2001 Annual Report - OneSteel

key strategic operational and financial high riskareas. Priority areas for review are decided on thebasis of this information.DEALING IN COMPANY SHARESCurrent shareholdings of directors are shown onpage 33. Directors and senior management areprecluded from trading in OneSteel shares at anytime if they are aware of price sensitive informationthat has not been made public. Subject to thatoverriding rule, company policy permits directorsand senior management to deal in company sharesin the four week periods from the:• date of the company’s annual general meeting;• release of the half yearly announcement to ASX;• release of the yearly announcement to ASX; or• release of a disclosure document offering equitysecurities in the company.Directors and senior management are cautioned ofthe ruling regarding buying or selling OneSteelshares at any time if they are aware of pricesensitive information that has not been made public.Directors and senior management may also acquireshares on the market under company share plans.The amount to be invested by directors must bespecified at least six months ahead. The amount isinvested in equal monthly instalments with paymentbeing made by way of deduction from theparticipant’s remuneration. The plans areadministered by an independent trustee.Executive directors have entitlements to shares andoptions under the Executive Directors’ Long TermIncentive Plan, subject to performance hurdlesbeing met.company’s expense following approval by theChairman. The advice is treated as advice tothe Board.ETHICAL STANDARDSThe directors embrace the need for and continuedmaintenance of the highest standards of ethicalconduct by all directors and employees of theconsolidated entity. The Board has adopted a codeof business conduct which formalises the obligationof individuals to act within the law and act honestlyand ethically in all business activities. This code ofconduct is reviewed by the Governance andRemuneration Committee and is distributed to allbusiness units to ensure staff are familiar withits contents.COMMUNICATIONS TO SHAREHOLDERSThe Board aims to ensure that shareholders areinformed of all major developments affecting theconsolidated entity’s state of affairs. Information isprovided to shareholders through formal disclosuresto the Australian Stock Exchange (ASX), as well asthrough the Annual Review.The company maintains an Internet site(www.onesteel.com) which has copies of statementsto the ASX and the Annual Review, as well asgeneral information on the company and itsactivities. Key presentations given by companypersonnel to investors and institutions are alsolodged concurrently, or beforehand, with the ASX.The Annual General Meeting provides an importantopportunity for shareholders to express views andrespond to Board proposals.DIRECTORS’ REMUNERATIONDirectors’ remuneration was put in place by BHPas the company’s shareholder prior to spin-out.Details were set out in the Scheme Booklet circulatedto shareholders.The OneSteel Constitution provides that the annualremuneration paid to each of the non executivedirectors for their services as directors, when addedtogether, should not exceed a combined totalamount of $1 million.Non-executive directors are also entitled to a retiringallowance on retirement, or death in office, basedon the average annual emoluments of the directorover the three years preceding retirement. Afterthree years service, the allowance is three times theaverage annual emoluments, rising proportionally tofive times after 10 years service. There is a pro rataallowance for less than three years service. Theamount payable is reduced by any benefit thedirector is entitled to receive from a complyingsuperannuation fund by virtue of payments made tothat fund by the company.ACCESS TO INDEPENDENT PROFESSIONAL ADVICEFor the purposes of the proper performance of theirduties relating to the company, directors are entitledto obtain independent professional advice at the29