Adgex is an unlisted public company registered in Australia.
Constitution of ADGEX Limited
Adgex has developed a Corporate Governance Framework with supporting policies and practices in accordance with the Corporate Governance Principles and Recommendations issued by the Australian Securities Exchange Corporate Governance Council (“ASX Governance Principles") in August 2007, updated in June 2010.
Our corporate governance policies and committee charters are listed and downloadable from the bottom of this page.
The Adgex Corporate Governance Framework complies with the ASX Governance Principles.
The Board reviews and updates the Corporate Governance Framework as required and at least annually.
The business and management systems that support the Corporate Governance Framework are regularly reviewed and updated in line with the growth of the business:
Overview of the Adgex Corporate Governance Framework
This framework and supporting policies and procedures are described and discussed in this section. For ease of reference, this section is structured consistently with the ASX Governance Principles.
- Lay Solid Foundations for Management and Oversight
- Structure the Board to Add Value
- Promote Ethical and Responsible Decision Making
- Safeguard Integrity in Financial Reporting
- Make Timely and Balanced Disclosure
- Respect the Rights of Shareholders
- Recognise and Manage Risk
- Remunerate Fairly and Responsibly
1. Lay Solid Foundations for Management and Oversight
Companies should establish and disclose the respective roles and responsibilities of board and management
Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.
The Board is responsible for:
- Providing input into and final approval of corporate strategy and business objectives,
- Monitoring the performance of and implementation of strategy by the Senior Executives,
- Ensuring appropriate resources are available,
- Appointing and removing the Chief Executive Officer (“CEO"),
- Through its Audit Committee, appointing and removing the Chief Financial Officer (“CFO"),
- Ratifying the appointment and removal of Senior Executives,
- Reviewing and ratifying systems of risk management and internal controls, codes of conduct, and legal compliance,
- Approving and monitoring the progress of major capital expenditures, capital management, capital raising and acquisitions and divestitures,
- Approving and monitoring financial and other reporting,
- Defining and monitoring the respective roles of the Board and Senior Executives,
- Remuneration policy covering Directors and Senior Executives,
- Through its Remuneration and Nomination Committee, approving the process for annually evaluating the performance of Senior Executives and disclosing the process in the annual report, and
- At least annually updating and/or affirming the allocation of roles and responsibilities described above.
The CEO and other Senior Executives are responsible for:
- Developing corporate strategy, performance objectives, business plans, budgets etc. for review and approval by the Board,
- Developing appropriate policies and procedures for the management and control of the business,
- The day to day management of the Company's affairs and the implementation of corporate strategy and policy initiatives.
Recommendation 1.2 & 1.3
Companies should disclose the process for evaluating the performance of senior executives and provide the information required in the guide to Principle 1.
Each year the Remuneration and Nomination Committee:
- approves individual milestone objectives for the CEO and Senior Executive Officers for the coming financial year, the milestones being based on our business plan approved by the Board;
- evaluates the performance of the CEO compared to milestone objectives set at the beginning of the year and approves the payment of any bonus and/or the grant and vesting of any options related to the CEO's performance;
- in relation to Senior Executive Officers, reviews recommendations, considers and approves the payment of any bonus and/or the grant and vesting of any options based on performance of milestone objectives for the current financial year.
2. Structure the Board to Add Value
Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties
Board composition and independence:
- The Adgex Board will comprise at least five Directors.
- The Adgex Board will comprise Directors with a broad range of relevant expertise both nationally and internationally.
- All Adgex directors, whether independent or not, should bring independent judgment to bear on board decisions.
A majority of the board should be independent directors.
Our Board of Directors currently consists of five directors, and three are non-executive directors. Details of the skills, experience and expertise of each of our directors are set out in the Statutory Annual Report.
We do not regard the Directors as independent Directors, since they are substantial holders and are key persons of the company.
The chair should be an independent director.
The Chairman of our Board is an independent director.
The roles of the chair and the chief executive officer should not be exercised by the same individual.
The role of Chairman and Chief Executive Officer are exercised by different individuals. Our Corporate Governance Framework requires the Chairman to be a different individual to the Chief Executive Officer.
The board should establish a nomination committee.
