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 2006 the board has encouraged a
meaningful debate on how GBST will work
in conjunction with those standards. Each
year in our annual report we comment upon
our adherence to the ASX Corporate Governance
Council Principles of Good Corporate Governance
and Best Practice 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
designed the corporate governance statement
to reflect its views on the best structures
for GBST given its size.
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, a non-executive director and two
independent non-executive directors. The
majority of the board is not, by virtue
of the rules, independent but the board
considers its size and the skills and experience
of the directors best suited to running
GBST.
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 minimum legal standards.
Each board member is expected to set high
standards when it comes to performing the
role of director.
Share Trading
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 that sort of
information and to ensure it is delivered
to the market in a timely fashion. No GBST
director, employee or contractors is permitted
to trade while they are in possession of
inside information. In normal circumstances
GBST directors, employees and contractors
are restricted to trading in shares in GBST
to two four week windows commencing after
the release of the half and full year results
each year.
Audit and Risk Committee
The board has established an audit and
risk committee to focus on the company’s
internal control framework to ensure that
the company’s financial performance
and reporting is safeguarded from abuses.
The audit and risk committee is majority
independent and consists of three members
of the board. In addition to the audit and
risk committee that board utilises 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.
Nominations and Remuneration Committee
GBST’s business is driven by its
management and staff. As a result the board
meets specifically as a nominations and
remuneration committee to consider matters
such as its own performance and the remuneration
policies of GBST. The committee’s
goal is to ensure that high calibre staff
are attracted to and remain with GBST to
improve and protect shareholder value.
Corporate Social Responsibility
The board recognises 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.
Click here to download a Corporate Governance PDF
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