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23
APN
annual report
2011
The performance of senior executives is evaluated on an
ongoing basis by the Chief Executive Officer who then makes
recommendations to the Remuneration Committee in relation
to the appropriate level of remuneration for the senior executives
based on their performance against budgeted profitability targets
(either Group or divisional as appropriate) and the achievement
of individual business objectives. The Remuneration Committee
reviewed the remuneration of the senior executives (including the
Chief Executive Officer) during the reporting period in accordance
with this process.
Non-executive Directors may receive retirement benefits
in accordance with the Company’s Constitution and the
Corporations Act 2001
.
Further details on remuneration policy and the structure of executive
and non-executive Director remuneration and further details of the
appraisal and performance evaluation applicable to senior executives
appear on pages 34 to 43 of this Annual Report.
Audit Committee
The Board established an Audit Committee in 1993. During the
reporting period, the Audit Committee consisted of the following
non-executive Directors:
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JH Maasland (Chairman)
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AE Harris
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KJ Luscombe
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EJ Harvey
(appointed to the Audit Committee on 4 April 2011).
The main role of the Audit Committee is to:
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review the scope and effectiveness of the internal and external
audit functions, financial reporting and risk management;
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review and consider any reports or findings arising from any
audit function either internally or externally;
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review the interim and annual financial statements;
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ensure that there are adequate disclosures and that the financial
statements are consistent with previous statements and
disclosures;
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assess the consistency of disclosures in the financial statements
with other disclosures made by the Company to the financial
markets and other public bodies;
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review the appointment, independence, performance and
remuneration of external auditors and assess the ability of the
external auditors to provide additional services which may be
occasionally required;
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review and assess the adequacy of compliance with all
regulatory requirements and generally accepted accounting
principles;
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review and monitor internal financial controls to ensure they are
adequate and effective to minimise financial and other major
operating risks;
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review the integrity and prudence of procedures for
management control;
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consider the adequacy of internal controls by reviewing
management letters and the response of management;
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review and approve risk management policy and consider
reports on risk management; and
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assess the effectiveness of risk management throughout
the Company and the Group and report to the Board on risk
management.
The Audit Committee has unlimited and unrestricted access to
management and employees and regular meetings are held with
the external auditors, providing an essential direct link between the
auditors, management and the Board.
Audit Committee meetings are held at least twice every financial year
to evaluate the financial information submitted to it and to review
any procedures and policies that would affect the accuracy of that
information.
Audit Committee meetings are regularly attended by the Chief
Executive Officer, Chief Financial Officer, Company Secretary,
Internal Audit Manager and the external auditors.
An ongoing five year rotation policy applies to the engagement
partner of the external auditor of the Company.
ENVIRONMENT
The Company supports best practice and is committed to complying
with all relevant legislation in relation to both the production of its
products and environmental issues generally. The Group regularly
discusses new products and processes with its suppliers and
environmental issues are considered as part of the decision-making
process for such matters.
corporate governance
APN News & Media Limited and Controlled Entities