The Board carries out the responsibilities of the Remuneration and Nomination Committee collectively. The combined role is considered appropriate for a company of our size. The purpose of our Remuneration and Nomination Committee is:
- monitor the ongoing development of the Board consistent with our growth and development;
- make recommendations for the appointment and removal of Directors to the Board;
- assist the Board evaluate the performance and contribution of individual directors, the Board and Board Committees; and
- assist the Board in establishing remuneration policies and practices that enable us to attract, retain and motivate executives and Directors who will pursue our long-term growth and success.
The appointment of new directors and the re-appointment of existing directors will be based on the Committee's recommendations.
Companies should disclose the process for evaluating the performance of the board, its committees and individual directors
Our Remuneration and Nomination Committee is responsible for overseeing the process for evaluating the performance of the Board, Board Committees and individual Directors. Our Remuneration and Nomination Committee conducts an annual survey of Directors.
A Board performance survey is used to:
- review our current corporate governance practices and identify any requirements that required to be changed;
- review the respective roles of the Board and management;
- review the mix of experience and skills required by the Board;
- assess the performance of the Board as a whole over the previous 12 months
- assess the effectiveness of Board processes; and
- examine ways of assisting the Board in performing its duties more effectively and efficiently.
3. Promote Ethical and Responsible Decision Making
Companies should actively promote ethical and responsible decision-making
Companies should establish a code of conduct and disclose the code or a summary of the code as:
- the practices necessary to maintain confidence in the company's integrity,
- the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders, and
- the responsibility and accountability of individuals for reporting and investigating reporting and investigating reports of unethical practices.
Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.
Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.
The Statutory Annual Report includes relevant disclosures.
Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.
The Statutory Annual Report includes relevant disclosures.
4. Principle 4: Safeguard Integrity in Financial Reporting
Companies should have a structure to independently verify and safeguard the integrity of their financial reporting
The board should establish an audit committee.
The audit committee should be structured so that it:
- consists only of non-executive directors,
- consists of a majority of independent directors,
- is chaired by an independent chair, who is not chair of the board,
- has at least three members,
- The structure of our Audit Committee complies with the above recommendation. Our Audit Committee is responsible for:
- the integrity of the financial reporting process and all other financial information published by the us;
- the integrity of the our financial reporting system, including the management of risk and systems of internal control;
- our internal and external audit process, including appointing the external auditor and overseeing the independence of the external auditor; and
- our process for monitoring compliance with laws and regulations and our own Code of Conduct.
The audit committee should have a formal charter
The Audit Committee Charter provides information on procedures for the selection and appointment of our external auditor. The charter discusses the rotation of the external audit engagement partner.
5. Principle 5: Make Timely and Balanced Disclosure
Companies should promote timely and balanced disclosure of all material matters concerning the company
Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies
The Board carries out the responsibilities of the Disclosure Committee collectively. The combined role is considered appropriate for a company of our size. The Disclosure Committee responsibility is to oversee the implementation of the policies and procedures in relation to communications with ASIC.
6. Principle 6: Respect the Rights of Shareholders
Companies should respect the rights of shareholders and facilitate the effective exercise of those rights
Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy
In addition to our continuous disclosure and statutory reporting requirements, we provide shareholders with news updates of our progress across all areas of the business and utilize our website to disclose useful and relevant information about us.
7. Principle 7: Recognise and Manage Risk
Companies should establish a sound system of risk oversight and management and internal control
Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies
The Audit Committee is responsible to the Board for oversight of material business risks and internal controls.
The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks
The Audit Committee, as part of its oversight in this area, requires management to establish appropriate systems and procedures to manage our material business risks and to report on the effective management of those risks.
The board should disclose whether it has received assurance from the chief executive officer and the chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks
This recommendation is a requirement of our Corporate Governance Framework.
8. Principle 8: Remunerate Fairly and Responsibly
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear
The board should establish a remuneration committee
The Board carries out the responsibilities of the Remuneration and Nomination Committee collectively. The combined role is considered appropriate for a company of our size.
The remuneration committee should be structured so that it:
- consists of a majority of independent directors
- is chaired by an independent chair
- has at least three members
Companies should clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives
As non-executive Directors assess individual and Company performance, their remuneration does not have any variable incentive component. Only the Executive Director and Senior Executive Officer remuneration includes a variable component such as the vesting of options or bonus payments linked to the achievement of performance targets.