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| Corporate Governance Statement |
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This statement outlines the main Corporate Governance practices that are in place at Rattoon Holdings Limited.
1. Board of Directors
Rattoon Holdings Limited acknowledges that the Corporations Law clearly establishes that the Board is ultimately responsible for all matters relating to the running of Rattoon.
In general, the Board is responsible for and has the authority to determine all matters relating to the policies, practices, management and operations of the Company. The Board has the ultimate responsibility for the objectives and successful operations of the Company.
2. Statement Of Compliance Philosophy
Rattoon Holdings Limited is a company of integrity and therefore will not breach the law or proper ethical standards. Accordingly, it is part of the philosophy of this company that it will at all times comply with the law (or particular laws) and will demonstrate ethical behaviour. We believe that ensuring everyone in our company complies with the law is simply a part of good management.
3. Composition of the Board
Since good governance principles require independence, transparency and flexibility, the Board acknowledges the importance of board structure and, as a consequence, the Board seeks to use the following provisions as guidance when implementing an effective governance structure in the Company.
In accordance with the Constitution, the Board will comprise between four and eight individual Directors. Generally, this will be a number of four (4) including the Chairman.
The Board shall contain a relevant blend of expertise in
- Accounting;
- Finance;
- Business; and,
- Legal skills
Directors are appointed under the terms contained in the Constitution.
Subject to the number of Directors allowed under the Constitution, a Director may be appointed by an ordinary resolution of the Company in a general meeting while the Board may appoint at any time additional Directors. Such Directors shall only hold office until the next annual general meeting of the Company.
As contained in the Company's Constitution, the length of appointment for a Director is three years. To ensure a gradual and controlled movement of Directors, the longest-serving third of all Directors are expected to retire at each annual meeting, but shall be eligible for re-election. However, in the interest of ensuring continual supply of new talent to the Board, Directors are only expected to serve for a maximum of three terms. The exception to this policy is a Chairman who is eligible to serve an additional term in that role.
4. Conflict of Interest and Related Party Transactions
Directors must:
- Disclose to the Board actual or potential conflicts of interest which may exist or might reasonably be thought to exist between the interests of the Director or the Director's personnel interests and the interests of any other related parties in carrying out the activities of the Company; and
- At the request of the Board within seven days or such further period as may be allowed, take such steps as are necessary and reasonable to remove any conflict of interest referred to above.
If a Director cannot or is unwilling to remove a conflict of interest as required, then the Director must absent herself or himself from the room when discussing matters about which the conflict relates.
5. Audit Committee
The Audit Committee is responsible for overseeing and appraising the quality of the external audit and the internal control procedures.
The Audit Committee will comprise at least one Independent Director who will chair the meetings. The Audit Committee will not contain any Executive Directors.
The Committee will meet independently of all employees of the Company with the external auditors at least once a year. Full details are provided in the committee's terms of reference.
6. Remuneration Committee
The Remuneration Committee will:
- Set policies for senior officers' remuneration;
- Set policies for Directors' remuneration; and,
- Make specific recommendations to the Board on remuneration of Directors and senior officers;
The Remuneration Committee will comprise at least one Independent Director. It will not contain any Executive Directors. It will meet annually.
7. Compliance Committee
The Compliance Committee will be responsible for:
Setting, reviewing and ratifying corporate compliance policies;
- Overseeing the implementation of a corporate compliance system.
- Referring to the Board, if necessary, any substantial or unusual decisions regarding compliance; and
- Reviewing the declaration from the Company Secretary on compliance and certifying that the Company is complying with its legal obligations.
The Compliance Committee will comprise at least one Independent Director. Additionally, the Company Secretary will be a member of the Committee. Any other Director is able to attend any meeting of the Compliance Committee.
8. Legal Compliance
The Compliance Committee is charged with implementing appropriate compliance systems within the organisation. In particular, the Company Secretary will oversee the Company's compliance system. The Company Secretary will work in conjunction with relevant parties to ensure all areas of compliance are covered within the Company.
9. Directors Remuneration
By serving on the board of a limited company, the directors of a corporation assume a significant responsibility. The company offers its non-employee directors a highly competitive compensation package, which includes a retainer, meeting fees, liability insurance, business travel accident insurance, and a restricted stock plan. The package will be recommended each year by the remuneration committee, for adoption by the board.
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