YOWIE GROUP LIMITED
CORPORATE GOVERNANCE STATEMENT
Approved by the Board - 31 August 2022
ASX Corporate Governance Council's Corporate Governance Principles and Recommendations
ASX Corporate Governance | Complies | Explanation | ||||||||
Principles and Recommendations | ||||||||||
(4th Edition) | ||||||||||
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1
A listed entity should have anddisclose a board charter setting out:
- the respective roles and responsibilities of its board and management; and
- those matters expressly reserved to the board and those delegated to management.
Recommendation 1.2
A listed entity should:
- undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and
- provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
Yes | The company had adopted a Board Charter. | |||
The Company has disclosed the respective roles and responsibilities of its | ||||
Board and management, and the functions reserved by the Board and | ||||
those delegated to senior management, in the Company's Board Charter. |
A copy of the Board Charter is available in the Corporate Governance section of the Company's website.
Yes | The Company undertakes a number of checks before appointing a person | |||||
or putting forward to security holders a candidate for election as a | ||||||
Director or Senior Executive and provides material information to | ||||||
shareholders about a candidate for election or re-election. |
The Board of Directors ensures that appropriate checks and references are taken for new Directors and key executives, and that effective induction and education procedures exist for new Board appointees and key executives. These include checks as to the person's character, experience and education.
Information provided to security holders in a Notice of Meeting or disclosure document (where applicable) includes: biographical details and the skills the candidates bring to the Board; details of any other material directorships currently held by the candidate; in the case of a candidate standing for election as a Director for the first time, any material adverse information revealed by the checks that the Company has performed about the Director, details of any interest, position, association or relationship that might influence, or reasonably beperceived to influence, in a material respect his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally, and if the Board considers that the candidate will, if elected, qualify as an independent Director, a statement to that effect; in the case of a candidate standing for re-electionas a Director, the term of officecurrently served by the Director and if the Board considers the Director to be an independent Director, a statement to that effect and a statement by the Board as to whether or not it supports the election or re-election of the candidate.
A candidate for appointment or election as a Non-Executive Director must provide the Board with the information above and a consent for the Company to conduct any background or other checks the Company would ordinarily conduct. The candidate must also provide details of his or her other commitments and an indication of time involved, and specifically acknowledge to the Company that he or she will havesufficient time to fulfil his or her responsibilities as a Director.
Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
Recommendation 1.4
The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.
Recommendation 1.5
A listed entity should:
- have and disclose a diversity policy;
- through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and
Yes | The Company has a procedure of obtaining a written agreement with | |||||
each Director and senior executive setting out their terms of | ||||||
appointment. These agreements take the form of letters of appointment | ||||||
for all Directors and additional service contracts in the case of Executive | ||||||
Directors or other senior executives. | ||||||
For each Non-Executive Director, the letter of appointment generally sets | ||||||
out the following: the terms of appointment; the time commitment | ||||||
envisaged, including any expectations regarding involvement with | ||||||
committee work and any other special duties attaching to the positions; | ||||||
remuneration, including superannuation entitlements; the requirement | ||||||
to disclose Directors' interests and any matters that may affect Directors' | ||||||
independence; the requirement to comply with key corporate policies, | ||||||
including the Company's Corporate Code of Conduct, and its Securities | ||||||
Trading Policy; the Company's policy on when Directors may seek | ||||||
independent professional advice at the expense of the Company (which | ||||||
is generally whenever Directors, especially Non-Executive Directors, | ||||||
judge such advice necessary for them to discharge their responsibilities | ||||||
as Directors); indemnity and insurance arrangements; ongoing rights of | ||||||
access to corporate information; and ongoing confidentiality obligations. | ||||||
In the case of Executive Directors or other senior executives, the | ||||||
agreements generally set out the information above (to the extent | ||||||
applicable), as well as: descriptions of their positions, duties and | ||||||
responsibilities; the persons or bodies to whom they report; the | ||||||
circumstances in which their services may be terminated; and any | ||||||
entitlements on termination. | ||||||
The Company is required under the ASX Listing Rules to disclose the | ||||||
material terms of any employment, service or consultancy agreement it | ||||||
or a subsidiary enters into with its Chief Executive Officer (CEO) (or | ||||||
equivalent), any of its Directors, and any other person or entity who is a | ||||||
related party of its CEO or any of its Directors. It is also required to | ||||||
disclose any material variation to such an agreement. | ||||||
Yes | The Company Secretary of the Company is accountable directly to the | |||||
Board, through the Chairperson, on all matters to do with the proper | ||||||
functioning of the Board. The Company Secretary plays an important role | ||||||
in supporting the effectiveness of the Board and its Committees. | ||||||
The role of the Company Secretary includes advising the Board and its | ||||||
Committees on governance matters; monitoring that Board and | ||||||
Committee policies and procedures are followed; co-ordinating the | ||||||
timely completion and despatch of Board and Committee papers; | ||||||
ensuring that the business at Board and Committee meetings is | ||||||
accurately captured in the minutes; and helping to organise and facilitate | ||||||
the induction and professional development of Directors. | ||||||
Each Director is able to communicate directly with the Company | ||||||
Secretary and vice versa. The decision to appoint or remove a Company | ||||||
Secretary is made or approved by the Board. | ||||||
Partially | The Company' workforce, including employees, contractors, | |||||
management and the Board, is made up of individuals with diverse skills, | ||||||
values, backgrounds and experiences that bring to the Company the skills | ||||||
and expertise that are required for the Company to enhance its | ||||||
performance. The Company values diversity and recognises the benefit | ||||||
it can bring in achieving the Company's goals. To this end, the Company | ||||||
has a Diversity Policy Charter that reflects its commitments and | ||||||
objectives, and includes requirements for the Board to annually review | ||||||
performance against these objectives, as part of its annual performance | ||||||
assessment. | ||||||
The Company has established a Diversity Policy. A copy of the Diversity | ||||||
Policy is available in the Corporate Governance section of the Company's | ||||||
(c) disclose in relation to each | website. | ||||||||||
reporting period: | Due to the current size and composition of the organisation, the Board | ||||||||||
(1) the measurable | does not consider it appropriate to provide measurable objectives in | ||||||||||
objectives set for that | relation to gender. The Company is committed to ensuring that the | ||||||||||
period to achieve gender | appropriate mix of skills, experience, expertise and diversity are | ||||||||||
diversity; | considered when employing staff at all levels of the organisation, and | ||||||||||
(2) the entity's progress | when making new senior executive and Board appointments, and is | ||||||||||
satisfied that the composition of employees, senior executives | and | ||||||||||
towards achieving those | |||||||||||
members is appropriate considering its size and environment. | The | ||||||||||
objectives; and | |||||||||||
Company has the objective to improve the current ratio of women to | |||||||||||
(3) either: | men with its proposed staff recruitment as soon as the scale of its | ||||||||||
(A) the respective | operations allows so. | ||||||||||
At the date of this report the Company has 12 full-time and part time | |||||||||||
proportions of men | |||||||||||
and women on the | employees, 4 of which are female. No women are currently represented | ||||||||||
board, in senior | on the Board. | ||||||||||
executive positions | |||||||||||
and across the | |||||||||||
whole workforce | |||||||||||
(including how the | |||||||||||
entity has defined | |||||||||||
"senior executive" | |||||||||||
for these purposes); | |||||||||||
or | |||||||||||
(B) if the entity is a | |||||||||||
"relevant employer" | |||||||||||
under the | |||||||||||
Workplace Gender | |||||||||||
Equality Act, the | |||||||||||
entity's most recent | |||||||||||
"Gender Equality | |||||||||||
Indicators", as | |||||||||||
defined in and | |||||||||||
