Corporate Governance

Embracing Change & Challenges

Companies in Australia have embraced the changes and challenges to corporate governance standards in recent years. GBST is no different and since becoming a publicly listed company in June 2005 the Board has encouraged a meaningful debate on how GBST will work in conjunction with those standards.

Meeting Standards

Each year we comment upon our adherence to the ASX Corporate Governance Principles and Recommendations. Our comments are required to disclose areas where we do not meet those recommendations on an ‘if not, why not’ basis. GBST’s Board has actively reviewed the recommendations and prepared the Corporate Governance Statement to reflect its views on the best structures for GBST.

 

 

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Structure of the Board

The GBST Board of Directors takes the leadership role in monitoring the company’s performance from a financial and strategic viewpoint. The Board consists of the Chairman, Managing Director and four Independent Non-Executive Directors. The Board considers the skills and experience of the Directors are best suited to fulfilling its obligations to employees, customers and shareholders of GBST.

Conduct, Ethics and Values

The Board of Directors are unanimous in their view that complying with their duties is about complying with the spirit of the Corporate Governance Statement and not merely complying with regulations and standards. Each Board member is expected to set high standards when it comes to performing the role of Director.

Trading in Securities & Continuous Disclosure

Strict rules are imposed on GBST requiring it to disclose price sensitive information to the market and the company has implemented strong procedures to control and ensure its continuous disclosure obligations are met. No GBST Director, employee or contractor is permitted to trade while they are in possession of inside information. The GBST Securities Trading Policy and Continuous Disclosure Policy can be found below.

Audit and Risk Committee

The Board has established an Audit and Risk Committee (‘ARC’) to focus on the company’s internal control framework to ensure that the company’s financial performance and reporting is safeguarded from abuses. The ARC consists of four Independent Non-Executive Directors. In addition to the ARC, the Board uses external auditors and requires written confirmation from the CEO and CFO that the financial reports are accurate and are produced with systems and procedures in place that ensure they reflect the company’s financial condition and relevant accounting standards.

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Nominations and Remuneration Committee

GBST’s business is driven by its management and staff. As a result the Board has in place a Nominations and Remuneration Committee (‘NRC’) to consider matters such as its own performance and the remuneration policies of GBST. The NRC’s goal is to ensure that high quality staff are attracted to and remain with GBST to improve and protect shareholder value.

Corporate Social Responsibility

The Board understands the duties owed to shareholders as a whole but also the company’s place within the wider community. The company, Directors and staff participate in a variety of charitable activities.

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