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APN
annual report
2011
The Board of APN News & Media Limited endorses good
corporate governance practices and oversees an organisation-
wide commitment to high standards of legislative compliance and
financial and ethical behaviour.
The Directors’ overriding objective is to increase shareholder
value within an appropriate framework that protects the rights
and enhances the interests of all shareholders and ensures the
Company is properly managed.
The Company has considered the best practice recommendations
established by the ASX Corporate Governance Council “Corporate
Governance Principles and Recommendations with 2010
Amendments” (2nd edition) in effect during the reporting period
(Recommendations) and, except to the extent indicated below,
has complied with the Recommendations for the entire reporting
period. In addition, a description of the Company’s main corporate
governance practices and policies is set out below. This report is also
available on the Company’s website www.apn.com.au.
BOARD OF DIRECTORS
Board responsibilities
The Board is responsible for overseeing the long-term profitable
growth of the Company. This is achieved through a process
of regular reviews of strategy, operations and areas of risk.
The Board sets overall corporate policy and provides guidance
for senior management, as well as oversight of policy execution.
The responsibilities of the Board are to:
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oversee the workings of the Company, including its control
and accountability systems;
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appoint and remove the Chief Executive Officer;
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appoint and remove the Chief Financial Officer (based on
the recommendation of the Chief Executive Officer);
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appoint and remove the Company Secretary;
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provide input into and approve corporate strategy;
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provide input into and approve the annual operating budget
(including the capital expenditure budget);
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approve and monitor the progress of major capital expenditure,
capital management and acquisitions/divestitures;
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monitor compliance with legal and regulatory obligations; and
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review and ratify systems of risk management and internal
compliance and controls, codes of conduct, continuous
disclosure, legal compliance and other significant
corporate policies.
Responsibility for the day-to-day operations of the Company is
conferred on the Chief Executive Officer who reports to the Board
and provides the Board with information in relation to the conduct
of the business of the Company. The Chief Executive Officer
exercises this responsibility in accordance with Board-approved
annual operating budgets and reports to the Board at regular Board
meetings. The Company’s senior management team meets regularly
(usually monthly) to examine the performance of the Company
compared to Board-approved operating budgets and policies.
Term of office
The Constitution of the Company currently specifies that there shall
be no fewer than three Directors and no more than nine or such
other number as is determined by the Board from time to time by
ordinary resolution.
The Constitution of the Company specifies that an election of
Directors must be held at every Annual General Meeting. A Director
(other than any Managing Director) must retire from office at the
third Annual General Meeting after being last elected or re-elected
and is eligible for re-election. If no Director is required to retire at an
Annual General Meeting, then the Director with the longest period in
office since last being elected or re-elected must retire and is eligible
for re-election at the Annual General Meeting.
A Director appointed since the most recent Annual General Meeting
shall hold office only until the next following Annual General Meeting
and shall then be eligible for election by shareholders.
Composition and qualifications
The Board currently consists of nine members: eight non-executive
Directors and one Managing Director (who is the Chief Executive
Officer). During the reporting period, the Board consisted of nine
members. After the reporting period, a non-executive Director joined
the Board and a non-executive Director resigned from the Board.
Details of the names, qualifications, tenure, skills, experience and
Board Committee memberships of the current Directors and the
meeting attendances of Directors during the reporting period appear
on pages 28 to 32 of this Annual Report.
corporate governance
APN News & Media Limited and Controlled Entities