Corporate Governance

Introduction

WestSide’s Board recognises the importance of good corporate governance and of establishing the accountability of the Board and management. The Board advocates following the ASX Principles of Good Corporate Governance and Best Practice Recommendations. The Directors are however, realistic in acknowledging the size and nature of the Company and have adapted, where they deem applicable, the ASX best practice standards.

The corporate governance policies and practices adopted by WestSide are summarised below and are centred on the Board, Board committees and the principles that govern their interaction with, and oversight of, Management.
 

The Board of Directors – Role of the Board

WestSide’s Board is responsible for the overall operation, stewardship and corporate governance of the Company. In particular the Board is responsibile  for the direction, strategies and financial objectives of the Company and monitoring the implementation of those policies, strategies and financial objectives. 

The Board recognises the need for the highest standards of behaviour and accountability. The Board of WestSide has final responsibility for the management of the Company’s business and affairs. This responsibility is addressed by the Board through overseeing:

• the Company’s systems of internal control and accountability and the systems for monitoring compliance;
• the identification and management of significant business risks;
• monitoring WestSide’s financial performance, including adopting annual budgets and approving
  WestSide’s financial statements;
• approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestments;
• input into and approval of WestSide’s goals and strategic direction;
• reviewing and ratifying the Company’s risk management system, internal compliance and control systems, codes of conduct and legal compliance;
• selecting and (where appropriate) removing the Managing Director and/or Chief Executive Officer (or equivalent) and reviewing the performance of senior management; and
• ratifying the appointment and (where appropriate) removal of each of the Chief Financial Officer and the Company Secretary.

The Board has adopted a written charter that identifies the functions reserved to the Board. Day-to-day management of the operations of WestSide vests in the CEO who, together with the executive team is accountable to the Board.

The Board Charter can be downloaded via this link.
 

Composition of the Board

The Board is currently comprised of six Directors, of whom:

• one, Angus Karoll, holds his position in an executive capacity;
• five hold their positions in a non-executive capacity; and
• two, John Clarke and Tony Gall, are considered to be independent.

The Board’s composition is subject to review in the following ways:

• The Company’s Constitution provides that at every Annual General Meeting, one third of the Directors (excluding the Managing Director) are to retire from office. Each retiring Director under the Constitution is eligible for re-election.
• The Company’s Constitution provides that at every Annual General Meeting, one third of the Directors (excluding the Managing Director) are to retire from office. Each retiring Director under the Constitution is eligible for re-election.
• Each retiring Director’s performance is reviewed by the Board to consider whether the Board should support the re-nomination of that Director.
• The composition of the Board is reviewed regularly by the Board to ensure that it has available an appropriate mix of skills and experience to ensure the interests of shareholders are served.
   

Independence

The Board has adopted the independence definition suggested by the ASX Corporate Governance Council in its publication entitled “Principles of Good Corporate Governance and Best Practice Recommendations”. Under the terms of that definition two of the Directors (namely John Clarke and Tony Gall) are considered to be independent.

Directors are required to provide all relevant information in order to enable there to be a regular assessment of the independence of each Director. If a Director ceases to qualify as an independent Director this will be immediately disclosed to the market.

The Board would normally have an independent Chairman. The Chairman is currently not classified as independent. The balance between independent and non-independent Directors provides a number of important benefits, namely:

• it provides WestSide with the benefit of a wider range of experience, qualifications and professional skills;
• it reinforces the separation between WestSide’s executive management and the Board; and
• it promotes an environment that enshrines unfettered and independent judgement.    

The Board (and each individual Director) is entitled to seek independent professional advice at WestSide’s expense (subject to the reasonableness of the costs and Board consent) in the conduct of their duties for WestSide.
 

Board Committees

The Board may establish committees as it deems appropriate to assist it in carrying out its responsibilities. The Board has established two committees, namely the Audit and Compliance Committee and the Remuneration Committee, and has adopted written charters that set out matters relevant to the composition, responsibilities and administration of these committees.

The Audit and Compliance Committee supports the full Board and essentially acts in a review and advisory capacity in matters that require a more intensive review. An overview of WestSide’s Audit and Compliance Committee is set out below.

Under its charter the Audit and Compliance Committee must have at least three members, a majority of whom must be independent Directors and all of whom must be Non-executive Directors. Currently the members of this committee are John Clarke, Tony Gall and Trent Karoll. The main function of the Committee is to provide ongoing assurance in the areas of:

• financial administration and reporting;
• audit control and independence; and
• risk oversight and management, and internal controls.

The primary role of this Committee is to assist the Board in the review and oversight of the integrity of WestSide’s financial reporting and WestSide’s system of compliance with laws and regulations, internal compliance guidelines, policies, procedures and control systems and prescribed internal standards of behaviour.

