The Board of Directors of Almondco Australia Ltd is responsible for the corporate governance of the consolidated group. The Board guides and monitors the business and affairs of Almondco Australia Ltd on behalf of the members to whom they are accountable.
To ensure the Board is well equipped to discharge its responsibilities it has established corporate governance guidelines for the operation of the Board.
Trading in Company Shares
The Directors have a policy of only recognising transfers of Company shares involving Directors or Director related companies in the three months following each Annual General Meeting.
Composition of the Board
The composition of the Board is determined in accordance with the following principles and guidelines:
The Board shall constitute not less than three (3) nor more than seven (7) Directors, all being natural persons.
Four (4) Directors shall be elected by the members at an annual general meeting and will themselves be members throughout their term; such term expiring at the conclusion of the second annual general meeting of the Company after the annual general meeting at which the Directors were elected. Retiring Directors are eligible for re-election.
Two (2) of the four (4) elected Directors need not be members.
The Board may after each annual general meeting appoint as Directors up to three (3) other persons, the first two (2) of whom shall not be members of the Company. Such appointed Directors shall hold office until the conclusion of the next annual general meeting of the Company and shall be eligible for reappointment.
The Board may from time to time appoint a Managing Director or General Manager of the Company for a fixed term not exceeding five (5) years or without reference to a fixed period, such Managing Director or General Manager being subject to the control of the Directors.
The Board has the power to appoint any other qualified person as a Director to fill a casual vacancy or as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number. Any Director so appointed shall hold office only until the conclusion of the next annual general meeting of the Company and shall be eligible for re-election.
the Chairman should be an appointed non executive Director.
Board Responsibilities
As the Board acts on behalf of and is accountable to the members, the Board seeks to identify the expectations of the members, as well as other interested parties. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.
The responsibility for the operation and administration of the group is delegated by the Board to the Managing Director or General Manager and the executive team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director or General Manager and the executive team.
The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board.
This is achieved by:
development and adoption of strategic aims;
constantly reviewing the future direction of the Company;
implementation of operating plans and budgets by management and monitoring by the Board of progress against budget;
supervision and direction of management;
monitoring of performance indicators against plans and prior year performance;
monitoring of world almond prices, world production estimates and exchange rates;
monitoring production processes to minimise costs;
approval of capital expenditure programs;
procedures to allow the Directors, whilst performing their duties, to seek independent professional advice;
establishment of the remuneration package of the Managing Director or General Manager and review of executive remuneration packages with the help of the Remuneration Committee;
the review and approval of business acquisitions and disposals, mergers, joint ventures and the acquisition and disposal of strategic assets.
Audit Committee
The Board is responsible for the Company’s accounting policies and practices, internal controls and financial reporting requirements. However the Board has established an Audit Committee to assist in fulfilling these obligations. The Audit Committee reports to and operates in accordance with guidelines established by the Board. The Audit Committee’s responsibilities include:
evaluate the adequacy and effectiveness of the Company’s administrative and accounting policies through active communication with management and the external auditors;
reviewing the financial statements to ensure accuracy and adequacy of disclosure and compliance with statutory requirements prior to their release to the members and the public;
reviewing and monitoring the effectiveness, efficiency and compliance with internal controls;
evaluate the adequacy of the Company’s accounting control system by reviewing written reports from external auditors and monitor managements responses and actions to correct any deficiencies;
review and approve all significant accounting policy changes;
the safeguarding of Company assets;
the reliability of non financial information;
nomination of the external auditor and reviewing the scope and adequacy of the annual statutory external audit;
evaluate the overall effectiveness of the external statutory audit through regular meetings with the external auditors;
evaluation of insurance cover by discussion with or review of brokers reports.
Remuneration Committee
The Board is responsible for the Company’s remuneration policy and compliance with environmental and health welfare & safety issues. However the Board has established a Remuneration Committee that reports to and operates in accordance with guidelines established by the Board. The Remuneration Committee’s responsibilities include:
to determine and monitor the application of the remuneration policy that best suits the achievement of the objectives of the Company;
evaluate the adequacy of the Company’s levels of remuneration by monitoring the remuneration packages that are available both nationally and in the local area;
annually review the management recommendations for the remuneration packages of all employees;
review management proposals for individual employee remuneration packages where changes in responsibilities are to be made.
Occupational Health and Safety Committee
The Company has an Occupational Health and Safety Committee which meets bi-monthly and consists of staff from all levels of the organisation. This committee has responsibility for overseeing all O H & S requirements including:
Reviews and actions O H & S issues which are raised.
Review and action changes to O H & S legislation.
Monitors first aid dispensary.
Conducts regular hazard audits.
Monitoring of the Board's Performance and Communication to Members
The Board aims to ensure that the members and growers, on behalf of whom they act, are informed of all information necessary to assess the performance of the Directors. Information is communicated through;
the annual report which is distributed to all members; the annual general meeting of the Company; annual member/grower regional dinner meetings; individual meetings with members; regular grower newsletters, and
regional meetings of member/growers on an ad hoc basis.
