About Us

Corporate Governance

Algae.Tec Limited is committed to support long term performance and sustainability of the business, to protect and enhance the interests of security holders and other stakeholders through best practice corporate governance.

Algae.Tec regularly reviews its governance arrangements, and developments in market practice, expectations and regulation.  Algae.Tec complies with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).

This statement has been approved by the Board.  It is current as at 29 September 2017.

 

The Board and management of Algae.Tec Limited (“Algae.Tec” or the “Company”) recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence.  The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council (“Recommendations”) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive, so that if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them.  This Corporate Governance Statement (“Statement”) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as at 29 September 2017 and has been approved by the Board of Directors of Algae.Tec Limited. Please click here to download the full statement  
The Corporate Governance Policies set out the functions and responsibilities of the Board of Algae.Tec Limited, and are available on the Algae.Tec website. The Company seeks to have a board comprising directors with an appropriate variety of skill, experience and expertise who are competent in dealing with current and emerging issues of the business and who can effectively review and challenge the performance of management and exercise independent judgement.  The Board has procedures for the selection and appointment of new directors and the re-election of incumbent directors, which are set out in the Corporate Governance Policies which are available on the Algae.Tec website. Non-executive directors have  written agreements with the Company setting out the terms of their appointment as directors. The two executive directors have employment contracts.  The Board meets on a regular basis.  The agenda for these meetings is prepared by the Company Secretary who is also the Managing Director, in conjunction with the Chairman.  Relevant information is circulated to directors in advance of the Board meetings.  The Company Secretary is accountable directly to the Board on matters to do with the proper functioning of the Board. The Board has adopted a policy on achieving gender, age and ethnic diversity in the Company’s board and employees. It is the Company’s objective to have a minimum of 45% of the total workforce to be female by the year 2020. Please refer to full document for the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation. The evaluation of the performance of the Board and individual directors is undertaken annually and in accordance with the terms of their employment contract.  Performance reviews were undertaken in the reporting period.
The Board believes the Company is not of sufficient size to justify having a Nomination Committee.  If any vacancies arise on the Board, the Board and all directors are involved in the search and recruitment of a replacement.  The Board strives to ensure that it is comprised of directors with a blend of skills, experience and attributes appropriate to the Company and its business.  The principal criterion for the appointment of new directors is their ability to add value to the Company and its business.  In light of this, it has not been deemed necessary to create a formal document setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. The Board consists of Managing Director Mr Peter Hatfull, Executive Director Mr Earl McConchie, Independent Non‑executive Chairman Mr Malcolm James, Non-Executive Director R.V. Venkatesh, Non-Executive Director Jonathan Lim, and two Alternate Directors, Allan Tan and Jith Veeravalli. The details of their skills, experience and expertise have been included in the 2017 Directors Report.  The number of Board meetings and attendance of the directors are set out in the 2017 Directors Report.  Although the majority of the Board is not independent, the directors considers the current Board composition to be suitable in the present circumstances, with an appropriate range of qualifications and expertise, and directors who can understand and competently deal with current and emerging business issues as well as effectively review and challenge the performance of management.  Furthermore, each individual member of the Board is satisfied that all directors bring an independent judgement to bear on board decisions. New directors are provided with copies of all relevant documents and policies governing the Company’s business, operations and management at the time of joining the Board.  The Company is able to provide appropriate professional development opportunities for directors to assist in their roles.  Directors are also encourage to personally undertake appropriate training and refresher courses conducted by the Australian Institute of Company Directors. 
As part of the Board’s commitment to maintaining a proper system of corporate governance, the Company has adopted a Code of Conduct to guide directors and officers in carrying out their duties and responsibilities.  The Code embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity.  The Code of Conduct is available on the Algae.Tec website. 
The board believes that due to the size and composition of the board and the size of the Company it is not appropriate to have an Audit Committee.  The Board as a whole is responsible for the integrity of the Company’s financial reporting, reviews and oversees the planning process for external audits, the conduct of the external audit process and the independence of all parties to the process as well as reviewing the performance of external auditors, the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. Prior to the approval of the Company’s annual financial statements, the board obtains a declaration from its Managing Director and CFO that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Company, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Company’s external auditor attends every Annual General Meeting as required by the Corporations Act, and member are allowed a reasonable opportunity at the meeting to ask the auditor questions relevant to the audit, their report and independence, and the accounting policies adopted by the company. 
The Company’s Disclosure Policy is available on the Algae.Tec website. The Disclosure Policy sets out the key obligations of directors and employees in relation to continuous disclosure as well as the Company’s obligation under the ASX Listing Rules and the Corporations Act. The Policy also provides procedures for internal notification and external disclosure, as well as procedures for promoting understanding of compliance with disclosure requirements.
The Board is committed to open and accessible communications with holders of the Company’s shares. In accordance with continuous disclosure obligations under the ASX Listing Rules, all disclosure are made in a timely manner and posted on the Company’s website. Shareholders are forwarded the Company’s Annual Report, if requested and documents relating to each General Meeting, being the Notice of Meeting, any Explanatory Memorandum and a Proxy Form, and shareholders are invited to attend these meetings. Shareholders may elect to receive communications electronically. The Company’s external auditors are also required to be present at annual shareholder meetings to answer any queries shareholders may have with regard to the audit and preparation and content of the Audit Report.
The board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control in accordance with the Company’s Corporate Governance Policies. The board believes that due to the size and composition of the board, and the size of the Company it is not appropriate to have a Risk Committee. The Company’s risk management program is implemented under the direction of the Managing Director to ensure matters affecting goals, objectives and performance of the Company and the safety of its stakeholders are identified and assessed by an operational risk management framework in accordance with industry accepted standards. The Company’s risk management framework is reviewed annually.  A review was undertaken in the reporting period. The board believes that the Company is not of a size to justify having an internal audit function for efficiency purposes.  The Company evaluates its risk management and internal control processes in consultation with its external auditor with a view to continually improving its effectiveness. The board does not believe the Company has any material exposure to economic, environmental and social sustainability risks at the present time. 
The Board believes it is not of a size to justify having a Remuneration Committee.  The Company’s remuneration policy is structured for the purpose of motivating executive directors and senior management to pursue the long-term growth and success of the Company.  The Board sets the level and structure of remuneration to executive directors and senior executives for the purpose of balancing the Company’s competing interest of attracting and retaining executive directors and senior management and not paying excessive remuneration. The Company did not have an equity based remuneration scheme during the financial year ending 30 June 2017. 
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