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21
APN
annual report
2011
Board procedure
The Board meets formally on at least eight occasions during the
financial year. From time to time, meetings are held at the offices
of divisional operations, enabling Directors to obtain increased
knowledge of individual Company operations.
Meeting agendas
Meeting agendas are settled by the Chairman of the Board with
input from the Chief Executive Officer to ensure adequate coverage
of financial, strategic and major risk areas throughout the financial
year. Directors add items to the agenda. From time to time, non-
executive Directors discuss issues, on an as needs basis, without
management present.
Independent advice
Directors have the right, in connection with their duties and
responsibilities, to seek independent professional advice at the
Company’s expense. Prior approval of the Chairman is required,
however, this will not be unreasonably withheld.
Independence of Directors
The Board has engaged in a program of Board renewal and the
Company complies with Recommendation 2.1 due to a majority
of the Board comprising independent directors. During the
reporting period, the Company did not, however, comply with
Recommendation 2.2 due to the Chairman having an association with
a significant shareholder, Independent News & Media PLC (INM).
The Board believes that the existence of this association in relation
to the Chairman does not interfere with the independent judgement
of any of the Directors or impedes any Director’s ability to act in the
best interests of the Company.
In terms of assessing independence, Directors are considered to
meet the threshold for independence if they are independent of
management and free from any business or other relationship which
could materially interfere with, or could reasonably be perceived
to materially interfere with, the exercise of their unfettered and
independent judgement. Rather than applying materiality thresholds,
materiality is assessed on a case-by-case basis.
In relation to the reporting period, the following non-executive
Directors are considered by the Board to be independent:
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AE Harris (Deputy Chairman)
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KJ Luscombe
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JH Maasland
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PP Cody (resigned as a Director on 22 February 2012)
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PM Cosgrove
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EJ Harvey.
The Board does not accept the fact that a Director who was an
executive of the Group within three years prior to the Director’s
Board appointment should automatically be regarded as interfering
with the Director’s independence or ability to act in the best interests
of the Company.
During the reporting period, Pierce Cody was considered by the
Board to be independent despite being a former executive as he
exercised independent judgement. His executive role with the
Company ceased in August 2003.
In relation to the reporting period, the following Directors were
affiliated with INM:
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GK O’Reilly (Chairman)
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VC Crowley.
The Board appointed Brett Chenoweth as Managing Director
and Chief Executive Officer effective 1 January 2011. He is not
considered independent from management for the purposes of
the Recommendations due to his executive role.
Performance evaluation
From time to time, including during the reporting period, the
operation of the Board, its Committees and individual Directors and
their performance are discussed and, where appropriate, measures
are taken to enhance their effectiveness. The Company uses
various methods to evaluate performance including interviews with
Directors. Outside advisers are also engaged to provide advice from
time to time.
In April 2011, the Company engaged a highly regarded professional
firm Cameron Ralph Pty Limited (Cameron Ralph) to undertake
an independent Board evaluation and to provide an opinion on
the Board’s current effectiveness. In addition, the review covered
whether the Board does, in fact, bring independent judgment to bear
in its decision-making.
The evaluation undertaken by Cameron Ralph entailed the following:
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a review of publically available research on the Company;
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a review of documents available to the Board, including:
–– Board and Committee papers and minutes for the period
April 2010 to June 2011;
–– various Board and Committee charters and policies;
–– annual and half-year reports, ASX/ASIC filings and minutes
of shareholder meetings;
–– relevant stockbroker research reports;
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questionnaires completed by the Directors and some senior
executives; and
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interviews conducted with the Directors and some senior
executives.
The review highlighted some areas for improvement, which the
Board is currently implementing.
corporate governance
APN News & Media Limited and Controlled Entities