This Committee is charged with making recommendations on the appointment of the Company’s external auditors and for reviewing their effectiveness. In carrying out this activity the Committee is guided by the following principles:

• The external auditor must be a registered company auditor and be a member of an accredited professional body.
• The audit partner and any team member must not be a Director or officer charged with the governance of WestSide, or have a business relationship with the Company or any officer of the Company.
• The audit team shall not include a person who has been a former officer of the Company during that year.
• The external auditors must have actual and perceived independence from WestSide and shall confirm their independence to the Board.
• The work is to be undertaken by people with an appropriate level of seniority, skill and knowledge.
• The external auditors are not to provide non-audit services under which they assume the role of management, become an advocate for the Company or audit their own work.

The Board requires that the audit partner and the independent review partner rotate at least every five years. It is a requirement that there be a three year “cooling off” period before such personnel be reappointed to the WestSide audit team.

The Remuneration Committee supports and advises the Board on remuneration and remunerations related matters with a view to aligning the interests of employees  and shareholders. 

Recommendations will be guided by the principle that employees should be appropriately and equitably compensated for their services and motivated to perform to the best of their abilities in the interest of shareholders.

The Remuneration Committee is comprised solely of non-executive Directors, with no fewer than three members, appointed by the Board. The majority of the Committee, and its Chairman, are independent.

The Remuneration Committee has the authority to approve parameters used in determining salary scales and aggregate annual movements for all employees (excluding the Chief Executive Officer and Executive Management Team). The Remuneration Committee will meet as required at least twice each year to review and make recommendations for the annual salary reviews. The Committee will invite the Chief Executive Officer to participate in meetings and other executives as required.

No member of the Board will act to fix his or her own compensation except for uniform compensation to Directors for their services. Executives will not participate in that portion of the meeting at which their own remuneration or its structure is under discussion.

The Remuneration Committee Charter will be approved by the full Board. The Remuneration Committee will review the Charter every two years to maintain its relevance and the effectiveness of the Remuneration Committee and make recommendations of any amendments to the Board. 

 

Risk Management

WestSide acknowledges that risk is inherent in all business activities and the adoption of a strategic and formal approach to risk management will improve decision-making, enhance outcomes and accountability, and ultimately protect shareholder wealth.

Risk management processes are directed towards the effective management of potential opportunities and adverse effects within WestSide's operating environment.

The objective of this policy is to manage risk to maximise opportunities and minimise adverse impact. Effective risk management requires:

• A strategic focus;
• Forward thinking and active approaches to management;
• Balance between the cost of managing risk and the anticipated benefits; and
• Contingency planning in the event that material threats are realised.

Risk management also provides a system for the setting of priorities when there are competing demands on limited resources.

WestSide's Risk Management Policy document can be downloaded via this link.

 

Ethical Standards – Code of Conduct

The Board recognises the need to observe the highest standards of corporate practice and business conduct. Accordingly, the Board has adopted a formal code of conduct to be followed by all employees and officers. The key aspects of this code are to:

• act with honesty, integrity and fairness; and
• act in accordance with the law.

Areas addressed specifically by the Code of Conduct include: conflicts of interest; disclosure of interests: confidentiality of information; and compliance with the law and the Code of Conduct.

The Code of Conduct document can be downloaded via this  this link.

 

Dealing in Shares

WestSide has adopted a written policy with respect to the dealing in Shares by Directors and specified executives of the Company.The policy reinforces the Corporations Act prohibitions on insider trading and use of non-public price sensitive information. Under the terms of the policy Directors, key management personnel and employees must refrain from dealing in Company securities:

• At any time that the person is in possession of any inside information relating to those securities;
• Between 30 June and the day after the Company’s full year results are released;
• Between 31 December and the day after the release of the Company’s interim (half year) results;
• Between the end of a quarter for which a quarterly report is required to be prepared and the day following release of the quarterly report; and
• At any other time that the Board may declare a closed period from time to time.

The full policy has been lodged with the ASX and can be downloaded via this link.

 

Information Disclosure and Shareholder Communication

The Board’s aim is to ensure that WestSide’s Shareholders are provided with sufficient information to assess the performance of the Company and that they are informed of all major developments that impact upon the Company. To this end WestSide has in place a Continuous Disclosure Policy with respect to its continuous disclosure obligations and procedures, whereby:

• In addition to the Annual Report, which will be distributed to Shareholders, WestSide will use its website to communicate with its Shareholders. WestSide’s website will provide electronic access to current and previous year's annual and financial reports, all ASX releases, share price information, press releases, and notification of Annual General Meetings and upcoming events; and
• Shareholders may direct questions to the Company’s Board and its external auditors at the Company’s Annual General Meeting.