Principle 1

Lay solid foundations for management and oversight

Role of the Board and Management

The Board is responsible for the long term growth and financial performance of the Group.  The Board charts the strategic direction of the Group and monitors executive and senior management performance on behalf of shareholders.  To achieve this, the Board is engaged in the following activities:

  • Providing input and final approval of corporate strategies and performance objectives developed by senior management
  • Approval and monitoring of financial and other reporting
  • Monitoring of executive and senior management performance, including the implementation of corporate strategies, and ensuring appropriate resources are available
  • Appointment and monitoring of the performance of the Managing Director
  • Liaison with the Group’s External Auditor through the Audit and Risk Committee
  • Ensuring that the Group has appropriate systems of risk management and internal controls, reporting mechanisms and delegation authority limits in place
  • Approval and monitoring the progress of major capital expenditure, capital management, acquisitions and divestments
  • Any other matters required to be dealt with by the Board from time to time depending upon circumstances of the Group
  • Other matters referred to in the Board and Board Committee charters

The Board operates under a charter that details the functions and responsibilities of the Board.  The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities.  Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the charter.

Management is responsible for the implementation of corporate strategies and performance objectives and all aspects of the day to day running of the Group.  Management are also responsible for ensuring the Group operates within the risk parameters set by the Board and for providing the Board with accurate and timely information to enable the Board to carry out its duties.

Delegations Policy

The Board has approved a Delegations Policy which clearly outlines the authorities of the Board and those which have been delegated to senior executives covering all management activities.  The policy ensures that the executives understand the authorities delegated by the Board and are accountable to the Board for its compliance.  Annual reviews are conducted on the appropriateness of the delegated authorities and any material breaches are reported to the Board.

Background Checks

Before the appointment of directors and senior executives, the Group ensures that appropriate background checks are conducted as to the person’s character, experience, education, criminal record and bankruptcy history.  This is an important step in the recruitment process to ensure the appointment of suitable candidates to the director and senior executive roles.

All material information relevant to the election or re-election of directors is provided to shareholders in the director profiles which are included in the Explanatory Memorandum to the Notice of Annual General Meeting.  The following information is provided to shareholders:

  • Details of the qualifications, skills and experience of the director
  • Details of any other directorships held by the director
  • The term of office currently served by the director (if any)
  • A statement if the Board considers the director independent
  • A statement on whether the Board supports the election or re-election of the director
  • Any other material information advised to shareholders that is relevant to the decision on whether to elect or re-elect the director

Letter of Appointment 

New directors of the Group are provided with a formal letter of appointment which outlines the key terms and conditions of their appointment.  Similarly, senior executives including the Managing Director, Executive Director and Chief Financial Officer have formal job descriptions and letters of appointment describing their salary arrangements, rights and responsibilities and entitlements on termination.

A comprehensive induction program is available to directors and senior executives to ensure full understanding of the Group, its policies and procedures and the industry within which it operates.

Company Secretary

The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board including all corporate governance matters.  The Company Secretary is responsible for the completion and dispatch of the agenda and papers for each Board and Committee meeting.  The Company Secretary prepares the draft minutes for each meeting, which are tabled at the next Board meeting for review and approval.  The Company Secretary and the directors communicate regularly on all Group and governance matters.

Diversity in the Workforce 

GWA is committed to promoting diversity through the implementation of targeted employment policies and initiatives to achieve a diverse workforce.  The Board understands the significant benefits that arise from increasing the pool of talent from which the Group can draw highly talented employees and the different perspectives that can be brought to the organisation from a diverse workforce.

The Group continues its focus on diversity and has seen an overall increase of female representation from 33% to 35% over the reporting period to 31 March 2016 under the Workplace Gender Equality Act 2012.  The Diversity Policy which is available on the Group’s website establishes a number of measurable objectives to promote and encourage increased diversity and in particular, to improve the representation of females within the workforce.  The measurable objectives are assessed annually and are reported in the Corporate Governance Statement in the Annual Report.

