Corporate Governance Plan
Memphasys Limited ACN 120047556 has formulated this corporate governance framework in light of the corporate governance principles and recommendations released by the ASX Corporate Governance Council, 3rd Edition (Principles and Recommendations). The Company's corporate governance framework largely complies with these Principles and Recommendations. Consistent with the Company's approach to sound corporate governance, opportunities for improvement are regularly considered. The Directors are responsible to shareholders for the performance of the Company and their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed. The main processes that the Directors of the Company use in doing so are set out in this plan.
Board Function and Charter
The Memphasys' Board Charter sets out the principles for the operation of the Board of Directors of the Company (Board) and the functions and responsibilities of the Board and management of the Company.
A copy of the Board Function and Charter is available here.
The Memphasys' Board has established an Audit and Risk Committee. This committee is central to the Company’s process to ensure integrity in financial reporting and to ensure the Company addresses the material risks to its business and reputation. The committee will have at least three members. The Chairman and the majority of the members will preferably be non-executive directors. The external auditors and other officers of the Company may attend meetings of the Committee by invitation.
The Audit and Risk Committee is responsible for the selection and recommendation of the Company’s external auditor.
The external auditors have direct access to the Chairman of the Audit and Risk Committee and where necessary, the Chairman of the Board. The Audit and Risk Committee meets with the external auditors without management present on an ‘as required basis’, but at least once a year. The external auditor attends the Annual General Meeting and is available to answer questions from shareholders.
The Company's risk management program is managed by the Audit and Risk Committee. Mr Shane Hartwig is the Chair of the Audit and Risk Committee.
Memphasys has established a Nomination and Remuneration Committee in line with ASX Corporate Governance Principles and Recommendations 2.1 and 8.1.
The role of the Nomination and Remuneration Committee relates to the appointment and remuneration of the non-executive directors, Managing Director, Company Secretary, CFO and other senior executives and employees of Memphasys Limited.
The Board’s Charter for the Nomination and Remuneration Committee sets out the roles, responsibilities and objectives of the committee. The committee will have at least three members. Mr Marjan Mikel is Chair of the Nomination and Remuneration Committee.
Policies and Procedures
The Code of Conduct was adopted to reflect current business and community expectations. In summary, the Code of Conduct requires that at all times Directors, officers and employees act with integrity, objectivity and in compliance with the letter and spirit of the law and Company policies.
The Code of Conduct requires employees who are aware of unethical practices within the Company to report these using the avenues available under the Corporate Governance manual. Employees have direct access to the Executive Directors or, if this would cause a conflict, any Non-Executive Director.
Memphasys has in place a Remuneration Policy for Directors, Executives and Professional Staff. A copy of the policy can be accessed through the link above.
Directors and officers are subject to the provisions of the Corporations Act 2001(Cth) (Corporations Act) relating to conduct by a person in possession of inside information. A person possesses inside information, if they know, or ought to reasonably know, that if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of the Company’s securities.
Directors and officers in possession of inside information are prohibited from trading in the Company’s securities.
The Board is responsible for ensuring that management put in place an education program that makes all employees aware of their legal obligations with respect to insider trading.
The Company Secretary is responsible for communication with the Australian Securities Exchange (ASX). This includes ensuring compliance with the continuous disclosure requirements in the ASX listing rules and overseeing information disclosure to analysts, brokers, shareholders, the media and general public.
The Company recognises that a diverse and talented workforce is a competitive advantage and that the Company’s success is the result of the quality and skills of its people. The details of Memphasys' approach are contained in its Diversity Policy.
Copies of the Charters and Policies are available by clicking the links above.