Golden Circle Board
Role of the Board
The Board’s primary role is the protection and enhancement of long-term shareholder
value, particularly the Company’s brand name and reputation. The Board of Directors
is responsible for the overall corporate governance of the Company including its
strategic direction, establishing goals for management and monitoring the
achievement of these goals on behalf of the shareholders who elect them and to
whom they are accountable.
Management of the Company is formally delegated by the Board through the
Company’s Delegation of Authority Policy. The Chief Executive is responsible for
managing the Company within corporate governance framework established by the
Board. It is the responsibility of the Chief Executive and his management team to
manage the business subject to oversight and supervision by the Board.
Committees of Board
To assist in the execution of its duties and responsibilities and to allow detailed
consideration of complex issues, the Board during the reporting period used a
number of Board Committees:
♦ Audit Committee
♦ Human Resources Committee
♦ Horticultural Committee
The Board has also established and continues to enhance a framework for the
management of the Company including a system of internal control, a business risk
management process and the establishment of appropriate ethical standards based
on the Australian Institute of Company Directors Code of Conduct.
Directors Dealings in Company Shares by Eligible Directors
Grower Directors are only permitted to buy and sell shares in the Company if they
have no knowledge of price sensitive information that has not been made public.
As a standing item at each scheduled Board meeting, the Board considers whether
the directors have knowledge of any material matter which is not in the public domain
and therefore prohibit share trading by Directors.
Auditor Independence
The Audit Committee considered the issue of auditor independence during the year
and considers the position of the company does not conflict with auditor
independence and the Board supports the views formed by the committee. In regard to the provision by the external auditor of non-audit services, the committee is of the view that some non-audit services are appropriate.
Continuous Disclosure and Communication with Shareholders
The Company has a written policies and procedures on information disclosure that
focus on continuous disclosure of any information concerning the Company that may
have a material effect on price of the Company’s shares. These policies and
procedures also include the arrangements the Company has in place to promote
communication with shareholders. Shareholders receive updates and direct communications from time to time. Communication is also maintained through the website.
Compliance
The Company has adopted policies requiring compliance with occupational health
and safety, environmental and trade practices laws. Golden Circle also has staff to monitor and advise on workplace health and safety and environmental issues and in addition, education programs and periodic updates provide training and information on regulatory issues. A statement regarding the compliance with statutory regulations and other compliance matters signed by the Chief Executive is received by the Board on a monthly basis.
Risk Management and Internal Audit
The Board is responsible for ensuring there are adequate policies and procedures in
relation to risk management and internal control systems. These policies and
procedures are designed to ensure strategic, operational, legal, reputation and
financial risks are identified, assessed, addressed and monitored to enable
achievement of the Company’s business objectives. The Board delegates part of this
role to the Audit & Risk Committee.
Environmental Regulation
The Company holds environmental licences in respect of its manufacturing sites.
Licences require discharges, including stormwater, to air, land, or water to be below
specified levels of contaminants; that noise likely to cause annoyance be prevented;
and that solid wastes are to be removed under controlled conditions to appropriate
disposal facilities. The Company has developed and implemented an environmental
management plan and to control, monitor and record all relevant matters covered by
the licences. These requirements are provided for under the Environmental
Protection laws and relevant local council regulations.
Ethical Standards
The Board is committed to a policy of upholding the highest standards of ethical
behaviour throughout the organisation. The Board has adopted the Code of Conduct
issued by the Australian Institute of Company Directors.
