Principle 1

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:

• Demonstrating leadership and defining the Group’s purpose;
• Providing input and final approval of the Group’s corporate strategies and performance objectives developed by executives and senior management;
• Approval and monitoring of financial and other reporting;
• Approving the Group’s Statement of Values and Code of Conduct to underpin the desired culture within the organisation;
• Monitoring of executive and senior management performance, including the implementation of corporate strategies, instilling of the Group’s values and ensuring appropriate resources are available;
• Appointment and monitoring of the performance of the Chief Executive Officer and the Company Secretary;
• Setting the risk appetite within which management are expected to operate;
• Ensuring that the Group has appropriate systems of risk management and internal controls, reporting mechanisms and delegation authority limits in place;
• Liaison with the Group’s external and internal auditors through the Audit and Risk Committee;
• Approval and monitoring the progress of major capital expenditure, capital management, acquisitions and divestments;
• Satisfying itself that the remuneration policies are aligned with the Group’s purpose, values, strategic objectives and risk appetite;
• Any other matters required to be dealt with by the Board from time to time depending upon circumstances of the Group; and
• 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 regularly 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 and execution of corporate strategies and performance objectives and all aspects of the day to day running of the Group.  Management is 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.

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

Before the appointment of directors and executives, the Group ensures that appropriate background checks are conducted.  The types of checks that would usually be undertaken include checks 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 director and 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 directors;
• Details of any other directorships held by directors;
• 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; and
• Any other material information advised to shareholders that is relevant to the decision on whether to elect or re-elect the director.

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

A comprehensive induction program is provided to directors, executives and senior management to ensure full understanding of the Group’s strategy and operations, its policies and procedures and the industry within which it operates.

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 compilation 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 or Committee meeting for review and approval.  The Company Secretary and the directors communicate regularly on all Group and governance matters.

GWA embraces and celebrates the value and contribution each team members bring to the workplace and GWA is committed to creating a workplace which is fair, flexible and equitable, where everyone feels like they belong.  GWA recognises that fostering a diverse culture where all team members feel safe and confident to contribute their insights and perspectives leads to creative, innovative and effective solutions.  GWA also recognises that a diverse and inclusive culture delivers a strong competitive advantage and benefits all employees, customers, shareholders and the community.

The Group’s Diversity and Inclusion Policy is available on the Group’s website at www.gwagroup.com.au under Corporate Governance Policies.

GWA is committed to:

• a workplace which is free from discrimination, harassment and bullying;
• attracting, retaining and developing talent that enhances diversity;
• treating employees fairly and with respect;
• a workplace culture that is inclusive, where individual differences are valued and embraced;
• equal and equitable employment opportunities that recognise performance and potential;
• ensuring awareness across our teams regarding their rights and responsibilities as they relate to diversity principles and practices;
• flexible work practices and policies to support employees and their changing needs; and
• equitable frameworks and policies, processes and practices that limit the potential for unconscious bias.

The Board has established a number of measurable objectives to promote and encourage increased gender diversity within the workforce.  The Board will continue to work on increasing the percentage of females employed by GWA, including compliance with the minimum 30% target for Board composition in line with the Principles and Recommendations of the ASX Corporate Governance Council, having regard to business needs, the best available candidates, and all facets of diversity in addition to gender. 

The objectives and supporting actions include: