Contents
Role of Board of Directors
The Board of Directors of Nuplex Industries Limited is elected by shareholders to direct and supervise the management of the company.
The Board establishes the strategic direction and objectives of the company and sets the policy framework within which the company will operate. The Board appoints the Managing Director, delegates appropriate authority for the management of the company, and monitors management's performance on a regular basis.
Click here to view the Board of Directors Charter (PDF file 113 KB)
Click here to view the Nuplex Industries Constitution (PDF file 1.4 MB)
Board Size and Structure
The current policy is that the Board will comprise a minimum of five non-executive directors, with a minimum of two domiciled in Australia. An additional director will be considered if required. The Managing Director will be the only executive director. Non-executive directors are selected to ensure that a broad range of skills and experience are available. One of the directors will be appointed as Chairman. The Board meets monthly, rotating between the Auckland Head Office and one of the overseas facilities, and follows procedures that ensure that all directors have the necessary information to participate in an informed discussion on all agenda items. Senior managers make direct presentations to the Board on a rotational basis to give the directors a broad exposure to management philosophies and capabilities.
The Board has instituted a formal system to review annually the performance of the Board and of the individual directors. The Board meets each year to review the company's Corporate Governance Policy and on a second occasion to review the company's strategic direction. Both of these meetings are held at the Auckland Head Office.
Click here to view the Nomination Committee Charter (PDF file 30 KB)
Board Committees
The Board has the following standing committees. Special project committees are formed as required.
Audit Committee
Comprises three non-executive directors, one of whom is appointed as Chairman. The Committee meets a minimum of four times each year, the Managing Director and the Chief Financial Officer and the external auditors attend by invitation of the Chairman.
The committee has direct communication with and unrestricted access to the external and internal auditors and accountants.
The committee's responsibilities are:
- to oversee compliance with statutory financial reporting requirements
- to ensure that adequate internal controls are in place
- to advise the board regarding accounting policies, practices and disclosure
- to review the scope and outcome of the external audit
- to review annual and half-yearly financial statements prior to approval by the board.
The committee reports the proceedings of each meeting to the board.
The composition of the Committee is David Jackson (Chair), Peter Springford and Rob Aitken.
Click here to view the Audit Committee Charter (PDF file 55 KB)
Remuneration Committee
Comprises three non-executive directors and meets as required to review the remuneration packages of the Directors, the Managing Director and the group of managers reporting directly to the Managing Director, before making recommendations to the board.
Remuneration packages are reviewed annually and independent external advice is used as a basis for establishing competitive packages.
Remuneration Packages are a combination of cash and non cash benefits. Packages for senior managers include a cash bonus opportunity linked to company performance in areas subject to the manager's control.
The composition of the Committee is Barbara Gibson(Chair), Rob Aitken and Michael Wynter.
Click here to view Remuneration Committee Charter (PDF file 60 KB)
Organisational Structure
The Board has delegated to the Managing Director the conduct of the affairs and management responsibilities of the company.
The business of the company is organised into clearly defined operating divisions under the management of a profit-responsible General Manager reporting to the Managing Director. The operating performance of each division is separately reported to the board each month to facilitate monitoring the health of each business.
Internal Financial Control
The Board, advised by the audit committee, approves the company's system of internal financial control which includes clearly defined policies controlling treasury operations, capital expenditure authorisation and risk management.
The Chief Financial Officer is responsible to the Managing Director for ensuring that all operations within the company adhere to the board-approved financial control policies.
The Board participates in the development of strategic plans, approves budgets and monitors performance monthly.
The Board monitors the engagement of the company's auditors for additional professional advice, and will ensure that alternative advisors are appointed where appropriate.
The Board ensures that recommendations made by the external auditors and other independent advisers are critically evaluated and applied where appropriate.
The Board satisfies itself that adequate external insurance cover is in place appropriate for the company's size and risk profile.
The Board satisfies itself that adequate Health, Safety and Environmental Protection Policies and hazard assessments are in place and monitors performance.
Risk Management
Nuplex Industries Limited (“the Company”) recognises that in order to achieve its business plans and strategic goals, there must be a thorough understanding across the Company of the risks that may affect the ability of the Company to achieve those plans and goals. Throughout all of its business operations the Company has in place processes and systems which are designed to identify, assess, monitor and manage risk. Accordingly, the Company manages risk in the following ways:
· The Board of Directors has oversight of risk management initiatives, policies and practices and is assisted in this regard by the Audit Committee in identifying risks which may have a material impact on the Company's business.
· The Managing Director and Senior Executives of the Company are responsible for designing and implementing risk management and internal control systems which identify material risks that the Company faces as well as managing risk across the Group, and are required to report to the Board through the Managing Director. This includes the identification, assessment, reduction, management and monitoring of risk, as well as identifying any material changes to the Group’s risk profile. These are required to be reported to the Board at regular intervals.
· There is regular assessment by the Board of strategic risks affecting the Company’s operations and the establishment of controls to reduce their impact. This includes maintaining all relevant registrations and approvals in relation to operating plant, processes, handling of materials that are hazardous or require traceability. On a regular basis the Board also reviews the Company's internal controls and risk management practices to ensure that they are adequate and reflect the Company's risk profile.
· Risk assessments are conducted for all major work initiatives, where new projects are undertaken and for new product introductions.
· There is periodic verification of risk controls at various levels across the Company’s operations.
· The Company has established a range of policies and procedures aimed at assisting in the management of risk across the Company’s operations.
· The Board satisfies itself that adequate external insurance cover is in place appropriate for the company's size and risk profile.
· The Board satisfies itself that adequate Health, Safety and Environmental Protection Policies and hazard assessments are in place and monitors performance
· The Managing Director and Chief Financial Officer also provide a declaration that the financial statements of the Group present a true and fair view, in all material respects of the Group's financial position and operating results. The Managing Director and Chief Financial Officer are able to make this declaration having regard to the Company's sound system of risk management and control.
· The Company is currently looking to establish an internal audit function within the Group which will assist the Company in carrying out the analysis and independent appraisal of the adequacy and effectiveness of the Group’s financial risk management and internal control systems. The internal audit function will be independent of the external auditor.
· To ensure further protection for stakeholders in the current economic climate, the Company has recently begun the process of upgrading its risk management framework for the Group with the assistance of external risk management consultants. It is expected that the framework will be adopted for implementation during the second half of 2009.
Stock Exchange Compliance
The Board ensures that shareholders are kept informed of major developments affecting the company in compliance with NZX and ASX regulations. Information is communicated to shareholders through the Annual and Interim Reports.
The Board complies with the continuous disclosure requirements of NZX and ASX.
The Board encourages full participation by shareholders at the Annual Meeting of the company.
Code of Conduct and Ethics Policy
Click here to view Code of Conduct and Ethics Policy (PDF file 100 KB)
Share Trading Policy and Guidelines
Click here to view Share Trading Policy and Guidelines (PDF file 120 KB)
Communications and Disclosure Policy
Click here to view Communications and Disclosure Policy (PDF file 70 KB)
Shareholder Communications Policy
Click here to view Shareholder Communications Policy