Corporate governance overview

Corporate Governance

Myer and the Board are committed to achieving the highest standards of corporate governance. Accordingly, the Board has adopted a framework of policies and practices designed to regulate corporate governance and to ensure that these standards are met. The corporate governance policies discussed below are designed to ensure that the Board consistently discharges its responsibilities to Myer’s shareholders and other stakeholders. The practices implemented operate alongside these policies to promote responsible management and good conduct throughout Myer’s operations.

Details of Myer’s key policies and practices and the Charters for the Board and each of its Committees are available from the corporate governance section of Myer’s website www.myer.com.au. Myer and its controlled entities together are referred to as the Group in this statement.

Board of Directors

The Board has ultimate responsibility for setting policy regarding the business and affairs of Myer for the benefit of shareholders and other stakeholders. The Board has adopted a Charter to provide a framework for the effective operation of the Board and has clearly established the functions reserved to it and those delegated to senior executives.

The Board operates in accordance with the broad principles set out in its Charter. The Charter also details the Board’s composition and responsibilities. The Constitution of Myer states that the minimum number of Directors is four and the maximum is fixed by the Directors but may not be more than 12. Directors can be appointed to the Board to fill casual vacancies and are elected at Annual General Meetings of Myer.

Fair and Responsible Remuneration

The Nomination and Remuneration Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive Directors, other senior executives and Non-Executive Directors.

In relation to remuneration, the Committee’s responsibilities include:

• reviewing and recommending remuneration arrangements for the executive directors and those executives who report directly to the CEO, including making recommendations in relation to contract terms, annual remuneration and participation in Myer’s short- and long-term incentive plans;
• reviewing and recommending remuneration arrangements for senior management;
• reviewing major changes and developments in Myer’s recruitment, retention and termination policies and procedures for senior management;
• reviewing major changes and developments in remuneration policies, superannuation arrangements, personnel practices and industrial relations strategies for the Group;
• reviewing senior management performance assessment processes and the annual results of those assessments;
• reviewing and approving short-term incentive strategy, performance targets and bonus payments;
• reviewing and recommending to the Board major modifications to Myer’s employee equity incentive plans; and
• reviewing and recommending to the Board the remuneration arrangements for the Chair and the Non-Executive Directors of the Board, including fees, travel and other benefits.

Safeguarding integrity in financial reporting

The Audit, Finance and Risk Committee monitors and reviews the effectiveness of Myer’s controls in the areas of operational and balance sheet risk, legal and regulatory compliance and financial reporting.

The Committee’s overall key responsibilities and functions are to:

• oversee Myer’s relationships with its external auditor and the external audit function generally;
• oversee Myer’s relationship with the internal auditor and the internal audit function generally;
• oversee the preparation of the financial statements and reports;
• oversee Myer’s financial controls and systems; and
• manage the process of identification and management of risk.

Risk Management

Myer is committed to the proper identification and management of risk. Myer has processes in place to identify and measure business risk as well as to regularly review the results of its risk identification procedures. The Board, through the Audit, Finance and Risk Committee, is charged with the oversight of this process.

The Committee’s role in relation to risk management is to review and report to the Board as to whether:

• Myer’s ongoing risk management program effectively identifies all areas of potential risk;
• adequate policies and procedures have been designed and implemented to manage risk;
• a regular program of audits is undertaken to test the adequacy of and compliance with prescribed policies; and
• proper remedial action is undertaken to redress areas of weakness.

Code of Conduct

Myer has developed a Code of Conduct (the Code) which sets out Myer’s commitment to maintaining the highest level of integrity and ethical standards in all of its business practices. The Code outlines how Myer expects Directors and employees to behave and conduct business in a range of circumstances and includes the steps that should be taken in the event of uncertainty or a suspected breach of the Code.

Continuous disclosure

Myer is aware of the continuous disclosure obligations it has, under the Corporations Act and the ASX Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of Myer’s securities.

Myer has adopted a Continuous Disclosure Policy which establishes procedures to ensure that Directors and management are aware of, and fulfill their obligations in relation to, the timely disclosure of material price-sensitive information.

Myer has also established a Continuous Disclosure Committee. The Committee is constituted by the:

• Chief Executive Officer;
• Chief Financial Officer; and
• General Counsel and Company Secretary.

Shareholder communication

Myer places a high priority on communication with shareholders and encourages effective participation at its general meetings. As soon as any information is released to the ASX it is posted on Myer’s website. When analysts are briefed on aspects of the Group’s operations, the material used in the presentation is first released to the ASX, and posted on Myer’s website, where the briefing contains material price-sensitive information that has not already been released to the market.

In addition to these arrangements, Myer seeks to provide opportunities for shareholders to keep informed of the Company’s activities through electronic means. Myer’s announcements, details of Company meetings, press releases and financial reports are available on the Myer website.

Download the complete Corporate Govenance Statement in PDF format.