Corporate Governance

The Board and management of Elders Limited is committed to meeting the highest standards of corporate governance, business integrity and professionalism with due regard to the interests of all stakeholders.  

Elders has adopted the principles and recommendations established by the ASX Corporate Governance Council in its “Principles of Good Corporate Governance and Best Practice Recommendations”.  Elders’ governance practices are outlined in our Corporate Governance Statement which forms part of the 2009 Annual Report and a Comparison of the Company’s governance practices with those set down in the ASX Corporate Governance Council’s Best Practice Recommendations can be accessed here.

The Board reviews and updates its governance policies and practices on a regular basis and monitors developments in the governance area to ensure that its policies and practices reflect best practice.

Key elements of the Elders governance framework are set out in the following pages.

Code of Conduct

Our Code of Conduct sets out the standard of conduct expected from each director, manager and employee within Elders. The Code of Conduct reflects the values of the Company and the commitment from our people to do what is right.

Board Charter

The Elders Board charter sets out the functions and responsibilities of the Board, along with certain matters relevant to the operation of the Board.

Constitution

The Elders Constitution outlines the rules and principles for governing our Company. The Constitution was adopted by shareholders on 24 October 2006 and amended at the 2009 AGM on 18 December 2009..

Board Committees

The Board has constituted the following Committees to assist it in the oversight of specific governance issues:
Nomination & Prudential Committee
Audit and Compliance Committee
Remuneration Committee
Occupational Health and Safety Committee
Group Risk Committee

Share Trading Policy

The Company has adopted a share trading policy which sets out restrictions in dealing in the Company’s securities by directors, senior management and other employees and contractors with access to unpublished price sensitive information.

Communication with the Market & Shareholders

Elders is committed to managing disclosure of its affairs to ensure there is a fair and informed market for its securities at all times, and to communicate effectively with its shareholders and encourage participation at general meetings. To access a copy of the Policy click here.
 

Risk Management

The Board has adopted a Risk Management Policy that establishes a framework to assist the Company in achieving its risk management objectives – to ensure the Group’s assets are protected against financial loss, business risks are identified and properly managed and legal and regulatory obligations are satisfied.  The Group’s prudentially regulated entities, Elders Rural Bank Limited and Elders Insurance Limited have each adopted risk management policies that specifically address the risks and risk management issues faced by those entities.

Director Independence Policy

The Company’s Board Charter prescribes that the majority of members of the Board must comprise independent directors. In determining whether or not a director is to be considered independent, the Board will have regard to the criteria set down in the Independence Policy.

Board Performance Assessment

Performance evaluation is part of the Board review process. The reviews provide important feedback to the Board, Board Committees and individual directors on their performance and identify areas requiring improvement.

Prudential Criteria

As a consequence of the Company having substantial assets allocated to financial service activities, the Company has elected to formulate and comply with prudential standards (“Prudential Criteria”) which reflect the prudential standards established by the Australian Prudential Regulatory Authority (APRA) for regulating financial service businesses.

Fraud Control & Reporting of Unacceptable Conduct Policy

Elders is committed to ensuring that all group companies, directors, officers, employees, contractors and advisors discharge their duties, responsibilities and contractual obligations honestly and In accordance with all applicable laws and regulations and under the Company’s standards of conduct. The Company has in place a Fraud Control and Reporting of Unacceptable Conduct Policy to encourage the reporting of unacceptable conduct.

Equal Opportunity Policy

Elders Limited and associated companies (“Elders”) are committed to providing all employees and potential employees with fair access to employment-related opportunities.  Decisions regarding recruitment, promotion, transfers and development are based on merit.  All employees will be treated appropriately according to their skills, qualifications, competencies and potential. The Elders Equal Opportunity Policy (EOP) aims to ensure that no person or group of people will be treated less favourably than another on grounds such as race, age, gender, sexual preference, marital status, pregnancy, political opinion, religion, parental status or physical impairment or any other factor not relevant to the work position.

Under the EOP all employees are encouraged to identify and help remove practices, attitudes and traditions that lead to discrimination or harassment in the workplace.

Occupational Health, Safety Policy

Elders is committed to providing a safe and healthy environment for its employees, contractors and clients.   The Company’s key Occupational Health and Safety and Environment (OHS) objectives, as set out in the Company’s OHS Policy, are to identify the hazards associated with the Company’s workplace and work practices, then to assess and control the associated risks to any person who may be affected by the Company’s operations.

Non-Audit Services Policy

As a general rule, the Company does not utilise external auditors for internal audit purposes or consulting matters, other than services which are in the nature of audit. The Company’s Non-Audit Services Policy sets out rules in relation to engagement of the external auditor to perform non-audit services.  

Director Induction & On-going Education

In accordance with the Company’s Board Charter new directors are given a detailed briefing by the Chairman and/or his nominee(s) on key board issues and provided with appropriate background documentation. Issues addressed in the induction include:

• the Company’s financial, strategic, operational and risk management position;
• directors’ rights, duties and responsibilities; and
• the role of the Board and the Board committees.

In addition to meeting with key executives the Group’s businesses directors are encouraged to visit company operations. At least one board meeting each year is held in conjunction with a visit to the Group’s operations.

All the documents listed in the text above can be viewed from the links below.

Risk Management Policy - 25-Sep-2009
Comparison of Corporate Governance Practices with ASX Guidelines - 16-Nov-2009
Nomination & Prudential Committee - 22-Sep-2008
Audit Committee - 22-Sep-2008
Share Trading Policy - 22-Sep-2008
Communications with the Market & Shareholders - 22-Sep-2008
Board Charter - 22-Sep-2008
Corporate Governance Statement - 22-Sep-2008
Code of Conduct - 22-Sep-2008
Non-Audit Services Policy - 22-Sep-2008
Constitution - 18-Dec-2009
Remuneration Committee - 22-Sep-2008
Occupational Health, Safety & Environment Committee - 22-Sep-2008
Director Independence Policy - 22-Sep-2008
Board Performance Assessment - 22-Sep-2008
Prudential Criteria - 22-Sep-2008
Fraud Control & Whistleblowers Policy - 22-Sep-2008
Equal Opportunity Policy - 22-Sep-2008
Occupational Health, Safety Policy - 22-Sep-2008
Non-Audit Services Policy - 22-Sep-2008
Director Induction & On-going Education - 22-Sep-2008
Risk Management - 22-Sep-2008