2012 Annual Report - Domino's Pizza
2012 Annual Report - Domino's Pizza
2012 Annual Report - Domino's Pizza
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RISK MANAGEMENT POLICY<br />
The Board adopts an active approach to<br />
risk management which recognises that the<br />
Company is engaged in activities, which<br />
necessarily demand that the Company take<br />
certain usual business, entrepreneurial and<br />
operational risks. Accordingly, and in the<br />
interests of the enhanced performance of the<br />
Company, the Board embraces a responsible<br />
approach to risk management, as a risk-aware<br />
Company, but not necessarily a risk-averse one.<br />
Specifically in managing risk, the Company and<br />
the Board adhere to the following principles:<br />
• When considering new strategies or<br />
projects, management analyse the<br />
major risks of those opportunities being<br />
secured or being lost and considers<br />
appropriate strategies for minimising<br />
those risks where they are identified.<br />
• The Company will, when thought prudent<br />
by the CEO or the Board, take appropriate<br />
external advice to determine the best<br />
way to manage a particular risk.<br />
• Financial risk will be managed by the whole<br />
of the Board working closely with the CEO<br />
and the CFO to ensure that the financial<br />
statements and other financial reporting are<br />
rigorously tested prior to submission to audit.<br />
• To complement risk management by the<br />
Company, appropriate insurances are put in<br />
place and advice taken from the Company’s<br />
brokers or insurers where necessary to<br />
cover the usual extraordinary risks which<br />
arise in the circumstances of the Company.<br />
• The Company’s approach to risk<br />
management, and the effectiveness<br />
of its implementation, is reported by<br />
exception to the Board at least annually.<br />
Through the use of its internal review function,<br />
the management of the Company has reported<br />
to the Board that the risk management policies<br />
adopted by the Company are the best to<br />
manage the material business risks of each<br />
part of the Company’s business operations.<br />
The Board has received assurance from<br />
the CEO and CFO that the declaration<br />
provided in accordance with section 295A<br />
of the Corporations Act is founded on a<br />
sound system of risk management and<br />
internal control and that the system is<br />
operating effectively in all material aspects<br />
in relation to the financial reporting risks.<br />
BOARD AND BOARD COMMITTEE<br />
AND SENIOR EXECUTIVE<br />
PERFORMANCE EVALUATION<br />
A formal review of Board and Committee<br />
performance is undertaken annually by the<br />
Chairman. All reviews include open discussions<br />
by the Board of the results of the evaluations.<br />
The performance of senior executives (except<br />
the Chief Executive Officer) is periodically<br />
evaluated and monitored by the Chief Executive<br />
Officer and measured against agreed key<br />
performance indicators. The performance of the<br />
Chief Executive Officer is periodically reviewed<br />
and monitored by the Chairman and measured<br />
against agreed key performance indicators.<br />
Performance evaluations for the Board<br />
Committees and senior executives (including<br />
the Chief Executive Officer) have occurred<br />
in the reporting period in accordance<br />
with the procedures described above.<br />
Role of the Company Secretary and<br />
the Board’s access to information<br />
All directors have unrestricted access to the<br />
Company Secretary. The Company Secretary<br />
is responsible for advising the Board on all<br />
Corporate Governance matters, for co-ordinating<br />
the completion and despatch of the agenda and<br />
Board papers for each meeting, and ensuring<br />
the Board receives sufficient information and<br />
in a form and timeframe to enable the Board to<br />
discharge its duties effectively. Directors may<br />
meet independently with management at any<br />
time to discuss areas of interest or concern.<br />
Board Agendas and Minutes<br />
Agendas for Board meetings include all matters<br />
operational, financial, strategic and compliance<br />
which are important to DPE Limited. Whilst<br />
most agenda items have a degree of detail<br />
and background information included in the<br />
pre-meeting papers, a few items may be listed<br />
on the agenda as discussion points. Papers<br />
are distributed to Board members in a timely<br />
manner prior to each meeting of the Board.<br />
The minutes of each meeting of the Board<br />
record the place, date, time of commencement<br />
and conclusion, along with the names of all<br />
attendees and any apologies. The Company<br />
Secretary prepares the minutes of each meeting<br />
of the Board and is expected to use language<br />
which is non-emotive and impartial. All draft<br />
minutes will be set down for review and approval<br />
at the next meeting of the Board. The Company<br />
Secretary maintains a file copy of all papers<br />
circulated to the Board prior to Board meetings,<br />
along with any documents tabled at meetings<br />
and a signed copy of all minutes. These records<br />
are held in a secure manner so as to prevent<br />
any unauthorised amendments or alterations.<br />
ASX Corporate Governance Recommendations<br />
At the date of this report the Company<br />
considers that the above Corporate Governance<br />
practices comply with the ASX Principles.<br />
The information required to be disclosed<br />
by those recommendations is found both in<br />
this Corporate Governance Statement and in<br />
the Directors’ <strong>Report</strong> on pages 10 to 21.<br />
ANNUAL REPORT <strong>2012</strong> DOMINO’S PIZZA ENTERPRISES LIMITED 9