The Company adopted the following governance strategies, policies and procedures to ensure it complies with the law, including the Corporations Act 2001 and the NSX Listing Rules.
Board Governance Framework
The Board Governance Framework identifies and documents the roles and obligations of directors. The framework promotes ethical, considered and independent judgment of the matters before the Board, set out as a code of conduct. It highlights the statutory obligations on directors generally, and also sets out the expectations for directors in terms of time dedicated to Company affairs.
Monthly secretary reports
The Company Secretary reports to the Board each month about the various compliance obligations, and notes any outstanding matters. The Company Secretary manages all NSX and ASIC reporting requirements, and monitors compliance with the franchise agreement and Company constitution.
The Compliance calendar defines and lists the Company’s compliance requirements, and is reviewed by the Audit and Governance Committee annually. The Secretary reports individual items to the Board each month.
Share trading policy
Directors and Officers cannot trade in the Company’s shares except during two periods after disclosing the Company’s accounts, and provided they do not possess ‘inside information’.
The Company executive consists of our Directors, Company Secretary, Treasurer and Senior Manager. Directors are also involved in many practical roles, such as marketing and risk management.
The Board Governance Framework lists responsibilities that remain with the Board and those delegated to committees or officers, which are listed in the delegations register. This register identifies the officer with delegated authority and any limits that apply to that authority.
Board performance review
The Board Governance Framework identifies the processes for reviewing the Board’s and other officers’ performance:
- The Audit and Governance Committee reviews the Board when directed by the Chairman. An external body may conduct this review.
- The Chairman and the chair of the Audit and Governance Committee review the performance of the committees annually.
- The Chairman reviews each director’s performance annually.
Role of the Chairman
The Chairman is responsible for a range of roles that deal with leading the Board and the Company. The Chairman’s principal role is to facilitate effective discussion and decision making at Board meetings. The Chairman must be an independent non-executive director.
Role of the Treasurer
The Treasurer is responsible for ensuring accurate, legally compliant company accounts are maintained.
Role of the Company Secretary
The Company Secretary is responsible for providing high level expertise and advice on the governance structures and procedures adopted by the Company.
Role of the Senior Manager
The Senior Manager is responsible for banking operations. It links the Board to Bendigo Bank and its systems and procedures.
Shareholders elect directors for a maximum of three years, with retirements on a rotating basis. The Chairman canvasses each director’s plans to remain on the Board each year. The Board Governance Framework considers the ongoing succession planning for the Board’s composition. The Board has a skills matrix to identify the various skills and experience of its current members and to identify the skills to be recruited in the future. There is no standing Nominations Committee, but the Board appoints a committee when considering appointing a new director.
All new directors must satisfy a comprehensive due diligence process that meets the requirements of the Company’s and Bendigo Bank’s risk management systems. There is also an induction process for new directors, so they can learn as much about the Company and contribute to the Board’s functions as soon as possible.
The Board does not have a formal diversity policy because of the Company’s small size and the small geographic area it serves. The Board aspires to a greater gender balance, but is mindful that service on the Board is not remunerated on commercial terms and the limitations this creates.
The Company aims to provide timely and relevant information to shareholders throughout the year. The Company releases newsletters (both electronic and hard copy) throughout the year, which are sent directly to shareholders. The Company also writes to shareholders directly about important matters.
The Company discloses information as necessary to comply with the continuous disclosure requirements of the Corporations Act 2001. The disclosures are published on the NSX website at http://www.nsxa.com.au/summary/CSH
The Company has a formal Risk Management Policy and tools to identify and record risks and is monitored by the Audit and Governance Committee.
Bendigo Bank, as the franchisor to the Company provides each branch with an internal audit system for operational and lending risks. It reports the results of these audit visits to the Board and the Senior Manager. The Audit and Governance Committee monitors these reports and reviews any recommended changes.
Conflicts of interest
The Company maintains a Conflicts of Interest register to record each director’s ongoing material personal interests. The Company Secretary manages the register and reports to the Board every three months. Further, every Board and committee meeting has a scheduled item calling for participants to declare any actual or potential conflicts of interests with the scheduled agenda items.
The Company has a policy for managing actual and potential conflicts of interest. Conflicted directors must be absent from discussions on the conflicted issue. The policy also defines the process for obtaining products or services from a director, including ensuring the transaction is on arms-length terms.
The terms of reference for the Community Investment and Marketing Committee prohibit it from considering donations, grants or sponsorship for political or religious purposes, except in limited circumstances (such as fetes or events for the purposes of tolerance and understanding).
Who looks after the share registry?
BoardRoom Pty Limited manage and maintain the shareholders register on the Company’s behalf:
Boardroom Pty Limited
Level 12, 225 George Street
Sydney NSW 2000
How do I buy or sell shares?
You can buy and sell shares listed on the stock exchange through an NSX broker. You can find a list of brokers here. You must have all your share certificates to sell shares.
If a shareholder passes away, the share registry has forms to transfer the shares.
The share registry also has forms for making an off-market transfer.
Can the Company buy my shares back from me?
No, the Company can only buy shares if shareholders approve a defined Share Buy-back Scheme. There is currently a share Buy-back scheme in place. See information below.
Our shares are listed on the NSX. You can access our NSX announcements and the financial reports we must lodge on the NSX website (www.nsx.com.au). Our NSX company code is ‘CSH’.