Corporate Governance Statement
The Board of Directors (“the Board”) of Australasian Food Corporation Limited (“AFC”, “the Company”) recognises the need for strong corporate governance practices and has adopted a comprehensive corporate governance code The Board believes that the corporate governance structures and practices encourage the creation of value for AFC shareholders whilst ensuring the
highest standards of ethical conduct and providing accountability and control systems commensurate with the risks involved.
Role and Composition of the Board
The Board is responsible for the direction and control of AFC and is accountable to shareholders and others for AFC’s performance and its compliance with applicable laws and standards. AFC offers shareholders an experienced Board with skills across a number of industries and disciplines. The AFC Constitution requires a minimum of three Directors.
The Board elects a Chairman whose primary responsibility is the efficient functioning of the Board. The Board currently comprises five non-executive Directors.
Profiles of the individual Directors can be found on page 2 and 3. The Board met 5 times during the year and received papers, including regular reports from management, to read and consider before each meeting. The Board is provided at all times with accurate timely information on all aspects of AFC’s operations and is kept informed of key risks to AFC on a continuing basis. In addition, the Board meets whenever necessary to deal with specific matters needing attention between scheduled meetings, including a number of meetings of sub committees to consider various opportunities. These meetings are not included in the numbers below.
The AFC Audit Committee has been established to focus on audit and risk management and specifically addresses responsibilities relative to financial reporting and regulatory conformance.
The Audit Committee is accountable for ensuring the performance and independence of the external auditors and also makes recommendations to the Board.
The Audit Committee is comprised of three nonexecutive directors, one of whom is independent, and is currently chaired by Brent King.
Due to the importance of nomination and remuneration matters the Board as a whole addresses these and consequently there is no separate Nomination or Remuneration Committee.
Ethica l Conduct
AFC has adopted a policy of business ethical conduct that is designed to formalise its commitment to high standards of ethical conduct and to provide all Directors and representatives with clear guidance on those standards. These are governed by its Code of Ethics, Conflicts of Interest Policy and its Insider Trading Policy.
AFC’s Code of Ethics details the ethical and professional behavioural standards required of the Directors and other officers. The code also provides the means for proactively addressing and resolving potential ethical issues.
The Conflicts of Interest Policy details the process to be adopted for identifying conflicts of interest and the actions that should be taken.
The Board recognises the importance of providing comprehensive and timely information to shareholders.
AFC maintains a website for shareholders, www.afcnz.com Shareholder reports, market announcements, copies of Annual Reports, presentations, press releases and news articles, as well as performance data, are posted on the website.