4.78 MB - Perth Airport

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CORPORATE GOVERNANCE STATEMENT The directors are responsible to the shareholders for the performance of the company in both the short and the longer term and seek to balance these sometimes competing objectives in the best interests of the company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the company and its controlled entities are properly managed. The board draws on relevant corporate governance principles to assist it to contribute to the performance of the company. Day to day management of the company’s affairs and implementation of the corporate strategy and policy initiatives are delegated by the board to the Chief Executive Officer and senior executive team. The functions of the board are to: • review and approve a strategic plan, which encompasses the company’s objectives, goals and strategy statements, designed to meet stakeholders’ needs and manage business risk; • oversee and monitor organisational performance and the achievement of the company’s strategic goals and objectives; • approve the annual operating plans and budgets prepared by management, including the establishment of key financial and nonfinancial performance targets for all significant business activities; • monitor financial performance including approval of the annual financial reports and liaison with the company’s auditors; • appoint the Chief Executive Officer, and assess the performance and remuneration of the Chief Executive Officer and the members of the senior executive team; • ensure there are effective management processes in place and approve major corporate initiatives; • enhance and protect the reputation of the organisation; • ensure the significant risks facing the company and its controlled entities have been identified and appropriate and adequate control, monitoring and reporting mechanisms are in place; and • report to shareholders through the annual report and the annual general meeting. A description of the company’s main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year. THE BOARD OF DIRECTORS To ensure the board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the board. Composition of the board The composition of the board is determined in accordance with the following principles and guidelines: • the board should be comprised of a majority of non-executive directors; • in recognition of the importance of independent views and the board’s role in supervising the activities of management the Chairman should be a non-executive director; • the board should comprise directors with an appropriate range of qualifications and expertise; and • the board shall meet in accordance with the terms of the shareholders agreement and follow meeting guidelines set down to ensure all directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items. AUDIT COMMITTEE The audit committee consists of the following non-executive directors: Dr Allan Griffin (Chairman) Mr Peter Taylor Mr Dominic Helmsley Mr Stuart Condie (Alternate to Dominic Helmsley) 6
The main responsibilities of the audit committee are to: • review and report to the board on the annual financial report 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 • approve the risk management framework, monitor its effective operation including the purchase of insurance contracts for certain risks; • recommend to the board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, the scope and quality of the audit and the auditor’s independence; and • review the level of non-audit services provided by the external auditors and ensure it does not adversely impact on auditor independence. In fulfilling its responsibilities, the audit committee receives regular reports from management and also meets with the external auditors at least three times a year. The external auditors have a clear line of direct communication at any time to the Chairman of the audit committee. They are invited to attend committee meetings and receive copies of the relevant papers and minutes. The audit committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party. It reviews the annual representation letter from the management on the adequacy, integrity and completeness of the financial systems and financial statements the Board receives. RISK ASSESSMENT AND MANAGEMENT The company’s focus on risk management recognises that it is, prima facie, an issue for senior executives. The corporate risk management framework supports this focus and provides a structured context for personnel to undertake an annual review of the past performance of, and to profile the current and future risks facing, their area of responsibility. This risk information is consolidated and used as key input to the annual corporate strategy workshop attended by senior executives and operational management. This is held each year away from the day to day pressure of operational activities and provides specific focus on the identification of the key business and financial risks which could prevent the company from achieving its objectives. Each key risk area is assigned to a relevant senior officer. That person is responsible to ensure that appropriate strategies and controls are in place to effectively manage that risk. The overall performance of each year’s risk management plan is monitored by the audit committee on an ongoing basis. CAPITAL MANAGEMENT POLICY The board has adopted a prudent approach to treasury management through the development of a Capital Management Policy. This policy is aimed at promoting greater financial discipline in areas of shareholders distributions, leverage, hedging, liquidity, funding of capital expenditure and compliance with senior debt covenants. REMUNERATION It is the company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. During the year, the parent company’s (ADG’s) shareholders unanimously approved the payment of $1m pa of Directors Fees to Directors of WAC. The shareholders directed WAC to enter into a Directors Remuneration Scheme (DRS). The WAC Board have approved the implementation of the DRS, which provides for payment of directors fees to directors appointed by shareholders in proportion to the respective shareholding of each shareholder in the parent entity (ADG). Where shareholders have elected, their representative director receives the proportionate directors fee. If shareholders elect for their representative director not to receive any remuneration, the shareholder receives the proportionate director fee as consideration for the procurement of the representative director. 7
Page 1 and 2: PERTH AIRPORT 2004/2005 ANNUAL REPO
Page 3 and 4: CONTENTS Chairman’s Review 2 CEO
Page 5 and 6: During the year, WAC undertook the
Page 7: An agreement with Conservation Volu
Page 11 and 12: ABOUT ABOUT PERTH AIRPORT Strategic
Page 13 and 14: Mr Peter Taylor Mr Ron Doubikin Mr
Page 15 and 16: HIGHLIGHTS HIGHLIGHTS 2004/2005 Pro
Page 17 and 18: TOTAL BREAK-UP IN DOMESTIC AND INTE
Page 19: FINANCIAL STATISTICS 2004/2005 FIVE
Page 23: CASHFLOW CASHFLOW SUMMARY CASHFLOW
Page 27: COMMUNITY SUPPORT Many community gr
Page 31: INVESTMENT IN INFRASTRUCTURE Westra
Page 35: RETAIL & GROUND TRANSPORT REVENUE G
Page 39: ENVIRONMENT ENVIRONMENT STRATEGY On
Page 42 and 43: PERTH AIRPORT 2004/2005 FINANCIAL R
Page 44 and 45: REPORT DIRECTORS’ REPORT Your dir
Page 46 and 47: SECURITY MANAGEMENT The company is
Page 50 and 51: STATEMENT OF FINANCIAL PERFORMANCE
Page 52 and 53: STATEMENT OF CASH FLOWS FOR THE FIN
Page 54 and 55: NOTES TO THE FINANCIAL STATEMENTS 3
Page 80 and 81: INDEPENDENT AUDIT REPORT TO MEMBERS
Page 82 and 83: REVIEW REVIEW OF OPERATIONS For the
Page 84: Westralia Airports Corporation Pty

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