published under | |||||||||||
that Act. | |||||||||||
Recommendation 1.6 | Partially | The Board/Nomination Committee/Remuneration Committee (each and | |||||||||
A listed entity should: | as applicable, and in its absence the Board) has not adopted any formal | ||||||||||
(a) have and disclose a process | procedures for the review of the performance of the Board, its | ||||||||||
committees, individual directors and senior executives. The Board has | |||||||||||
for periodically evaluating | however adopted an on-goingself-evaluation process to measure its | ||||||||||
the performance of the | performance, which is currently considered to meet the Board's | ||||||||||
board, its committees and | obligations sufficiently. | ||||||||||
individual directors; and | The review process takes into consideration all of the Board's key areas | ||||||||||
(b) disclose for each reporting | |||||||||||
of responsibility and accountability and is based on an amalgamation of | |||||||||||
period whether a | factors including capability, skill levels, understanding of industry | ||||||||||
performance evaluation has | complexities, risks and challenges, and value adding contributions to the | ||||||||||
been undertaken in | overall management of the business. | ||||||||||
accordance with that process | |||||||||||
The review includes; comparing the performance of the Board with the | |||||||||||
during or in respect of that | |||||||||||
period. | requirements of its charter, examination of the Boards interaction with | ||||||||||
management, the nature of information provided to the Board by | |||||||||||
management, managements performance in assisting the Board to meet | |||||||||||
its objectives and analysis of whether there is a need for existing | |||||||||||
Directors to undertake professional development. | |||||||||||
A similar review may be conducted for each committee by the Board with | |||||||||||
the aim of assessing the performance of each committee and identifying | |||||||||||
areas where improvements can be made. | |||||||||||
The remuneration committee will oversee the evaluation of the | |||||||||||
remuneration of the Company's senior executives. This evaluation is |
based on specific criteria. | ||||||||||||
The Company completes performance evaluations in respect of the | ||||||||||||
Board, individual directors and committees (if any) for each financial year | ||||||||||||
in accordance with its policy. | ||||||||||||
The Board aims to ensure that shareholders are informed of all | ||||||||||||
information necessary to assess the performance of the directors. | ||||||||||||
Information is communicated to the shareholders through: | ||||||||||||
• the annual report which is distributed to all shareholders; | ||||||||||||
• the half-yearly report; | ||||||||||||
• the annual general meeting and other meetings to obtain | ||||||||||||
shareholder approval for Board actions as appropriate; and | ||||||||||||
• continuous disclosure in accordance with ASX Listing Rule 3.1 and | ||||||||||||
the Company's continuous disclosure policy | ||||||||||||
Recommendation 1.7 | Partially | The Board/Nomination Committee/Remuneration Committee (each and | ||||||||||
A listed entity should: | as applicable, and in its absence the Board) conducts an annual review of | |||||||||||
(a) | have and disclose a process | the performance of the Board, its committees, individual directors and | ||||||||||
senior executives. | ||||||||||||
for evaluating the | ||||||||||||
The remuneration committee will oversee the evaluation of the | ||||||||||||
performance of its senior | ||||||||||||
executives at least once | remuneration of the Company's senior executives. This evaluation is | |||||||||||
every reporting period; and | based on specific criteria. | |||||||||||
(b) disclose for each reporting | A performance evaluation of senior executives was undertaken during | |||||||||||
period whether a | the reporting period. | |||||||||||
performance evaluation has | ||||||||||||
been undertaken in | ||||||||||||
accordance with that process | ||||||||||||
during or in respect of that | ||||||||||||
period. | ||||||||||||
PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||||||||||||
Recommendation 2.1 | No | The Board has adopted a Nomination Committee Charter, however | ||||||||||
The board of a listed entity should: | having regard to the number of members currently comprising the | |||||||||||
(a) | have a nomination | Company's Board and the stage of the Company's development, the | ||||||||||
Board does not consider it appropriate to delegate these responsibilities | ||||||||||||
committee which: | to a separate Nomination Committee. | |||||||||||
(1) has at least three | The Board believes that no efficiencies or other benefits would be gained | |||||||||||
members, a majority of | by establishing a separate Nomination Committee. | |||||||||||
whom are independent | These arrangements will be reviewed periodically by the Board to ensure | |||||||||||
directors; and | ||||||||||||
(2) is chaired by an | that they continue to be appropriate to the Company's circumstances. | |||||||||||
Recommendations of candidates for new directors are made by the | ||||||||||||
independent director, | ||||||||||||
and disclose: | directors for consideration by the Board as a whole. If it is necessary to | |||||||||||
appoint a new director to fill a vacancy on the Board or to complement | ||||||||||||
(3) the charter of the | the existing Board, a wide potential base of possible candidates is | |||||||||||
considered. If a candidate is recommended by a director, the Board | ||||||||||||
committee; | ||||||||||||
assesses that proposed new director against a range of criteria including | ||||||||||||
(4) the members of the | ||||||||||||
background, experience, professional skills, personal qualities, the | ||||||||||||
committee; and | potential for the candidate's skills to augment the existing Board and the | |||||||||||
(5) as at the end of each | candidate's availability to commit to the Board's activities. If these | |||||||||||
criteria are met and the Board appoints the candidate as a director, that | ||||||||||||
reporting period, the | ||||||||||||
director must retire at the next following Annual General Meeting of | ||||||||||||
number of times the | ||||||||||||
Shareholders and will be eligible for election by shareholders at that | ||||||||||||
committee met | ||||||||||||
Annual General Meeting. | ||||||||||||
throughout the period | ||||||||||||
and the individual | As the Company grows and develops, it will review the merits of | |||||||||||
attendances of the | establishing a formal Nomination Committee. Until then the Board | |||||||||||
members at those | carries out the duties that would ordinarily be assigned to the | |||||||||||
meetings; or | Nomination Committee under the written terms of reference for the | |||||||||||
- if it does not have a nomination committee, disclose that fact and the 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.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.
Recommendation 2.3
A listed entity should disclose:
- the names of the directors considered by the board to be independent directors;
- if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the
committee.
Yes | The Board seeks a mix | of skills suitable for a confectionary based | ||||||||||||||||||||||||||
company. A summary of the key board skills matrix is set out below. | ||||||||||||||||||||||||||||
Further details regarding the skills and experience of each Director are | ||||||||||||||||||||||||||||
included in the Directors' Report of the Company's Annual Report. | ||||||||||||||||||||||||||||
The current Board members represent | individuals that have extensive | |||||||||||||||||||||||||||
business and industry experience as well as professionals that bring to the | ||||||||||||||||||||||||||||
Board their specific skills in order for the company to achieve its strategic, | ||||||||||||||||||||||||||||
operational and compliance objectives. Their suitability to the | ||||||||||||||||||||||||||||
directorship | has been determined primarily on the basis of their ability | |||||||||||||||||||||||||||
to deliver outcomes in accordance with the company's short and longer | ||||||||||||||||||||||||||||
term objectives and therefore deliver value to shareholders. | ||||||||||||||||||||||||||||
Director | Capital | Confectionary | Finance | Listed | ||||||||||||||||||||||||
Skills | Markets | business | Accounting | Company | ||||||||||||||||||||||||
Sean | | | | | ||||||||||||||||||||||||
Taylor | ||||||||||||||||||||||||||||
Mark | | | | | ||||||||||||||||||||||||
Schuessler | ||||||||||||||||||||||||||||
Nicholas | | | | | ||||||||||||||||||||||||
Bolton | ||||||||||||||||||||||||||||
John | | | | | ||||||||||||||||||||||||
Patton | ||||||||||||||||||||||||||||
Scott | | | | | ||||||||||||||||||||||||
Hobbs | ||||||||||||||||||||||||||||
Yes | Name | Position | Independent | Length of | ||||||||||||||||||||||||
Service | ||||||||||||||||||||||||||||
Executive | Appointed 8 | |||||||||||||||||||||||||||
Sean Taylor | Yes | December | ||||||||||||||||||||||||||
Chairman | ||||||||||||||||||||||||||||
2021 | ||||||||||||||||||||||||||||
Mark | Managing | No | Appointed 5 | |||||||||||||||||||||||||
Schuessler | Director | January 2018 | ||||||||||||||||||||||||||
Nicholas | Non-Executive | No | Appointed 30 | |||||||||||||||||||||||||
Director | November | |||||||||||||||||||||||||||
Bolton | ||||||||||||||||||||||||||||
2020 | ||||||||||||||||||||||||||||
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Yowie Group Ltd. published this content on 31 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2022 08:29:08 UTC.