Governance

Governance

Corporate Governance is core to ensuring the creation, protection and enhancement of stakeholder value. The Board ensures that MEGT management maintains the highest level of corporate ethics. The Board comprises a majority of independent Non Executive Directors who together with the Executive Director have an appropriate balance of skills, experience and expertise.

Strategic Planning Committee

[SUB HEADING] Charter

[SUB SUB HEADING] Constitution

The Strategic Planning Committee (“Committee”) is a formally constituted committee of the Board of MEGT (Australia) Ltd.

[SUB SUB HEADING] Membership

The Committee will consist of not less than five members, made up of at least three independent Board members nominated by the Board, together with the CEO and Strategy & Development Manager. The Board Chair will be an ex-officio member.

[SUB SUB HEADING] Chair

The Board will nominate the Chair of the Committee.

[SUB SUB HEADING]Other attendees

The CFO and all Directors have a standing invitation to attend meetings of the Committee.

Other members of senior management maybe invited to be present at the meetings as required in order to provide input into specific actions being developed.

[SUB SUB HEADING] Quorum
The quorum will consist of three members including two Directors.

[SUB SUB HEADING] Meeting frequency
Meetings will be held not less than four times per year to enable the Committee to effectively undertake its role.

[SUB SUB HEADING] Role and responsibilities
The role of the Committee is to assist the Board in fulfilling its duties by providing independent and objective review and advice to the Board, the CEO and Strategy & Development Manager with respect to the development and implementation of corporate strategy.

The Committee will:

  1. guide the development of the three year strategic plan and provide a recommendation to the Board regarding
    its approval
  2. monitor the implementation of the strategic plan by the management team
  3. evaluate and then provide recommendations to the Board regarding strategic initiatives/feasibility studies/
    business cases, including acquisitions, divestments and alliances
  4. act as a sounding board for the CEO and Strategy & Development Manager on strategic issues
  5. provide input into the annual operating budget (including the capital expenditure budget)
  6. evaluate the validity of the planning process and the quality of recommendations (including the completeness
    of information used for planning, the underlying assumptions and the transparency and accountability of the
    planning process) and ensure that appropriate standards for evaluating corporate performance are adopted
  7. refine and articulate organisational goals and strategic objectives for the implementation of MEGT’s vision
    and recommend these to the Board
  8. work with the Finance, Audit and Risk Management (“FARM”) Committee and the Nominations and Remuneration Committee (“NRC”) in setting and reviewing KPIs 
  9. guide the planning of Board strategy discussions.

[SUB SUB HEADING]Reporting procedures
The minutes of the meetings of the Committee will be circulated to all Committee members for comment and change before being circulated with Board papers for the next Board meeting or as otherwise agreed.

[SUB SUB HEADING]Review
The Board will review this Charter from time to time to ensure it remains consistent with the Board’s objectives and responsibilities.

MEGT Board

[SUB HEADING]Charter

[SUB SUB HEADING]  Overview

The Board is primarily responsible for ensuring that MEGT has an appropriate corporate governance structure to
ensure the creation and protection of stakeholder value.

The Board is also responsible for ensuring that management recognises MEGT’s legal and other obligations to all
legitimate stakeholders. “Stakeholders” are groups that are likely to feel a social, environmental, economic or
financial impact from MEGT’s actions. They include employers/clients, customers, suppliers, employees,
government regulators and members of the communities where MEGT operates and are affected by
MEGT activities.

This Board Charter explains MEGT’s commitment to corporate governance. It is not an “all inclusive” document
and should be read as an expression of principle.

MEGT endorses the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best
Practice Recommendations (ASX Principles), as revised, and applies them as is appropriate for a not for profit
organisation of its nature.

[SUB SUB HEADING]The MEGT Constitution
The MEGT Constitution is MEGTs’ key governance document. The Board will comply at all times wit the provisions of the Constitution.

[SUB SUB HEADING]Compliance with laws
As a company limited by guarantee and having no share capital MEGT must comply with the Corporations Act 2001 as well as all other applicable laws and statutes.

[SUB SUB HEADING]Composition of the MEGT Board
The Board is to comprise a majority of Independent Non-Executive Directors.

The Chairman is to be an Independent Non-Executive Director.

