The Chair is responsible for leading the Board, ensuring all directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with the Company’s senior executives.
The Board is responsible for the overall governance of the Company, including setting the strategic direction, establishing goals for management, and monitoring the achievement of these goals. Directors are accountable to shareholders for the Company’s performance.
The management of the business is delegated by the Board to the Managing Director and Chief Executive Officer (in this statement, referred to hereafter as Managing Director), within a framework of financial and non-financial authority limits. The Board is responsible for appointing and reviewing the performance of the Managing Director.
The Board has established an Audit and Risk Committee, a Remuneration Committee and a Ridley Innovation and Operational Committee to assist in the execution of its responsibilities. The roles of all Board committees are documented in committee charters which are reviewed and approved by the Board annually. The Board has also established a framework for the management of the Company, including a business risk management process, for the operation of appropriate internal controls, and for the adoption of ethical standards which are incorporated within a Code of Conduct.
The company secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Corporate Governance policies and practices, company history, Board and committee charters and the risk management framework are available on the Company’s website.
2. Board and senior executive appointments and performance
The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a director or senior executive, and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.
The Company enters into a written agreement with each Director and senior executive setting out the terms of their appointment, and provides a program for inducting new directors and senior officers and for appropriate professional development opportunities.
The Company has a process for periodically evaluating the performance of the Board, its committees and individual directors, and the last performance evaluation was undertaken in April/May 2014. The Company has a process for evaluating the performance of its senior executives as outlined in the Remuneration Report.
3. Board meetings
Board and committee agendas are structured throughout the year to review Company strategy, to give the Board a detailed overview of the performance and significant issues confronting each business unit, and to identify major risk elements. The number of meetings held and the attendance details are set out in the Directors’ Report in the latest Annual Report.
Directors receive detailed financial and operational reports from senior management during the year and management is available to discuss the reports and business issues with the Board. The Board on occasion visits, and holds some meetings at, the Company’s operating sites.
4. Composition of the Board
The names, profiles, qualifications and experience of the directors in office can be viewed on the Board of Directors page or in the latest Annual Report.
The composition of the Board is determined using the following principles:
The Board should comprise directors with a broad range of expertise, both nationally and internationally.
The Board should comprise a minimum of six directors, including the Managing Director. This number may be increased where it is felt that additional expertise is required in specific areas.
The Chair of the Board will be an independent non-executive director. The Board will comprise a majority of independent non-executive directors. Currently, there are four independent directors, one of whom is the Chair, a director representing the interests of 19.73% shareholder Insitor Holdings LLC, and the Managing Director.
5. Board expertise
The Board considers that individually and collectively the directors bring a level of skill, knowledge, experience and diversity that enables the Board to discharge its responsibilities effectively. The following table summarises the key skills and experience of the directors:
Skill and experience
Leadership and governance
Leadership, strategy, corporate governance and legal
Finance and risk
Finance, accounting, audit and risk management
Agribusiness and nutrition
Other relevant skills and experience
Innovation, R&D, property and Asia experience
Further information on the skills, experience and expertise of the directors is included in the latest Ridley Annual Report. Details of the gender diversity of the Board is included in the Diversity and Equal Employment Opportunity section of this statement.
6. Remuneration of directors
Non-executive directors’ fees are determined by the full Board within the aggregate of $700,000 approved by the shareholders at the Annual General Meeting (AGM) in 2003. Non-executive directors are not entitled to participate in the Company’s equity participation schemes outlined in the Remuneration Report, including share options or performance rights, nor do they receive incentive payments. Details of the remuneration of directors during the year are set out in the Remuneration Report in the latest Annual Report. click here
7. Independent professional advice
Each director has the right to seek independent professional advice relating to the duties and obligations of a director at the Company’s expense, however prior approval of the Chair is required and is not to be unreasonably withheld.
8. Company Secretary
All directors have access to the advice and services of the company secretary, who is responsible to the Board for ensuring compliance with procedures and applicable statutes and regulations. To enable the Board to function effectively, all directors have full and timely access to information that is relevant to the proper discharge of their duties. This access includes information such as corporate announcements, investor communications and other developments which may affect the Company and its operations as well as access to management where required.
The company secretary is responsible for management of director training. All new directors are appropriately inducted to the Company, which includes briefings on fiduciary and statutory responsibilities as well as orientation in respect of the Company’s operations.
9. Directors’ indemnity
The Company has entered into a Deed of Indemnity Insurance and Access with all directors of Ridley Corporation Limited and with all executives appointed as directors of controlled entities.
The Company also has in place a Directors’ and Officers’ Liability insurance policy, covering all directors and officers of the Company. The liabilities insured against include costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the directors and officers while working in such capacity for the Company.