A strategic investor
Tag Pacific Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance, consistent with the size and nature of the company.
This Statement outlines the company’s main corporate governance practices.
A description of the company’s main corporate governance practices is set out below.
Board responsibilities and objectives
The directors acknowledge the board’s objective is to increase shareholder value within an appropriate framework that ensures the company’s affairs are properly managed and controlled and sets the strategic business direction to be followed.
- establishment and maintenance of appropriate governance structures;
- the review and oversight of the company’s strategic plan, setting goals and long term objectives with a view to maximising shareholder value;
- adopting an annual budget and reviewing financial performance;
- establishment of the control environment to provide for meaningful and timely information;
- providing the basis for the review of the performance of the board and its members and the senior management and their remuneration;
- the provision of a communication capability and the relevant procedures with all stakeholders in accordance with the continuous disclosure provisions and to comply with the relevant legal requirements;
- reviewing and ratifying systems of risk management;
- establishing a basis for approvals of capital expenditure, acquisitions and divestment;
- setting the highest standard for ethical and corporate behaviour.
With the exception of the matters reserved for the board, all other powers are delegated to management.
Board composition
The board of directors of Tag Pacific Limited comprises the Chairman (executive) Peter Wise, and five non-executive directors being Gary Cohen, Robert Constable, Robert Moran, Richard Peterson and Gary Weiss.
Experience relevant to the position of each director in office at the date of this report can be found on this website.
Peter Wise is not considered to be an ‘independent’ director in terms of the ASX Recommendations because interests associated with him are ‘substantial shareholders’ of the company and his appointment as director of the company is reflective of the underlying capital structure of the company. In addition, Peter Wise is remunerated in an executive capacity by the company.
Gary Cohen and Robert Moran are not considered ‘independent’ directors in terms of the ASX Recommendations because interests associated with them are ‘substantial shareholders’ of the company and their appointment as directors of the company is reflective of the underlying capital structure of the company.
Robert Constable, Richard Peterson and Gary Weiss are considered ‘independent’ in terms of the ASX Recommendations.
Notwithstanding the nature of the board composition, the board maintains strict protocols to ensure that any potential or actual conflicts of interest and duty are property identified and managed, and to ensure directors act in accordance with their fiduciary responsibilities.
The criteria for board membership and the selection of appropriate members of the board are determined by the board itself. Election and rotation of directors is governed by the company’s constitution. Shareholder approval is sought where appropriate. In determining the appointment and retirement of non-executive directors, a cross section of skills and experience is sought.
Directors have the right to seek independent professional advice if required in the furtherance of their duties. Any such advice may be at the company’s expense, subject to prior approval of the board.
The remuneration and terms and conditions of employment for the Chairman (executive) and senior executives is reviewed and approved by the Remuneration Committee which seeks independent professional advice where appropriate. The Remuneration Committee sets and monitors employment terms and conditions. The Remuneration Committee comprises Robert Constable and Gary Cohen. Remuneration for non-executive directors is determined by the full board and is subject to shareholder approval.
The company’s constitution specifies that:> one third of the directors (with the exception of new appointees who must retire under a different rule); and
> any director, who would have held office for more than 3 years at a time of the annual general meeting,
must retire from office at that general meeting but may stand for re-election.
Audit Committee
The Audit Committee comprises Robert Constable and Gary Cohen. Peter Wise attends by invitation.
The Audit Committee operates under a Charter which is reviewed annually by the board.
- review policies and procedures to ensure areas of risk have been identified and that appropriate processes are in place for their management;
- oversee the existence and maintenance of internal controls and accounting systems;
- oversee the financial reporting process;
- nominate external auditors; and
- review the existing external audit arrangements.
Risk assessment and management
Management of risk is an essential element of the company’s strategy. The Audit Committee has the responsibility of ensuring that the policy framework and control mechanisms are in place to identify, assess and control material risks across the Tag Group, including reporting to the board on the risk management issues.
Code of conduct
As part of the board’s commitment to the highest standard of conduct, the company has established protocols to deal with various issues including:
> conflicts of interest;
>
employment practices;
>
fair trading;
>
health and safety; and
>
relations with customers and suppliers.
The company’s policy regarding directors and employees trading in its securities is set by the board. The policy restricts directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security’s prices.
Continuous disclosure
The company secretary has been nominated as the person responsible for communication with the Australian Securities Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirement in the ASX listing rules and overseeing and co-ordinating information disclosure to the ASX and the public.
All information disclosed to the ASX is available by a link on the company’s website.
The company aims to keep shareholders informed of its performance and all major developments in an ongoing manner. Information is communicated to shareholders through:
> the annual report which is distributed to all shareholders;
>
the half annual report which is distributed to all shareholders in an abbreviated form; and
>
other correspondence regarding matters impacting on shareholders as required.
The engagement partner of the company’s external auditor (PKF) attends the company’s Annual General Meeting and is available to answer questions from shareholders about the external audit.
New Zealand Stock Exchange Corporate Governance
Fully paid ordinary shares issued by Tag Pacific Limited are quoted on the Australian Securities Exchange (under the code TAG) and on the New Zealand Stock Exchange (under the code TPC). The corporate governance rules and principles of the Australian Securities Exchange may materially differ from the New Zealand Stock Exchange’s corporate governance rules and the principles of the New Zealand Corporate Governance Best Practice Code. Further information about the corporate governance and principles of the Australian Securities Exchange may be found on the Australian Securities Exchange website (www.asx.com.au).
