AJ Lucas Group annual report 2007-08

Company secretary
Mr Nicholas Swan MA, ACA, MBA, was appointed as company secretary
on 15 November 2001. He has also served as the company secretary
of several listed public companies as well as of a responsible entity for
managed investment schemes.
Directors’ meetings
The number of directors’ meetings (including meetings of committees
of directors) held during the financial year, during the period of each
director’s tenure, and number of such meetings attended by each of the
directors is:
Board of Directors Audit committee
Held Attended Held Attended
Allan Campbell 12 12 — —
Ian Stuart-Robertson 12 11 — —
Andrew Lukas 12 6 — —
Martin Green 12 12 2 2
Garry O’Meally 12 12 2 2
Corporate governance statement
The Board of directors is responsible for the corporate governance of the
Group. This statement outlines the main corporate governance practices.
Unless otherwise stated, these practices were in place for the entire year.
Board of directors
The directors of the Company are accountable to shareholders for the
proper management of the business and affairs of the Company.
The key responsibilities of the Board are to:
• establish and monitor the corporate strategies of the Company;
• ensure proper corporate governance;
• monitor the performance of management;
• ensure that appropriate risk management systems, internal controls,
reporting systems and compliance frameworks are in place and
operating effectively;
• monitor financial results;
• approve decisions concerning investments, acquisitions and dividends;
and
• comply with reporting and other requirements of the law.
The Board’s role and responsibilities are documented in a written Board
charter.
Composition of the Board
The constitution of the Company requires between three and ten directors.
Currently there are five with a majority non-executives.
Directors are appointed for their industry-specific expertise and
commercial acumen. The Board believes that all the directors can make,
and do make, quality and independent judgements in the best interests
of the Company. While the chairman is also the chief executive officer, his
contribution to the Company is considered vital to direct the strategy of
the Company as well as its management. The directors are able to obtain
independent advice at the expense of the Company.
There is no nomination committee. Instead, the Board assesses the
performance of individual directors and the Board as a whole.
Ethical and responsible decision making
The Company has a code of conduct to guide the directors and key
executives. It includes disclosure of conflicts of interest and use of
information not otherwise publicly known or available. Any director with
an interest in matters being considered by the Board must take no part in
decisions relating to those matters.
Trading in Company securities
The Company has a share trading policy prohibiting directors, senior
management and their associates from trading in the Company’s securities
other than in certain nominated periods (between two and thirty days
following the release of the half yearly and annual results and the annual
general meeting) and at such other times as the Board permits. Such
persons must obtain prior approval before conducting any trade.
Integrity in financial reporting
The Board has established an audit committee which provides assistance
to the Board in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial reporting, internal
control systems, risk management systems, regulatory compliance and
external audit.
The committee must have at least two members. All members must
be independent non-executive directors. At least one member must have
financial expertise and some members shall have an understanding of the
industry in which the Company operates.
The principal roles of the committee are to:
• assess whether the accounting methods and statutory reporting
applied by management are consistent and comply with accounting
standards and applicable laws and regulations;
• make recommendations on the appointment of the external auditors,
assess their performance and independence and ensure that
management responds to audit findings and recommendations;
• discuss the adequacy and effectiveness of the Company’s internal
control systems and policies to assess and manage business risks and
its legal and regulatory compliance programmes; and
• ensure effective monitoring of the Company’s compliance with its
codes of conduct and Board policy statements.
The audit committee meets with the external auditors at least twice a year.
The committee is authorised to seek information from any employee or
external party and obtain legal or other professional advice.
Timely and balanced disclosure
The Company has established policies and procedures designed to
ensure compliance with Australian Securities Exchange (ASX) listing rules
disclosure requirements so that investors have equal and timely access to
all material information. The Company also posts all information disclosed
to the ASX on its website.
Clear communication with shareholders
The Company has a communications strategy to promote effective
communication with shareholders. The company secretary has been
nominated as the person responsible for communications with the
ASX. This role includes responsibility for ensuring compliance with the
continuous disclosure requirements in the ASX listing rules.
Risk identification and management
The Board has established policies on risk management. The systems of
internal financial controls have been determined by senior management
and are designed to provide reasonable but not absolute protection
against fraud, material mis-statement or loss. The chief executive officer
and chief financial officer provide representation to the audit committee
and the Board on the risk management, compliance and control systems
for the Group.
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