AS AT 30 JUNE 2011
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Corporate Governance (continued)
Remuneration Committee
The role of the Remuneration Committee is to review and
make recommendations to the Board on remuneration
packages and policies related to the Directors, the Chief
Executive Ofcer and senior executives and to ensure that
the remuneration policies and practices are consistent
with the Company’s strategic goals and human resource
objectives and comply with relevant legal requirements.
The Committee will consist of at least three members.
The Company will endeavour to ensure that a majority of
the members are independent, Non-Executive Directors.
The Committee will meet as often as is required to perform
its functions.
The Remuneration Committee charter is available on the
FlexiGroup website.
The Committee comprises Rajeev Dhawan (Chair),
Margaret Jackson, R John Skippen and AndrewAbercrombie.
Nomination Committee
The Committee assists and advises the Board on
(a) Director selection and appointment practices
(b) Director performance evaluation processes and criteria
(c) Board composition
(d) Succession planning for the Board and senior
management
The Committee also ensures that the Board is of size and
composition conducive to making decisions expediently,
with the beneft of a variety of perspectives and skills,
and in the best interests of the Company as a whole.
The Committee will consist of at least three members.
The Company will endeavour to ensure that a
majority of the Committee members are independent,
Non-Executive Directors.
The Nomination Committee charter is available on the
FlexiGroup website.
The Committee comprises Andrew Abercrombie (Chair),
Margaret Jackson, R John Skippen and Rajeev Dhawan.
Code of Conduct
The Company has adopted a Code of Conduct. The Code
of Conduct (“Code”) sets out the ethical standards and
rules of the Company and provides a framework for how
the Company will operate its business in a manner that
will protect its stakeholders.
The Code applies to all Directors, ofcers, employees,
contractors, consultants and associates of the Company.
The Code specifcally covers conficts of interest, corporate
opportunities and other benefts, confdentiality, privacy,
fair dealing, discrimination, protection of and use of the
Company’s assets and property, compliance with laws and
regulations, approach to disclosure and fnancial reporting,
insider trading and whistleblower protection.
The Code of Conduct is available on the FlexiGroup website.
Communications with Shareholders
The Company communicates with shareholders through
the Company’s annual reports, Annual General Meeting,
half–year and full-year results and Company website.
All announcements are made available on the website.
During periods of particular sensitivity, the Company’s
policy is to avoid any discussion with shareholders, media,
analysts or other market operators for thirty days prior
to the close of the half and full-year accounting periods
to the time of the half and full-year proft announcements.
This policy is subordinate to the ASX requirements of
continuous disclosure.
Continuous disclosure
The Company Secretary has been nominated as the
person responsible for communication with the Australian
Securities Exchange (“ASX”). This role includes responsibility
for ensuring compliance with the continuous disclosure
requirements in the ASX Listing Rules and overseeing and
co-ordinating information disclosure to the ASX, analysts,
brokers, shareholders, the media and the public. When
analysts are briefed following half-year and full-year results
announcements, the material used in the presentations is
released to the ASX prior to the commencement of the
briefng. The Company ensures that if any price sensitive
information is inadvertently disclosed, this information is
also immediately released to the market. The Company
is committed to ensuring that all stakeholders and the
market are provided with relevant and accurate information
regarding its activities in a timely manner.