Introduction

The Board of Directors of Bisalloy is responsible for the corporate governance of the consolidated entity. The Board is committed to the development and implementation of best practice corporate governance appropriate to the size of Bisalloy and it business. The Board and management believe that good corporate governance is essential to the performance and sustainability of the Company.

2. Board of Directors

The Board has adopted a formal Corporate Governance Code which recognises the respective roles and responsibilities of the Board and management. Click here to download a copy of the code.

2.1 Role of the Board of Directors

The Board is responsible for the overall governance of Bisalloy and its strategic direction. This includes setting of goals, monitoring performance, ensuring Bisalloy’s internal control and reporting procedures are adequate, effective and ethical, and that Bisalloy’s strategic direction provides value for shareholders. The Board regularly monitors the effectiveness of management policies and decisions, including the execution of its strategies. In addition to fulfilling its obligations to generate returns for shareholders, the Board has responsibilities to Bisalloy’s customers, employees, suppliers and to the welfare of the communities in which Bisalloy operates.

2.2 Board Composition & Independence

Acknowledging that members of the Board are appointed by shareholders, the Nominations & Remuneration Committee sets and reviews the criteria for the selection of new directors. Click here to view details of the current members of the board.

The overall composition of the Board is determined using the following principles:

a majority of the directors should be independent directors
the Chairman should be an independent director
the positions of Chairman and Managing Director are required to be held by separate persons.

2.3 Meetings

The Board meets on a regular basis to monitor the performance of management and the Company and to ensure implementation of Board strategies and decisions. Details of the number of meetings held and attendance by each director are set out each year in the Annual Report. Click here to download copies of the Annual Report.

2.4 Conflicts and Declaration of Interests

The Corporations Act 2001 imposes significant obligations on directors in relation to disclosure of interests. To ensure compliance with the requirements of the Act, the Board has developed the following protocol:
(a) directors must disclose all interests and other directorships;
(b) directors may choose to submit standing notices of interest to all Board members, or must disclose their interest in a matter being considered by the Board at that time;
(c) directors must warn of any potential conflict of duty to another Company and ensure any change in circumstances is advised;
(d) the Board will continually consider the application of the relevant provisions of the Corporations Act 2001 and, if the Chairman determines that a director’s interest in a matter is sufficiently material, or would result in a conflict of interest arising, the director:
i. will not receive Board Papers on the subject of interest, but will be advised that certain Board Papers have been excluded;
ii. cannot be present at the meeting when the matter is considered unless the other directors resolve that the director in question can stay; and
iii. cannot vote on the matter unless the other directors resolve that the director in question can vote;
(e) directors must obtain the Company’s consent before disclosing Company information to another Company or third party. In accordance with the Listing Rules, each director is required to enter into an agreement with the Company to provide details of his or her “relevant interest” in the Company’s securities on appointment, within 5 business days (or such lesser period as set out in the relevant agreement) of a change in the “relevant interest”, and following retirement. Any change in a director’s interest must be notified to the ASX within 5 business days by lodgement of Appendix 3Y. Each director has a duty to avoid conflicts of interest, and, as noted above must notify the Board of any potential conflicts he or she may have, including any which may arise as a result of his or her duty to another Company.

Each director has a duty to maintain the confidentiality of information he or she learns by virtue of his or her position as director. Disclosure of such information by the director should only be made after consultation with the Chairman of the Board.

3. Board Committees

The Board has established an Audit & Risk Committee and a Remuneration & Nominations Committee to assist in the execution of the responsibilities of the Board and to allow a detailed consideration of complex issues.
Both Committees are:

governed by a charter approved by the Board, copies of which are available on the Company’s website
comprised entirely of non-executive directors
required to report to the full Board after each meeting
sufficiently autonomous to be able to discharge their duties and responsibilities including the authority to select, retain and terminate external advisers as the committee considers necessary without seeking approval of the Board or management.

Each year the Board reviews the composition and charters of its two Committees.

3.1 Audit & Risk Committee

The Audit & Risk Committee is responsible for ensuring that an effective internal control framework exists within the Company and the group. This includes internal controls for effective reporting of financial information, the appropriate application and amendment of accounting policies and the identification and management of risk. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control to the Audit and Risk Committee. Click here to download a copy of the Audit and Risk Committee Charter.

3.2 Nominations & Remuneration Committee

The Nominations & Remuneration Committee assists and advises the Board on matters relating to the appointment and remuneration of the directors, Managing Director and other senior executives and employees of the group.

An important function of the Committee is to establish performance criteria for the Managing Director. The Nominations & Remuneration Committee will formally conduct a performance review of the Managing Director at least annually and will advise the Board of its recommendations. The Managing Director does not participate in these deliberations. Click here to download a copy of the Nominations & Remuneration Committee Charter.

4. Continuous Disclosure

The Company is a disclosing entity under the Corporations Act 2001 and is subject to the continuous disclosure requirements under the ASX Listing Rules. The Board is committed to keeping all stakeholders informed in a timely manner of all material developments in addition to the statutory disclosures included in the Annual and Half Yearly Reports. The Company has a formal Continuous Disclosure Policy which is available on the Company’s website. Click here to download a copy.

The Company Secretary is the person responsible for communicating with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirement of the ASX Listing Rules and overseeing and co-ordinating information disclosed to the ASX, market participants and the public. All Company announcements, briefings, presentations and reports are posted on the Company’s website after release to the ASX.

The Company also has formal Share Trading Guidelines which outline the prohibition against insider trading and specifies the “windows” during which directors, executives and employees can deal in Bisalloy’s securities. Click here to download a copy of the Share Trading Policy.

5. Risk Management

The Board, through the Audit & Risk Committee, is responsible for ensuring there are adequate polices, procedures and control systems in relation to risk management and compliance. The Company has developed a Risk Management Manual which is updated annually. The manual deals with the significant controllable business risks which are faced by the Bisalloy group. It identifies the potential harm each risk may cause and establishes ways to manage and mitigate the risks in order to reduce the likelihood of them causing harm and reduce the effects of any harm which may arise. Detailed control procedures cover areas such as trading, financial and legal risks as well as the risk of serious workplace injury, fraud and functional breakdowns.

Bisalloy recognises the importance of quality, occupational health and safety (OH&S) and environmental issues and is committed to the highest levels of performance. To help meet this objective, Bisalloy has a fully integrated quality, safety and environmental management system. The quality system has been certified to be in accordance with ISO9001:2000.

6. Ethical Standards & Code of Conduct

As a matter of Board policy, directors and management are expected to conduct themselves with the highest ethical standards. All directors and employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. Bisalloy aims to maintain the highest standard of ethical behaviour in its business dealings.
In maintaining the ethical standards the Company will:

act with integrity in all its dealings with customers, suppliers, shareholders, employees, government and the community
ensure that its actions comply with applicable laws and regulations and maintain harmonious relations with communities located near the Company’s operations
maintain and implement policies that will enable the Company’s employees to avoid situations where conflicts of interest could arise
not engage in any activity that could be construed to involve an improper inducement and achieve a working environment where:

i. equal opportunity is practiced
ii. harassment and other offensive behaviour is not tolerated
iii. the confidentiality of commercially sensitive information is protected
iv. employees are encouraged to discuss concerns about ethical behaviour with their supervisor.

The Board is responsible for establishing compliance and evaluating the effectiveness of the Company’s ethical standards & Code of Conduct.