MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

CoRpoRAte goVeRnAnCe stAteMent
8 pRinciple 7: Recognise AnD MAnAge
RisK / continueD
iii) Certificate of independence
PricewaterhouseCoopers has provided the ARCC with a half
yearly and annual certification of its continued independence,
in accordance with the requirements of the Corporations Act
2001, and in particular, confirmed that it did not carry out any
services or assignments during the year ended 30 June 2012
that were not compatible with auditor independence.
iv) non-audit services
In addition to the audit partner rotation and appointment
requirements set out in the Group’s policy and in the
Corporations Act 2001, the ARCC also reviews and
approves, or declines, as considered appropriate before
the engagement commences, any individual engagement
for non-audit services involving fees exceeding $100,000.
Below this amount, approval, or otherwise as considered
appropriate, is delegated to the Chief Financial officer. No
work will be awarded to the external auditor if the ARCC
(or the Chief Financial officer as applicable) believes such
work would give rise to a “self review threat” (as defined in
APeS 110 Code of ethics for Professional Accountants) or
would create an actual or perceived conflict of interest for
the external auditor or any member of the audit team, or
would otherwise compromise the auditor’s independence
requirements under the Corporations Act 2001.
An analysis of fees paid to the external auditors, including
a break-down of fees for non-audit services, is provided in
note 38 to the financial statements.
c) Assurances
The Managing Director and Chief Financial officer have
provided the following assurance to the Board in connection
with the Group’s full year financial statements and reports,
namely that in their opinion:
— the financial records of the Group for the year ended
30 June 2012 have been properly maintained in accordance
with section 286 of the Corporations Act 2001;
— the Group’s financial statements, and the notes to those
statements, for the year ended 30 June 2012 comply with
the relevant accounting standards;
— the Group’s financial statements, and the notes to those
statements, for the year ended 30 June 2012 give a true
and fair view of the financial position, operational results
and performance of the Group;
— the statements referred to in the points above with respect
to the integrity of the Group’s financial reports are founded
on a sound system of risk management and internal control
which implements the policies adopted by the Board; and
— Mirvac’s risk management and internal control system is
operating effectively in all material respects in relation to
financial reporting risks.
The effective control environment established by the
Board supports this assurance provided by the Managing
Director and Chief Financial officer. however, it should be
noted that associates and joint ventures, which are not
controlled by Mirvac, are not covered for the purpose of this
assurance or the declaration given under section 295A of the
Corporations Act 2001.
36 mirvac group annual report 2012
9 pRinciple 8: ReMuneRAte fAiRly AnD Responsibly
a) hRc
i) HRC Charter
The hRC was formed by resolution of the Board, in
accordance with the Board Charter. The hRC is governed by
the hRC Charter, which is available on the Group’s website:
www.mirvac.com/corporate-governance.
ii) HRC role
The objectives of this committee are to assist the Board
in ensuring the Group:
— has coherent remuneration policies and practices which
are consistent with the Group’s strategic goals and human
resource objectives by attracting and retaining individuals
who will create value for securityholders;
— fairly and responsibly remunerates Directors and
executives, having regard to the performance of the
Group, the performance of the individuals and the general
remuneration environment;
— has effective policies and procedures to attract, motivate
and retain appropriately skilled persons to meet the
Group’s needs;
— has an effective Diversity Policy and regularly reviews
progress towards achieving measurable objectives and
strategies aimed at improving diversity; and
— integrates human capital and organisational issues to the
overall business strategy.
iii) HRC composition
The hRC consists of five members. Members are appointed
by the Board from the Non-executive Directors, all of
whom are also independent. The members of the hRC as at
30 June 2012 were Peter hawkins (Chair), James MacKenzie,
Marina Darling, James Millar AM and John Mulcahy.
Details of meeting attendance of the Non-executive Director
members of the hRC are contained in the following table:
Number of hRC Number of hRC
meetings held meetings attended
Director whilst a member whilst a member
Peter hawkins (Chair) 6 6
Marina Darling 1 2 2
James MacKenzie 6 6
James Millar AM 6 6
Penny Morris 2 2 2
John Mulcahy 6 6
1) Marina Darling was appointed to the Committee effective 24 January 2012.
2) Penny Morris retired from the Board and Committee on 17 November 2011.
iv) HRC responsibilities
The accountabilities and responsibilities of the hRC are set
out in the hRC Charter. The hRC’s responsibilities include
reviewing remuneration programs and performance targets
for the Managing Director and other executive Directors
and approving these for the senior executives; reviewing
and approving the Group’s recruitment, retention and
termination policies and procedures for executives and
senior management, approving the strategy and principles
for people management including remuneration programs,
performance management processes and career and skills
development initiatives and reviewing the Diversity Policy,
objectives and strategies and progress towards achieving
greater diversity, including reviewing the proportion of
women in the workforce at all levels.