The Asciano Board of Directors are responsible for ensuring that Asciano has an appropriate corporate governance structure to manage the creation, protection and enhancement of its’ shareholders’ interests. This requires that appropriate accountability and control systems are in place.
Asciano complies with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, 2nd Edition (ASX Principles and Recommendations). Asciano’s corporate governance and Board practices are outlined in its 2011 Annual Report.
The Board adopts a Corporate Governance Statement annually. The Corporate Government Statement was adopted by the Board in August 2011 and was included in the 2011 Annual Report.
Asciano continues to review and update its corporate governance systems. The Board evaluates developments in market practice expectations and regulation and where appropriate, implements relevant proposals to ensure that Asciano continues to demonstrate its commitment to good corporate governance.
The Asciano Board of Directors comprises a majority of independent Non-Executive Directors who, together with the Executive Directors, have extensive commercial experience and bring independence, accountability and judgement to the Board's deliberations to ensure maximum benefit to stakeholders including shareholders, customers, suppliers, employees, regulators and members of the community within which Asciano operates.
The Board's role and responsibilities are set out in the Asciano Board Charter. This charter will be reviewed annually to determine whether any changes are necessary or desirable.
Asciano Board Charter
To assist in carrying out their responsibilities, the
Asciano Board has established the following standing Committees:
Audit and Risk Committe Charter
Nomination and Succession Planning Committee
Sustainability Committee Charter
Remuneration Committee Charter
Committees are responsible for considering detailed issues and making recommendations to the Board. Each Committee has adopted a charter that outlines its responsibilities and is available by clicking on the Committee name.
The Board processes of Asciano are governed by the Constitution of Asciano and by Asciano's various Corporate Governance Policies:
Constitution of Asciano Limited
Independence of Directors Guidelines
Auditor Independence Policy
Performance Evaluation Process
Asciano's Corporate Governance Policies meet the requirements of both the Corporations Act 2001 (Cth) (the Act) and the ASX Listing Rules and comply with the ASX Principles and Recommendations.
Asciano is committed to complying with all applicable laws and regulations, and to conducting business with the highest levels of ethics and integrity. Asciano's values, business practices and the standards to be upheld by all employees are set out in the following Corporate Governance Policies:
Code of Conduct
Whistleblower Policy and Procedures
Fraud and Corruption Policy
Share Trading Policy
Continuous Disclosure Policy
Asciano is committed to creating an inclusive workplace that embraces and promotes diversity. While the amended ASX Principles and Recommendations in relation to diversity do not take effect until the first financial year beginning on or after 1 January 2011 (being the financial year commencing on 1 July 2011 in Asciano’s case), Asciano has a Diversity Plan with realistic measurable objectives for the Board and across the Asciano businesses:
Diversity and Inclusion Policy
Asciano is committed to the delivery of timely and relevant information to its shareholders and to the broader investment community. Shareholders will be provided with access to online annual and half yearly reports with the option of receiving hard copies of these if required. The Asciano website also provides a broad range of information about Asciano and is updated regularly. All Asciano announcements are made available on the website and shareholder and investor events are webcast.
The Board of Directors encourages full participation by shareholders at its Annual General Meeting to ensure accountability and transparency. The external auditor will attend the AGM to answer shareholder queries about the auditor's report.
The following Corporate Governance related material is also available through the Investor Centre: