AWB Limited - 2003 Annual Report

Services Agreement Committee
The Services Agreement is the contract
under which AWB Limited provides services
to AWB (International) Limited.
The role of the Services Agreement
Committee is documented in a Charter
which is approved by the AWB Limited
Board. The principal functions of the
Committee are to:
review the Services Agreement;
negotiate any amendments to the
Services Agreement with the Compliance
Committee of the AWB (International)
Limited Board; and
make recommendations to the AWB
Limited Board on the Services
Agreement.
The members of the Services Agreement
Committee at the date of this report are Mr
Laurie Marshall (Chair), Mr Warrick
McClelland and Mr John Thame.
Investment Committee
The role of the Investment Committee is
documented in a Charter approved by the
AWB Limited Board. The Committee was
established to oversee, on behalf of the
AWB Limited Board major acquisitions and
the successful integration of these
acquisitions.
The members of the Investment Committee
at the date of this report are Mr Brendan
Stewart (Chair), Mr Andrew Lindberg, Mr
Robert Barry, Mr Warrick McClelland, Mr
Peter Polson and Mr John Thame.
Board Performance
Every 12 to 18 months, the Board of AWB
Limited and AWB (International) Limited
conduct formal reviews of their
performance. The Chairman also discusses
with each individual director his or her
contribution to the Board.
Director Education
AWB provides assistance to directors of
AWB Limited and AWB (International)
Limited who wish to complete the
Australian Institute of Company Directors
education program and other programs
which can be shown to add value to the
director’s role. In addition, AWB holds
several in-house seminars each year to
update directors on issues relevant to their
position as directors.
Independent Legal Advice and
Access to Company Information
Directors of both AWB Limited and AWB
(International) Limited are entitled to any
information they need or require from their
respective companies to exercise their
functions and to fulfil their duties as
directors and, subject to prior approval by
the Chairman, may seek independent legal
advice on any issue submitted to the Board
at the company’s expense.
Director Remuneration
At the 2002 Annual General Meeting,
shareholders determined that the
aggregate remuneration for non-executive
directors of AWB Limited would be
$900,000 per annum.
The remuneration paid to each director of
AWB Limited during the year ended 30
September 2003 is set out in the Directors’
Report (refer to page 47). The aggregate
amount of non-executive directors’
remuneration was $792,450.
AWB (International) Limited’s constitution
provides that the directors are entitled to be
paid out of the funds of the company as
remuneration for their services as directors
such sum as the company determines. As
the sole member of AWB (International)
Limited, the company has approved the
directors each being paid $25,000 per
annum. However, a person who is a director
of both the company and AWB
(International) Limited does not receive any
additional remuneration in relation to their
services as a director of AWB (International)
Limited – i.e. they only receive a fee for
services as a director of the company.
(The Directors’ Report contains details
about benefits provided to directors.)
The following principles are applied in
determining the amount of remuneration for
non-executive directors:
the amount of time required for directors
to consider AWB and Board matters
including preparation time;
acknowledgement of the personal risk
borne as a company director;
a comparison with professional market
rates of remuneration and those offered
by comparative companies and external
independent advice as to appropriate
levels to remain competitive with the
market, having regard to companies of
similar size and complexity; and
the desire to attract directors of a high
calibre, with appropriate levels of
expertise and experience.
Share Dealing by Directors
The Boards of both AWB Limited and AWB
(International) Limited adopted Share
Dealing Guidelines which restrict share
trading by directors, AWB managers, AWB
staff with financial reporting responsibilities
and their associates to specified “window
periods”.
The window periods are as follows:
six weeks commencing two days after the
announcement of the half year results;
six weeks commencing two days after
the announcement of the annual results;
six weeks commencing two days after
the company’s Annual General Meeting;
in the period of a qualifying prospectus,
six weeks from the date of the allotment
of shares.
The guidelines make clear that prohibitions
on insider trading must be complied with at
all times. The guidelines also specify that
any shares acquired by directors and AWB
employees must not be sold for at least 12
months.
Continuous Disclosure
AWB Limited has implemented Continuous
Disclosure Guidelines to ensure that AWB
Limited meets its continuous disclosure
obligations under the ASX Listing Rules
and the Corporations Act 2001.
Under these guidelines, information which
may have a material effect on the price or
value of AWB Limited’s securities is
monitored and referred to a Continuous
Disclosure Coordinator. The Continuous
Disclosure Coordinator is responsible for
examining the material to determine
whether the matter must be disclosed and
may refer the matter to AWB’s General
Counsel or external advisers to determine
whether consideration is required by the
Managing Director or the Board.
Conflicts and Declarations of
Interests
The Boards of AWB Limited and AWB
(International) Limited have procedures in
place for the disclosure and resolution of
any matter which may give rise to actual or
potential conflicts between the interests of
a director and those of their respective
companies.
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