The roles of chair and chief executive officer will not be exercised by the same person.

[SUB SUB HEADING]Duties and responsibilities
The MEGT Board is responsible for setting the strategic direction of MEGT and monitoring the implementation of
that strategy by the management team, including:

  • oversight of MEGT, (including its control and accountability systems)
  • appointing and removing the Chief Executive Officer
  • approving the appointment and removal of the Chief Financial Officer and other senior executives reporting directly to the Chief Executive Officer (based on the recommendation of the Chief Executive Officer)
  • input into and final approval of management’s development of corporate strategy and performance objectives
  • input into and final approval of the annual operating budget (including the capital expenditure budget)
  • approving and monitoring the progress of major capital expenditure, capital management and acquisitions/divestitures
  • monitoring compliance with all legal, tax and regulatory obligations
  • reviewing, ratifying and monitoring systems of risk management and internal compliance and controls, codes of conduct, legal compliance and other significant corporate policies
  • at least annually, reviewing the effectiveness of MEGT’s implementation of its risk management system
  • monitoring business performance and implementation of strategy and policies, ensuring appropriate resources are available
  • approving and monitoring financial and other reporting and
  • appointment, reappointment or replacement of the external auditor.

In discharging his/her duties, each Director must

  • exercise care and diligence
  • act in good faith in the best interests of MEGT
  • not improperly use his/her position or misuse information of MEGT and
  • commit the time necessary to discharge effectively his/her role as a Director.

[SUB SUB HEADING]Executive Directors
All Directors (including Executive Directors) are entitled to be heard at all meetings and should bring an independent judgement to bear in decision making.

Directors will confer at least annually without management present.

[SUB SUB HEADING]Board meetings
The Board meets a minimum ten times each year.

[SUB SUB HEADING]Board committees
The Board has established committees to assist the Board in fulfilling its duties and responsibilities.

The Committees shall include:

  • Governance Committee
  • Finance Audit and Risk Management Committee and
  • Strategic Planning Committee.

Each Committee has a formal Charter. With the exception of specified delegations contained in their Charters or approved by the Board, recommendations of the Committees are to be referred to the Board for approval.

[SUB SUB HEADING]Governance Committee

The Nomination, Remuneration and Governance Committee assists the Board in regard to matters including:

  • Board appointments and performance
  • Directors’ Induction Program
  • committee membership
  • Executive Management succession planning, appointments and terminations
  • remuneration policies for Non-Executive Directors
  • remuneration policies for the Chief Executive Officer and Executive Management
  • bonus and share surplus policies
  •  human resources policies.

[SUB SUB HEADING]Finance, Audit & Risk Management Committee

The Committee assists the Board in regard to matters including:

  • enterprise-wide risk management
  • compliance with legal and regulatory obligations
  • the integrity of MEGT’s internal control framework
  • the reliability and integrity of financial information for inclusion in the MEGT financial statements
  • safeguarding the independence of the external auditor and
  • audit, accounting and financial reporting obligations.

[SUB SUB HEADING]Strategic Planning Committee

The Strategic Planning Committee assists the Board in regard to matters including:

  • the development and implementation of corporate strategy
  • determining future directions of the company
  • assisting the Board evaluate strategic decisions as they are being made
  • input into the annual operating budget ( including the capital expenditure budget).

[SUB SUB HEADING]The Chairman

The Chairman is responsible for:

  • leadership of the Board
  • overseeing the Board in the effective discharge of its supervisory role
  • the efficient organisation and conduct of the Board’s function and meetings
  • facilitating the effective contribution of all Directors
  • briefing of all Directors in relation to issues arising at meetings
  • the promotion of constructive and respectful relations between Board members and between the Board and Management and
  • committing the time necessary to discharge effectively his/her role as Chairman
  • ensuring that there is regular and effective evaluation of the Board’s and CEO’s performance.

[SUB SUB HEADING]Independence of Directors

When determining the independent status of a Director the Board will consider whether the director:

  • is employed, or has previously been employed in an executive capacity by MEGT, and there has not been a period of at least three years between ceasing such employment and serving on the Board
  • has within the last three years been a principal of a material professional adviser or a material consultant to MEGT, or an employee materially associated with the service provided
  • is a material supplier or customer of MEGT, or an officer of or otherwise associated directly or indirectly with a material supplier or customer
  • has a material contractual relationship with MEGT other than as a Director.

[SUB SUB HEADING]Access to Information and Independent Advice

The Board and Committees must be provided with the information they need to efficiently discharge their responsibilities. 

Management must supply the Board and Committees with information in a form, time frame and quality that enables them to effectively discharge their duties. All Directors are to receive copies of committee papers. 

Directors are entitled to request and receive such additional information as they consider necessary to  support informed decision-making. Any Director has the authority to seek any information he/she requires from any employee of MEGT and all employees must comply with such requests. It is expected that any significant issues are communicated to the Chairman or Chief Executive Officer. 

Any Director may take such independent legal, financial or other advice as they consider necessary at MEGT’s cost. Any Director seeking independent advice must first discuss the request with the Chairman who will facilitate obtaining such advice.

[SUB SUB HEADING]Appointment and removal of Directors

The Board should be of a size and composition that is conducive to making decisions expediently, with the benefit of a variety of perspectives and skills, and in the best interest of the MEGT as a whole rather than of any interest groups.

The Nomination, Remuneration and Governance Committee is responsible for making recommendations to the Board relating to the appointment and retirement of Directors. A new Director will receive a formal Letter of Appointment setting out the key terms and conditions relative to the appointment.

[SUB SUB HEADING]Director Protection Deeds

The Constitution provides indemnities to each Director.

Each Director is entitled to a Director Protection Deed which shall include provisions relating to:

  • access to Board papers
  • confidentiality
  • indemnity by MEGT and
  • the provision of Directors & Officers Insurance.

[SUB SUB HEADING]Responsibilities of the Chief Executive Officer (CEO)

The CEO is responsible for the day-to-day management of MEGT with all powers, discretions and delegations authorised, from time to time, by the Board.

The CEO is to have a formal Employment Agreement describing his/her term of office, duties, rights and responsibilities and entitlements on termination.

At each meeting where the Board approves the half-year and full-year financial statements, the CEO must provide the Board with a written declaration which includes a declaration whether, in the CEO’s opinion:

  • the financial records of MEGT for the reporting period have been properly maintained in accordance with section 286 of the Corporations Act
  • the financial statements and the notes referred to in paragraph 295(3)(b) of the Corporations Act, for the reporting period comply with the accounting standards
  • the financial statements and notes for the reporting period give a true and fair view
  • MEGT’s financial reports present a true and fair view, in all material respects, of MEGT’s financial condition and operational results and are in accordance with relevant accounting standards
  • declaration d. is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and
  • MEGT’s risk management and internal compliance and control system is operating effectively in all material respects.

[SUB SUB HEADING]MEGT Code of Conduct

The Board has adopted, and from time to time amends the MEGT Code of Conduct. This is a formal Code of Conduct to be observed by all Directors, employees, consultants and any other person when they represent MEGT.

The MEGT Code of conduct governs the commercial operations of MEGT and deals with compliance in the following areas of conduct.

  • compliance with laws and regulations
  • unacceptable payments
  • proper accounting
  • dealing with auditors
  • conflicts of interest
  • political contributions.

[SUB SUB HEADING]External auditor

The external auditor must attend the Annual General Meeting of MEGT and must be available to answer questions about:

  • the conduct of the audit
  • the preparations and content of the Auditor’s Report
  • the accounting policies adopted by MEGT in relation to the preparation of the financial statements and
  • the independence of the external auditor in relation to the conduct of the audit.

[SUB SUB HEADING]Review

At least once each year, the Directors will:

  • review this Charter and approve any required amendments and
  • review the Board’s and Directors performance during the previous 12 months.

[SUB SUB HEADING]Corporate governance website

As part of an effective communication strategy, MEGT will maintain and keep current its corporate governance website.

Governance Committee charter

[SUB SUB HEADING]Constitution
The Governance Committee has been established by resolution of the Board.

[SUB SUB HEADING]Membership

The Committee will normally comprise three independent Directors.

[SUB SUB HEADING]Chairman

The Chairman of the Board will nominate the Chair of the Committee.

[SUB SUB HEADING]Quorum

A quorum shall consist of two members.

[SUB SUB HEADING]Duties

The Governance Committee makes recommendations to the Board, and is responsible for:

  • Board appointments and performance
  • Directors’ Induction Program
  • Committee membership
  • executive management succession planning, appointments and terminations
  • remuneration policies for Non-Executive Directors
  • Remuneration Policies for the Chief Executive Officer and executive management
  • Bonus and Share Surplus Policies
  • Human Resources Policies.

The Governance Committee is responsible for assisting the Board in fulfilling its responsibilities in respect to establishing appropriate remuneration levels and policies including incentive policies for Directors and senior management.

In doing so the Committee will obtain the best possible advice in establishing salary levels, set policies for senior executives, and review CEO’s recommendations relating to merit increases for direct reports.

Additionally the Committee will propose for full Board approval a report containing the terms and conditions of employment for the CEO and an annual review of the CEO’s performance including goal-setting for the coming year.

[SUB SUB HEADING]Meeting frequency

The Committee will meet at least twice a year to enable it to undertake its role effectively.

[SUB SUB HEADING]Reporting

The minutes of the Committee meetings will be tabled at the Board meeting following the Committee meeting together with any recommendations.

Finance, Audit and Risk Management (FARM) Committee charter

[SUB SUB HEADING] Constitution

The Finance, Audit and Risk Management Committee has been established by resolution of the Board.

[SUB SUB HEADING] Membership

The Committee will consist of not less than three Board members. Members will be appointed by the Board.

[SUB SUB HEADING] Chairman

The full Board will nominate the Chairman of the Committee.

[SUB SUB HEADING] Other Attendees

The Executive Director/CEO and CFO as well as other members of senior management may be invited to be present for all or part of the meetings. Representatives of the external auditor are invited to attend each meeting of the Finance, Audit and Risk Management Committee where relevant.

[SUB SUB HEADING] Quorum

The quorum will be two members.

[SUB SUB HEADING] Meetings

Meetings will be held not less than two times per year to enable the committee to effectively undertake its role.

[SUB SUB HEADING] Authority

The Finance, Audit and Risk Management Committee is authorised by the Board to investigate any activity within its charter.

The Finance, Audit and Risk Management Committee will have access to management and external auditors with or without management present and has the right to seek explanations and additional information. It is authorised to seek any information it requires from any employees and all employees are directed to cooperate with any request made by the Finance, Audit and Risk Management Committee.

The Finance, Audit and Risk Management Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Finance, Audit and Risk Management Committee is required to make recommendations to the Board on all matters within the Finance, Audit and Risk Management Committee’s Charter.

[SUB SUB HEADING] Reporting procedures

The Finance, Audit and Risk Management Committee will keep minutes of its meetings.

The minutes are to be tabled at the Board meeting following the Finance, Audit and Risk Management Committee meeting along with any recommendations of the Committee.

[SUB SUB HEADING] Responsibilities of the Finance, Audit and Risk Management Committee

The Finance and Risk Management Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external auditors and overseeing risk. In particular:

  • to review the audited annual and half-yearly financial statements and accompanying reports before submission to the Board, recommending their approval
  • to recommend to the Board the appointment of the external auditor
  • to review the appointment of the external auditor, the auditors independence, audit fee and any questions of resignation or dismissal
  • to evaluate the adequacy and effectiveness of the Company’s administrative, operating and accounting policies through active communication with operating management and the external auditors
  • to monitor business performance and the implementation of strategy and policies ensuring appropriate
  • resources are available to the task
  • to oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing risk throughout the company
  • to review at least annually the Company’s risk management systems to ensure the exposure to the various categories of risk are minimised prior to endorsement by the Board
  • to ensure a safe working culture is sustained in the workforce
  • to monitor compliance with all operational legal and regulatory obligations.

Policies

[LINK TO ALL DOCUMENTS HERE] http://www.megt.com.au/AboutUs/Governance/Pages/Policies.aspx

Constitution

MEGT Enterprise Agreement 2012 – 2015

Code of Conduct

Anti-Bullying Policy & Procedure

Equal Employment Opportunity & Diversity Policy

IT & Telecommunications Policy

Motor Vehicle Policy

Privacy Policy

Whistleblower Policy

Work, Health & Safety Policy

Fair Work Information Statement

MEGT Development
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