ALS : Corporate Governance Statement 2022

For personal use only

CORPORATE GOVERNANCE STATEMENT

FOR THE YEAR ENDED 31 MARCH 2022

The policies and practices developed and implemented by the Board over many years meet or exceed the Principles and Recommendations set out in ASX's 4th Edition Corporate Governance Council guidelines (ASX guidelines). The ASX Guidelines were amended in February 2019 and became effective for ALS Limited's financial year ending 31 March 2021. The ALS policies and practices continue to meet or exceed the updated ASX guidelines.

This statement was approved by the Board of ALS and is current as at 19 July 2022. The statement and information identified therein are available on the Company's website at www.alsglobal.comunder the Corporate Governance section.

	ASX Recommendation		Statement commentary		Compliant with
										ASX
										Recommendation
Principle 1: Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board and
management and how their performance is monitored and evaluated.
1.1		A listed entity should	The Board's role is to govern the Company	Yes
		disclose:	rather than to manage it. It is the role of
		(a)	the respective roles	executive	management	to manage	the
		Company in accordance with the direction
			and responsibilities of
			and	delegations	of the	Board and	the
			its board and
			responsibilities of the Board to oversee the
			management; and
			activities of management in carrying out
		(b)	those matters	these delegated duties. [Rec 1.1(a)(b)]
			expressly reserved to	A summary of the Company's board charter
			the board and those
			is posted on the Company's website which
			delegated to
			sets	out	the	role,	powers	and
			management.
			responsibilities of the Board.
				The board charter was reviewed by the
				Board during FY22 and enhancements
				made to the charter to ensure it properly
				reflects the current obligations of the Board
				and the requirements of the ASX
				Guidelines.
1.2		A listed entity should:	Any director that is being considered	for	Yes
		(a)	undertake appropriate	appointment to the ALS Board will be subject
		to background and probity checks to verify
			checks before
			their	educational	and employment history
			appointing a director
			and to determine if they possess skills and
			or senior executive or
			experience that is complementary to the
ALS Limited | Corporate Governance Statement 2022						alsglobal.com
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only		ASX Recommendation		Statement commentary	Compliant with
									ASX
									Recommendation
			putting someone	efficient operation and functioning of the
			forward for election as	Board. [Rec1.2(a)] At the upcoming 2022
			a director; and	AGM to be held 23 August 2022, Tonianne
			(b) provide security	Dwyer and Siddhartha Kadia	will stand for
			re-election ,	respectively. Security holders
			holders with all
			will be provided with all material information
			material information in
			in the AGM Notice of Meeting relevant to a
use			its possession relevant
		decision	on	whether to	re-elect	Tonianne
		to a decision on
		Dwyer	and	Siddhartha Kadia	as non-
		whether or not to elect
			executive directors for a 3-year term. [Rec
			or re-elect a director.
			1.2(b)]
	1.3		A listed entity should	Directors are not appointed for specific	Yes
			have a written agreement	terms and are subject to rotational
personal			with each director and	requirements for re-election. Criterion for
		senior executive setting	continued office is effective	contribution,
		out the terms of their	which is regularly reviewed in the evaluation
			appointment.	of the Board's performance. All Non-
				executive directors and senior executives
				have written agreements setting out the
				terms of their appointment. [Rec 1.3]
	1.4		The Company secretary	The Board has access to the	Company	Yes
			of a listed entity should	Secretary (who is accountable directly to the
			be accountable directly to	Board, through the Chair, on all matters to
			the board, through the	do with the proper functioning of the Board)
			chair, on all matters to do	and has procedures for the provision of
			with the proper	information,	including	requests for
			functioning of the board.	additional information. [Rec 1.4]
	1.5		A listed entity should:	Diversity & Inclusion				Yes
For			(a) have and disclose a	The Company recognises that a diverse and
		diversity policy;	inclusive workforce is not only good for our
		(b) through its board or a	employees, it is also good for our business.
		committee of the	The Company has established a Diversity &
		board set measurable	Inclusion Policy that is reviewed and
		objectives for	approved by the Board which contains
		achieving gender	measurable objectives for key diversity
		diversity in the	categories,	including	recruitment,
			composition of its	leadership development and pay equity
			board, senior	[1.5(b)].
			executives and	The Company's Diversity & Inclusion Policy
			workforce generally;
			is published on the Group's website [1.5(a)].
			and
			(c) disclose in relation to	The Company's Diversity & Inclusion Policy
			is based	on the following key	principles,
			each reporting period:
			reflective of the ASX guidelines on diversity:
	ALS Limited	| Corporate Governance Statement	2022						alsglobal.com
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For personal use only

ASX Recommendation

Statement commentary

Compliant with

ASX

Recommendation

i. the measurable

1.

Treat others

with

respect,

value

objectives set for

differences and maintain privacy;

that period to

achieve gender

2.

Value diversity and it will bring

diversity;

opportunities

to

enhance

our

ii.

the entity's

businesses;

progress towards

3.

Women and minority cultural groups

achieving those

will not be disadvantaged in gaining

objectives; and

employment

and

accessing

the

iii. either:

benefits

and

privileges

that

other

persons in the Company enjoy in their

A.

the respective

employment with the Company;

proportions of

4.

Transparency

will be

exercised

in all

men and women

recruitment decisions from Board level

on the board, in

to entry level;

senior executive

positions and

5.

Workforce composition statistics will be

across the whole

reviewed annually to determine if there

workforce

are any areas that warrant an increased

(including how

focus on diversity; and

the entity has

6.

Public reporting of progress against the

defined "senior

Company's diversity objectives.

executive" for

these purposes);

A summary of the matters required to be

or

reported each year is contained in the

B.

if the entity is a

People

section of

the 2022

Sustainability

Report

under

Diversity & Equality. [Rec

"relevant

1.5(c)]

employer" under

the Workplace

The total percentage of female directors on

Gender Equality

the Board is 33.3%.

Act, the entity's

most recent

"Gender Equality

Indicators", as

defined in and

published under

that Act.

If the entity was in

the S&P/ASX 300

Index at the

commencement

of the reporting

period, the

measurable

objective for

achieving gender

diversity in the

composition of its

board should be

to have not less

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only		ASX Recommendation	Statement commentary		Compliant with
					ASX
					Recommendation
		than 30% of its
		directors of each
		gender within a
		specified period.
1.6		A listed entity should:	Board performance		Yes
use			(a) have and disclose a	The Board undertakes an annual review of
		process for
		its performance, and each of the
		periodically evaluating
		Committees and individual directors. A
		the performance of
		Board Performance review and	skills
		the board, its
		evaluation was carried out during the year.
		committees and
		[Rec 1.6(a)(b)]
		individual directors;
		and
		(b) disclose, in relation to
personal			each reporting period,
		whether a
		performance
			evaluation was
			undertaken in the
			reporting period in
			accordance with that
			process.
	1.7		A listed entity should:	Executive performance		Yes
			(a) have and disclose a	The Board undertakes an annual review and
			process for
			assessment of the Group's executive
			periodically evaluating
			management. An Executive Management
			the performance of its
			Performance review was carried out during
			senior executives; and
			the year. [Rec 1.7(a)(b)]
			(b) disclose, in relation to
			each reporting period,
			whether a
			performance
For			evaluation was
		undertaken in the
		reporting period in
		accordance with that
		process.
Principle 2: Structure the board to add value
A listed entity should have a board of an appropriate size, composition, skills and commitment to
	enable it to discharge its duties effectively.
	2.1		The board of a listed	Nomination Committee		Yes
			entity should:	The full Board is the Nomination Committee
			(a) have a nomination
			and regularly reviews Board membership.
			committee which:
			This includes an assessment of the necessary
	ALS Limited | Corporate Governance Statement 2022		alsglobal.com
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For personal use only

ASX Recommendation

Statement commentary

Compliant with

ASX

Recommendation

i.

has at least three

and

desirable

competencies

of

Board

members,

Board

succession

plans,

members, a

evaluation

of

the Board's

performance,

majority of whom

remuneration

and

consideration

of

are independent

appointments and removals. [Rec 2.1]

directors; and

ii.

is chaired by an

The

Nomination

Committee

is

also

responsible

for reviewing and

making

independent

recommendations to the Board regarding

director,

CEO

performance,

remuneration

and

and disclose:

succession planning.

iii.

the charter of the

The Committee meets at least twice per year

committee;

during the financial year[Rec 2.1(a)(iv)] to

iv.

the members of the

review the skills, experience, expertise and

personal qualities that will best complement

committee; and

the Board's effectiveness in future years as

v.

as at the end of

part of its board renewal and succession

each reporting

planning processes undertaken during the

period, the number

year.

of times the

committee met

throughout the

The Nominations Committee Charter was

period and the

reviewed by the Board during FY22

to

individual

ensure it properly reflects the current

attendances of the

obligations of the Board and the

members at those

requirements of the ASX Guidelines. A

meetings; or

summary of the Nominations Committee

(b) if it does not have a

charter is posted on the Company's website

and

sets

out

the

role,

powers

and

nomination

responsibilities of the Committee.

committee, disclose

that fact and the

[Rec 2.1(a)(i)(ii)(iii)(iv)(v)]

processes it employs

to address board

succession issues and

to ensure that the

board has the

appropriate balance

of skills, knowledge,

experience,

independence and

diversity to enable it to

discharge its duties

and responsibilities

effectively.

2.2

A listed entity should

When a Board vacancy occurs, the

Yes

have and disclose a board

Nomination

Committee

identifies

the

skills matrix setting out

particular skills, diversity, experience and

the mix of skills and

expertise that will best complement Board

diversity that the board

effectiveness, and then undertakes a process

currently has or is looking

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