General

1. Risk management

The Company has in place a Strategic Risk Management Framework, a summary of which is available on the Company’s website.

In addition, there are a number of other arrangements in place to identify and manage risks that could have a material impact on the Company’s business, including the maintenance of Board committees, detailed and regular budgetary, financial and management reporting, established organisational structures, procedures, manuals, policies, audits (including internal and external, environmental and safety) comprehensive insurance programs and the retention of specialised staff and external advisors. The Company also has in place detailed policies and review processes covering financial and commodity risk management.

A six monthly certification process exists whereby management, down to the level of site manager, is required to report that material business risks are being managed effectively.  At year end, the Board receives such certifications, together with assurance from the Managing Director and Chief Financial Officer, that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

2.    Ethical standards

In pursuance of the promotion of high standards of corporate governance, the Company has adopted various internal standards and policies, which include additional disclosure of interests by directors and guidelines relating to the dealing in Company securities by directors and managers. The Company also has in place a Code of Conduct for all directors and employees, a copy of which is available on the Company’s website.

The Code of Conduct reflects the standards of behaviour and professionalism required to maintain confidence in the Company’s integrity.  The Code of Conduct requires the disclosure of conflicts of interest and, if possible, their elimination. If this is not possible, directors are required to abstain from participation in, and not be present during, any discussion or decision making process in relation to the subject matter of the conflict. Each director is personally responsible for the full and proper disclosure to the Board of all related party interests and transactions.

3.    Securities trading

Directors and officers cannot buy and sell Ridley securities when in possession of price sensitive information and during the following periods, referred to as Specific Prohibited Periods:

  • (i)         the period from the end of the Company’s financial year (30 June) until the announcement of the Company’s full year results to the ASX;
  • (ii)        the period from the end of the Company’s half year (31 December) until the announcement of the Company’s half year results to the ASX;
  • (iii)       the period of 48 hours after the issue of any release to the ASX; and
  • (iv)       the period of two weeks prior to the Company’s Annual General Meeting and any other meeting of Ridley shareholders,

Approval from the Chair is required prior to any transacting in Ridley shares contemplated by directors and from the Managing Director for any transacting contemplated by the Company’s officers. Approval from any two directors is required prior to any transacting contemplated by the Chair.

A copy of the Securities Trading Policy is available on the Company’s website.

Hedging of Ridley securities

Directors and senior executives are not permitted to hedge their exposure to Company securities.

Margin Lending

Employees, directors and senior executives are not permitted to use Company securities as collateral in any financial transaction, including margin loan arrangements.

4. Continuous disclosure and shareholder communication

The Company makes timely and balanced disclosures of all material matters regarding it. All ASX releases are posted on the Company’s website at www.riri8385.staging-cloud.netregistry.net as soon as practicable after disclosure has been acknowledged by the ASX. Presentation material used in analyst and shareholder briefings conducted every six months following the release of half year and full year financial statements is contemporaneously released to the ASX and posted on the Company’s website in order to safeguard the interests of all Ridley shareholders. Reciprocal feedback on Ridley performance is encouraged at these presentations.

Continuous disclosure is a standing agenda item for all Board meetings. The Company utilises the ASX Listing Rules as its effective policy in managing its continuous disclosure requirements, supported as required by independent legal opinion.

Participation by all shareholders in attendance is encouraged at all shareholder meetings, and before any motion is put at a meeting of shareholders, every shareholder in attendance is granted the right to address the meeting.

New entrants to the Ridley share register are offered the choice of receiving shareholder communications in electronic or hard copy.

5.    Corporate reporting

The Managing Director and the Chief Financial Officer provide the Board with an “Integrity of the Financial Accounts Declaration” in accordance with the Best Practice Recommendations of Principles 4 and 7 of the ASX Corporate Governance Guidelines as follows:

(i)         that the Company’s financial reports are complete and present a true and fair view in all material respects of the financial position and performance of the Company and consolidated entity and are in accordance with relevant accounting standards;

(ii)        that the above statement is founded on a sound system of risk management and internal compliance and controls designed to provide reasonable assurance and which, in all material respects, implements the applicable policies adopted by the Board; and

(iii)       that the risk management and internal compliance and control systems of the Company relating to financial reporting objectives are operating efficiently and effectively in all material respects.

Compliance with the Company’s financial risk management and internal control systems is tested on an ongoing basis by a formalised internal audit program, managed by the Head of Risk and Internal Audit and overseen by the Audit and Risk Committee

 6.    Diversity and Equal Employment Opportunity

The Company aims to provide a work environment in which employees feel that they are a valued member of the organisation, are treated fairly and with respect, and are given recognition for their contribution to Company success.  The Company is committed to ensuring that all employees enjoy an Equal Employment Opportunity (EEO), which means that employees are treated fairly and equally when employment decisions are made, that unlawful discrimination does not take place, and that each employee enjoys a harassment-free work environment.

The Company supports and promotes the principle of equal opportunity for women in the workplace.  In accordance with Commonwealth laws, the Company has in place a policy and program which is aimed at identifying and removing barriers to employment and promotion opportunities for women in the workplace.   The diversity policy includes requirements to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company’s progress in achieving them. Further details are provided in the People section of the latest Annual Report click here

7.    The environment

The Company aims to ensure that the highest standard of environmental care is achieved, and has in place various policies and procedures to ensure the Company is aware of, and is in compliance with, all relevant environmental legislation.  Information on environmental issues and compliance is contained in the latest Annual Report click here.