ELSAPA Australia has in place a number of Board approved policies to help ensure compliance with its legal obligations and corporate governance best practice. Policies include:
CORPORATE CODE OF CONDUCT
The Code sets out the standards that the company will adhere to whilst conducting its business and includes:
• the approval of the Code by the Board and Senior Management
• the commitment to shareholders
• compliance with relevant laws
• environment protection
• occupational health & safety
• equal employment
• confidentiality
• conflicts of interest
• general conduct
DIRECTORS' CODE OF CONDUCT
The code sets out the standards that each director will adhere to whilst conducting their duties and is in addition to the Corporate Code of Conduct.
CONTINUOUS DISCLOSURE POLICY
Elsapa Australia is committed to adhere to the continuous disclosure requirements Corporations Act and has in place a policy and procedures to ensure compliance. The purpose of the company's continuous disclosure policy approved by the Board is to:
• summaries ELSAPA Australia 's disclosure obligations and outline to staff the company's continuous disclosure responsibilities under the Corporations Act
• explain what type of information needs to be disclosed
• identify who is responsible for disclosure
• explain how ELSAPA Australia employees can contribute
• ensure that ELSAPA Australia 's Board has a system in place allowing it to consider all relevant information and, where appropriate, continue to initiate disclosures, so that there is a fully informed market in respect of ELSAPA Australia 's listed securities
SECURITIES TRADING POLICY
The company's Securities Trading Policy sets out the trading policy of ELSAPA Australia for directors and senior management when directors and company employees deal in securities of the company. The purpose of the policy is to provide guidance to the requirements of the law and to specify requirements to avoid the possibility of misconceptions, misunderstandings or suspicions which might arise when directors or employees deal in the securities of the company. The general scheme of this policy regarding allowable dealings by employees and directors in the company's securities is that those persons should:
• never engage in short term trading of the company's securities
• not deal in the company's securities while in possession of price sensitive information
• notify the Compliance Officer of any material intended transactions involving the company's securities
• restrict their buying and selling of the company's securities to within a defined 'trading window'
The Board is committed to best practice in corporate governance and its ability to add value to the company and its shareholders.
BOARD CHARTER AND POLICIES
The foundation of ELSAPA Australia’s approach to corporate governance is the adoption of a Board charter, committee charters and Board policies. These provide a guide to roles, responsibilities and best practice in the way the board functions and the company conducts its business. The following charters and policies have been reviewed and adopted by the board:
• Board charter
• Audit and risk management committee charter
• Nomination and corporate governance committee charter
• Health, safety and environment charter
• Corporate code of conduct
• Securities trading policy
• Disclosure policy
• PRINCIPLE 5: ENCOURAGE ENHANCED PERFORMANCE
NOMINATION AND CORPORATE GOVERNANCE COMMITTEE
Members: Samad Kargar (Managing Director), Leila Kargar (Member of Board)
• PRINCIPLE 4: RECOGNISE AND MANAGE RISK
As part of the audit and risk management committee’s role, the committee and board seek to identify and minimize potential risks and exposure of ELSAPA GROUP , both internally and externally.
• PRINCIPLE 3: MAKE TIMELY AND BALANCED DISCLOSURE
ELSAPA Australia is committed to ensuring adherence to regulatory requirements and best practice to ensure timely provision of equal access to material information about the company. The board has a continuous disclosure policy to ensure that the procedures for identifying and disclosing material and price sensitive information are in accordance with the Corporations Act. No departures from this policy were noted during the reporting period.
• PRINCIPLE 2: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
The managing director and the group finance director provided the board with statements on ELSAPA Australia ’s financial reports and compliance with the Corporations Act and accounting standards. The statements support the declarations required to be made by directors in respect of Group results.
• PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
The board charter sets out the principles for the operation of the board of directors and describes the functions of the board and those functions delegated to management. The business of ELSAPA Australia is managed under the direction and oversight of the board, with management of ELSAPA Australia ’s day-to-day operations delegated to the managing director and the senior management team.
ROLE OF THE BOARD
The Board has primary responsibility to shareholders for the welfare of the company by guiding and monitoring the business and affairs of the company. ELSAPA Australia recognizes the importance of the Board in providing a sound base for good corporate governance in the operations of the company. The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to the company. Furthermore, the Board will at all times act in accordance with all relevant company policies.
Each of the directors, when representing ELSAPA Australia , must act in the best interests of all shareholders of ELSAPA Australia and in the best interests of the company as a whole.
RESPONSIBILITIES OF THE BOARD
One of the key ways the Board can add value to the company is by selecting the right Managing Director for ELSAPA Australia. Beyond this the Board will use reasonable endeavors to ensure that management has in place appropriate processes for risk assessment, management and internal control and monitoring performance against agreed benchmarks. The Board will work with senior management as collaborators in advancing the interests of ELSAPA Australia . The charter delegates authority and recognizes that once delegated, management needs to be free to manage. The Board will test and question management's assertions, monitor progress, evaluate management's performance and will, where warranted, take corrective action. The Board is responsible for the management of the affairs of ELSAPA Australia, including:
• Financial strategic objectives
• Evaluating, approving and monitoring the strategic and financial plans of ELSAPA Australia
• Evaluating, approving and monitoring the annual budgets and business plans
• Evaluating, approving and monitoring major capital expenditure, capital management and all major corporate transactions, including the issue of securities of ELSAPA Australia
• Approving all financial reports and material reporting and external communications by ELSAPA Australia
CONFLICTS OF INTEREST
As a general principle each director must bring an enquiring, open and independent mind to Board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion and reach a decision that he or she believes to be in the best interests of ELSAPA Australia as a whole free of any actual or possible conflict of interest and consistent with the Directors' code of conduct.
If the Board determines that a director might be in a position where there is a reasonable possibility of conflict between his or her personal or business interests, the interests of any associated person, or his or her duties to any other company, on the one hand, and the interests of ELSAPA Australia or his or her duties to ELSAPA Australia , on the other hand, the Board will require that the Director:
• fully and frankly informs the Board about the circumstances giving rise to the conflict
• abstains from voting on any motion relating to the matter and absenting himself or herself from all board deliberations relating to the matter including receipt of Board papers bearing on the matter.
If the Board resolves to permit a director to have any involvement in a matter involving possible circumstances of conflicting interests the Board must minute full details of the basis of the determination and the nature of the conflict including a formal resolution concerning the matter. If a director believes that he or she may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult with the Chairman. The company secretary will maintain a register of all possible conflict of interest situations.