Corporate Governance

Overview

STW’s directors and management are committed to a high standard of corporate governance across the STW group of companies.

The Board is responsible for ensuring the Company is managed so as to protect and enhance shareholders’ interests in a manner that is consistent with the Company’s responsibility to meet its obligations to all stakeholders.

STW's governance policies and procedures comply in all substantial respects with the Australian Stock Exchange (ASX) Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations (31 March 2003). STW's governance policies and practices will be reviewed and where necessary updated to assist in meeting the expectations of its stakeholders and ensuring it keeps up with evolving standards.

Our Corporate Governance Statement (PDF 52kb) in STW's Annual Report describes in detail our approach to corporate governance.

Board and Management

The primary role of the STW Board is to protect the rights and interests of the Company and to create shareholder wealth having due regard to the interests of other stakeholders. The Board is responsible for the overall corporate governance of the Company including its strategic direction and financial directives, and guiding and monitoring the business and the affairs of the Company on behalf of the shareholders. The STW Board Charter (pdf 117kb) sets out the boards accountabilities and responsibilities.

The composition of the Board seeks to provide an appropriate range of experience, skills, knowledge and perspective to enable it to carry out its obligations and responsibilities. The primary criteria adopted in the selection of suitable Board candidates is their capacity to contribute to the ongoing development of the Company having regard to the location and nature of the Company’s significant business interests and to the candidates’ age and experience by reference to the age and diversity of experience of existing Board members. The balance of skills and experience of the Board is critically and regularly reviewed by the Remuneration & Nominations Committee (pdf 100kb) to ensure that the appointment of directors facilitates the composition of a highly effective board.

Financial Reporting

The Audit Committee comprises a minimum of three independent, non-executive directors with relevant financial, commercial and risk management experience.

The primary function of the Audit Committee is to assist the Board in fulfilling its duties by providing an independent and objective review of the Company’s financial reporting process, audit function, and internal compliance and control systems. The Audit Committee is also charged with the responsibility of ensuring that the Company maintains appropriate and effective management of key financial and business risks and compliance with legal and regulatory requirements.

The Audit Committee assesses and reviews external and internal audits and any material issues arising from these audits. Information relating to the Audit Committee’s approach to selection and appointment of the external auditor and the rotation of external audit engagement partners is set out in the Audit Committee Charter (pdf 106kb).

Risk Identification and Management

The Board has in place integrated risk management programs aimed at establishing an effective control environment to ensure the STW Group conducts its operations in a manner that allows risks to be identified, assessed and appropriately managed. STW’s various managers have the responsibility and accountability for implementing and managing the standards and processes required by the program.

STW takes an enterprise wide risk management approach with risks from all activities, strategic and operational, being examined. The primary aim is to provide the Audit Committee with assurance that major business risks facing the Company have been consistently identified and assessed, and that active management plans and controls are in place for the ongoing management of these risks. STW’s approach is set out in more detail in the Corporate Governance Statement (PDF 52KB).

Share Trading by directors and officers

The Board has approved a Share Trading Policy (pdf 110kb) which applies to STW directors and executives. Directors and executives are prohibited from dealing in shares in the Company or a related body corporate or exercising options in the following circumstances:

within one month preceding lodgement of the Company’s half-year and annual results with the Australian Stock Exchange (ASX);
if trading for a short term gain; or
whilst in possession of price sensitive information.

Continuous disclosure and Shareholder Communication

The Company is committed to giving all shareholders and the investment market timely and equal access to information concerning the Company.

In accordance with its commitment to fulfilling its continuous disclosure obligations, the Company has developed a Continuous Disclosure Policy (pdf 39KB) which sets out the procedures it has adopted to comply with its obligations as set out in the Corporations Act and the ASX Listing Rules.

Code of Conduct

STW strives for high ethical standards in all its dealings – with its clients, its employees, shareholders, and the community. The STW Board is firmly committed to ensuring that all members in the STW Group observe the highest standards of ethical behavior and conduct. The Board believes that STW’s success is significantly related to the extent that all its officers and employees individually and collectively reflect and abide by the behaviors and expectations described in the STW Code of Conduct (PDF 21KB).

Remuneration Policies and Procedures

STW has established processes to ensure that the level and composition of remuneration provided to executives and directors is sufficient, reasonable, and explicitly linked to performance. The objectives of the Company’s remuneration policy are to attract, retain and motivate appropriately qualified and experienced executives and other employees capable of discharging their respective responsibilities to enable the Company to achieve its business strategy and produce value for shareholders. The remuneration of senior executives is determined and reviewed by a separate board committee comprising non-executive directors. Policies and approaches implemented by the Remuneration & Nominations Committee (pdf 100kb) are set out in its charter.

Constitution

A complete copy of the constitution of STW can be viewed here (pdf 2.78mb).

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