These objectives are:

  1. Increase the percentage of females employed by GWA
  • Ensure the recruitment process and practices continue to comply with equal opportunity principles
  • Provide recruitment training for managers ensuring a focus on equal opportunity and avoiding ‘unconscious bias’ 
  1. Provide and promote flexible work practices to attract and retain female employees
  • Continue to promote awareness of current flexible work practices available in the Group to existing employees and potential candidates
  • Investigate and implement any additional flexible work arrangements appropriate to the needs of employees with families
  1. Succession planning and high potential employee development
  • Ensure high potential female employees are identified as part of the Group’s succession planning process and actively developed for career progression

During the year the Group conducted a detailed review of its recruitment processes and practices leading to the implementation of a new simplified process which continues to encourage the promotion of equal opportunity and diversity.  This will be followed in the upcoming year with training of recruiting managers in best practice recruitment skills (including a focus on avoiding unconscious bias). The GWA People and Culture team continues to provide coaching and assistance for managers when they are recruiting, particularly for senior roles, to support the focus on diversity.

The Group has completed a detailed review of employment policies and practices during the year to ensure that, among other things, they are offering the flexibility required to attract and retain female talent.  Along with this, the Group has introduced a new policy enabling victims of domestic violence to take an additional 5 days paid leave per year.  A number of employees continue to move to flexible working arrangements, particularly on return from parental leave.

The Group has strengthened and increased focus on reviewing talent and planning for succession during the year and has commenced a program of work to further develop its Senior Leadership Team and those employees considered to be of high potential.

As outlined in the Group’s 2016 Workplace Gender Equality Report, the overall workforce consists of 35% female and 65% male.  This is an increase in the overall percentage of female employees from the prior year and also includes an increase from 22% to 30% of females in senior management roles.  The Chairman has increased the gender diversity of the Board through the announcement on 14 July 2016 of the appointment of Jane McKellar as Non-Executive Director effective from the conclusion of the 2016 Annual General Meeting.

The following table is a summary of the Group’s workplace profile at 31 March 2016:

Title % Female % Male
Board 0 100%
Key Management Personnel 20% 80%
Other Executives/General Managers 20% 80%
Senior Managers 30% 70%
Other Managers 20% 80%
Total – Management 23% 77%
Total – Non-Management 35% 65%
Overall Totals 35% 65%
Note:
* On 14 July 2016, the Chairman announced the appointment of Jane McKellar to the Board effective from the conclusion of the 2016 Annual General Meeting.

In May 2016, the Group lodged its 2016 Workplace Gender Equality Report with the Workplace Gender Equality Agency in accordance with the Workplace Gender Equality Act 2012.  The Group notified its employees and employee organisations of the lodgement of the report and advised how it may be accessed.  The Group also allowed employees and employee organisations to make comments on the report.  The report is available on the Group’s website under Gender Equality Reporting.  The Group received notification during June 2016 that it is compliant with the Workplace Gender Equality Act 2012.

Performance Evaluation – Directors

The Nomination and Remuneration Committee conducts an annual evaluation of the performance of the Board, the Board Committees and the individual Board members to determine whether they are functioning effectively by reference to current good practice.  The performance evaluation is conducted by the Chairman of the Board through open discussions with the Board members and detailed questionnaires as required.  Any issues or improvement opportunities identified from the performance evaluation are actioned.

During FY16 a performance evaluation of the Board was conducted by the Chairman in accordance with the evaluation process.

Performance Evaluation – Senior Executives

Performance reviews of senior executives are conducted formally on a bi-annual basis.  The performance review process is critical to the development of senior executives and enables performance issues to be addressed.  The Group has identified core competencies for the key roles in the organisation and these are incorporated into individual job descriptions.  During the performance review process, the performance of senior executives is assessed against the business objectives and core competencies.

Measurable personal financial and business improvement goals are established during the performance review process and the achievement of the personal goals is incorporated into the Group’s Short Term Incentive Plan as outlined in the Remuneration Report.

During FY16 performance reviews of senior executives were conducted in accordance with the performance review process.