonuses and fringe benefits. Executives and nonexecutive directors are also eligible to participate in the Protel International Limited Employee Option Plan.
Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the consolidated entity's global operations. Remuneration and other terms of employment for the CEO and other executive directors are formalised in service agreements. Remuneration of non-executive directors is determined by the board and formalised in service agreements. The remuneration committee's terms of reference will also include responsibility for reviewing any transaction between the consolidated entity and the directors, to ensure the structure and the terms of the transaction are in compliance with the Corporations Law and are appropriately disclosed. Further information on directors' and executives' remuneration is set out in the directors' report and note 4 to the financial statements. The committee will also assume responsibility for management succession planning, including the implementation of appropriate executive development activities and ensuring adequate arrangements are in place, so that appropriate candidates are recruited for later promotion to senior positions. Audit Committee The audit committee consists of the following directors: C J Rooke W A Bartee N M Martin The audit committee was established on 22 June <strong>1999</strong>. The main responsibilities of the audit committee are to: review and report to the board on the annual report, the annual and half-year financial reports and all other financial information published by the company or released to the market assist the board in reviewing the effectiveness of the organisation's internal control environment covering: effectiveness and efficiency of operations reliability of financial reporting compliance with applicable laws and regulations, and recommend to the Board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, and the scope and quality of the audit. In fulfiling its responsibilities, the audit committee will receive reports from management and external auditors. The external auditors have a clear line of direct communication at any time to all members of the audit committee and the Chairman of the Board. The audit committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party. Year 2000 Comments on the consolidated entity's position in relation to the year 2000 systems issue are included in the directors' report under the heading “Year 2000 Readiness”. ANNUAL REPORT 13 Corporate Governance Statement Aram Mirkazemi Executive Director Kayvan Oboudiyat CEO David Warren Executive Director William Bartee Non-Executive Director
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1999 Annual Report - Altium

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