STW’s governance policies and procedures comply in all substantial respects with the ASX Corporate Governance Principles and Recommendations (the Third Edition) effective 1 July 2014. STW’s governance policies and practices are reviewed and where necessary updated to assist in meeting the expectations of its stakeholders and ensuring it keeps up with evolving standards.
STW’s corporate governance practices are described in the Company’s Corporate Governance Statement.
The Board is accountable to shareholders for the activities and performance of the Group by overseeing the development of sustainable shareholder value within an appropriate framework of risk and regard for all stakeholder interests.
The Board’s roles and responsibilities are formalised in a charter STW Board Charter (PDF 66KB) together with specific matters that are delegated to management.
The composition of the Board seeks to include the best mix of Directors that have an appropriate range of skills, experience and expertise, who can understand and competently deal with current and emerging business issues, and can effectively review and challenge the performance of management and exercise independent judgment.
Audit and Risk Committee
The Audit and Risk Committee consists only of Non-executive Directors, with a majority of independent Directors. Committee members have financial expertise and understand the industries in which the Company operates. The conduct and responsibilities of the Committee are set out in the Audit and Risk Committee Charter (PDF 41KB).
The primary function of the Audit and Risk Committee is to assist the Board in fulfilling its duties by providing an independent and objective review of the Company’s financial reporting process, audit function, and internal compliance and control systems. The Audit and Risk Committee is also charged with the responsibility of ensuring that the Company maintains appropriate and effective management of key financial and business risks and compliance with legal and regulatory requirements.
The Audit and Risk Committee assesses and reviews external and internal audits and any material issues arising from these audits. Information relating to the Audit and Risk Committee’s approach to selection and appointment of the external auditor and the rotation of external audit engagement partners is set out in the Audit and Risk Committee Charter (PDF 41KB).
Remuneration and Nominations Committee
The Remuneration and Nominations Committee comprises at least three Board members with a majority of independent, Non-executive Directors. The conduct and responsibilities of the Committee are set out in the Remuneration and Nominations Committee Charter (PDF 53KB).
The Remuneration and Nominations Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive Directors, Senior Executives and Non-executive Directors.
Share Trading by Directors and Officers
The Board has approved a Share Trading Policy (PDF 28K) which applies to STW Directors and Senior Executives.
The Company’s Share Trading Policy concerning trading in Company securities allows Directors and Senior Executives to deal in STW securities during the one-month period beginning at the close of trading on the day after STW:
(i) Announces its half-yearly results to the ASX;
(ii) Announces its full-year results to ASX; and
(iii) Holds its annual general meeting
All Directors and employees are prohibited from trading in STW securities at any time if they possess price-sensitive information not available to the market and which could, reasonably, be expected to inﬂuence the market.
Directors and Senior Management must give the Company Secretary prior notice of any proposed dealing in STW securities. The ASX, and all other Directors, are notiﬁed of any transactions by a Director in Company securities. Each Director has an agreement to provide information to enable notiﬁcation to the ASX of any share transaction within three business days.
Continuous Disclosure and Shareholder Communication
The Company is committed to providing relevant information about its operations to all shareholders and to fulfil its duties to comply with its continuous disclosure obligations to the market generally. The Board has approved and implemented Market Disclosure Protocol (PDF 266KB). The Protocol is designed to ensure compliance with the Corporations Act 2001 and ASX Listing Rules continuous disclosure requirements. The Company has a Market Disclosure Committee which is responsible for:
- Making decisions on what should be disclosed publicly under the Market Disclosure Protocol;
- Maintaining a watching brief on information; and
- Ensuring disclosure is made in a timely and efficient manner.
Code of Conduct
STW strives for high ethical standards in all its dealings – with its clients, its employees, shareholders, and the community. The Board has adopted a Corporate Code of Conduct which applies to all employees of the Group and a Code of Conduct for Directors and Senior Executives. The Company has developed and implemented policies governing Director and employee conduct that articulates the standards of honest, ethical and law-abiding behaviour expected by the Company. Employees are actively encouraged to bring any problems to the attention of management or the Board, including activities or behaviour which may not comply with the Code of Conduct, other polices in place or regulatory requirements or laws – Corporate Code of Conduct (PDF 41KB) and Code of Conduct for Directors and Senior Executives (PDF 24KB).
Risk Identification and Management
The management of risks is fundamental to STW’s business and building shareholder value. Management is responsible for implementing the Board’s strategy and developing a risk management and internal control system to manage material business risks, including policies and procedures to identify, manage and mitigate risks across the whole of the Group’s operations. Management reports to the Audit and Risk Committee on the Company’s material risks and the extent to which they believe they are being managed. This is performed twice per year, or more frequently as required by the Committee.
The Board is responsible for seeing that there are appropriate policies in relation to risk management and internal control systems. Policies are designed to identify, assess, address and monitor strategic, operational, legal, reputational and ﬁnancial risks to enable STW to achieve its business objectives. Speciﬁc risks are covered by insurance and Board-approved policies for hedging of interest rates.
During the year ended 31 December 2015, STW appointed an Assurance and Risk Finance Manager to monitor the internal control framework and provide reports to the Audit and Risk Committee. The Committee then approves an internal audit plan to ensure that planned audit activities are aligned to material business risks. They also review internal audit reports issued by the Assurance and Risk Finance Manager and monitors progress with recommendations made in those reports to ensure the adequacy of the internal control environment. The internal audit function and external audit are separate and independent of each other.
The Group is committed to the goals of equal opportunity and fostering a corporate culture that embraces and values diversity. STW’s approach is set out in the Diversity Policy (PDF 20KB) which ensures ongoing focus on, and promotion of, workplace diversity.
Workplace Gender Equality Reporting
STW completed the 2014-15 WGEA Public Report in compliance with the Equal Opportunity for Women in the Workplace Act 1999 and the Gender Equality Act 2012.
A complete copy of the constitution (PDF 389KB) of STW.