23 April 2019
ARQ GROUP (ASX: ARQ)
Corporate Governance Statement
& Appendix 4G
In accordance with ASX Listing Rules 4.7.3, 4.7.4 and 4.10.3, attached is the Arq Group Corporate Governance Statement and Appendix 4G.
These documents will also be accessible from the Corporate Governance page of our website - https://arq.group/investor-centre/announcements
About Arq Group
Arq Group, previously Melbourne IT Group, is Australia's leading digital solutions partner.
Arq Group is the dynamic space for smart thinkers. Creating unforgettable experiences, solving complex challenges, and providing seamless, end-to-end solutions - from design thinking to customer solutions, leading mobile, cloud and analytical insights, digital marketing to web design - Arq Group powers the growth of businesses, big and small.
Founded in 1996, Arq Group has evolved from the leading Australian domains and hosting business to a leading digital services partner. Today, the company builds and manages innovative channels to market for many of the country's largest enterprises, whilst simultaneously supporting half a million small businesses throughout their online journey.
P 1300 638 734
Level 23, 680 George Street, Sydney, NSW 2007
Arq Group Limited ABN 21 073 716 793 ASX: ARQarq.group
Corporate Governance Statement
This Statement was approved by the Board of Arq Group Ltd
on 16 April 2019.
The Arq Group Board of Directors recognises the need for the highest standards of corporate behaviour and accountability. The Board is committed to optimising shareholder returns within a framework of ethical business practices.
Arq Group's corporate governance practices and policies comply with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations. This statement outlines the key aspects of Arq Group's corporate governance framework, policies and procedures for the financial year ended 31 December 2018 (FY18) by reference to the ASX Corporate Governance Council's Corporate Governance Principles and recommendations, 3rdEdition (ASX Principles).
Further information on Arq Group's corporate governance policies, including Board and Committee charters, are available in the Corporate Governance section of our website at https://www.arq.group/investor-centre/corporate-governance
(ASX Recommendation 6.1)
The information in this statement is current as at 16 April 2019 and has been approved by the Board.
Principle 1 - Lay Solid Foundations for Management and Oversight by Board
Board and Management (ASX Recommendation 1.1)
The Board of Directors of Arq Group Limited (the Company) is responsible for the corporate governance of the Arq Group. The corporate governance regime ensures the strategic guidance of the Company, the effective monitoring of Management by the Board, and the Board's accountability to the Company and to the shareholders.
The role of the Board is to provide oversight and advice to Management. In its oversight role, the Board monitors management and ensures it is acting diligently in the interests of shareholders. In its advisory role, the Board consults with Management regarding the strategic and operational direction of the Company, paying attention to decisions that balance risk and reward.
In carrying out its responsibilities and exercising its powers, the Board at all times recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of the shareholders and other stakeholders of the Company, protecting the interests of the Company and fulfilling the Board's duties and obligations under the Company's Constitution and the Corporations Act 2001 (Cth).
The Board's responsibilities are set out in a formal charter which (Board Charter) is available from the Corporate Governance page of the Company's website.
The Board Charter sets out responsibilities reserved to the Board and the functions delegated to the CEO and management. The Board may delegate certain authorities to Board Committees and/or to Management.
The Board has established the following standing Committees:
●Audit and Risk Management Committee (ARMC) (see Principle 4); and
●Human Resources, Remuneration and Nomination Committee (HRRNC) (see Principle 2).
The role and responsibilities of each Committee are outlined in their respective charters.
The Board has delegated to Management the responsibility for the day to day management and operation of the Company. Amongst other things, Management has the responsibility for the overall management and performance of the Company and charting the strategic direction of the Company, taking advice from, and for approval by, the Board. Specific authorities delegated to the Chief Executive Officer (CEO) and the Executive Leadership Team are also set out in the Delegation of Authority Policy, which is approved by the Board.
Directors (ASX Recommendation 1.2 and 1.3)
The HRRNC identifies, reviews and makes recommendations to the Board regarding the appointment of new independent non-executive Directors. The HRRNC is usually assisted in the identification and selection process by an executive search firm.
In evaluating a candidate for appointment as director, the Board considers criteria which include the particular skill sets identified by the Board as being required at the time as well as the individual's experience and professional qualifications, ability to exercise sound business judgment, leadership ability and/or prominence in a specified field, integrity and moral reputation, diversity, any potential conflicts of interest or legal impediments to serving as a director, and willingness and availability to commit the time required to serve as an effective director.
It is the Company's policy that background checks, including ASIC Banned & Disqualified Persons Register and a bankruptcy search, are conducted on new directors as part of the standard requirements of the Company's recruitment process.
All material information about a director standing for election or re-election is included in the explanatory memorandum to the Notice of Annual General Meeting. The Directors' biographies provide information about their relevant qualifications, experience and skills that they bring to the Board, as well as details of their current commitments including any other material directorships they hold.
Newly appointed directors must stand for election at the next Annual General Meeting, in accordance with the Company's Constitution.
New directors provide the Company with a written consent to act as a director and receive a formal Letter of Appointment that sets out the Terms & Conditions of Appointment and Remuneration Schedule. It also sets out the expectations of the Company, the Director's duties and powers, insurance and indemnity arrangements, and rights of access to information.
Company Secretary (ASX Recommendation 1.4)
The Company Secretary is appointed by the Board. The Company Secretary reports directly to the Board, through the Chairman, on matters relating to the proper functioning of the Board. All Directors have access to the Company Secretary.
Diversity & Inclusion Policy (ASX Recommendation 1.5)
Arq Group's Diversity & Inclusion Policyoutlines its commitment to diversity and inclusion. The Company believes that commitment to this Policy contributes to the achievement of corporate objectives and embeds the importance and value of diversity within the culture of Arq Group.
The Policy addresses all forms of diversity and sets out how the Company will maintain diversity. It also outlines the Board's and Executive Leadership Team's roles in promoting the Company's commitment to gender diversity. A copy of the Policy is available from the Corporate Governance page of our website.
Arq Group is compliant with equal opportunity legislation administered by the Australian Government's Equal Opportunity for Women in the Workplace Agency (EOWA) and reports under the Workplace Gender Equality Act 2012. A copy of Arq Group's most recent report can be found in the Corporate Governance page of the Company's website.
As stated in the Diversity & Inclusion Policy, the Board and Executive Leadership Team have committed to achieving a year on year improvement in gender diversity and representation. The HRRNC reviews the Group's gender diversity status on a regular basis and ensures that the Company has appropriate strategies and that initiatives and programs are in place to deliver on the Group's commitment.
The female participation rates across the Company, which will be submitted in the Workplace Gender Equality Agency report for the year ended 31 March 2019, are as follows:
●overall, 31% of employees were female;
●33% of the executive roles were held by females;
●55% of senior leadership roles were held by females; and
●Following the resignation of Ms Gail Pemberton, there is one female board member (17%).
The overall gender pay gap in the Company, (whether including or excluding executives) is <5%, and the CEO and Managing Director, Mr Martin Mercer, was appointed as a Workplace Gender Equality Agency Pay Equity Ambassador in 2018.
Board, Committee and Director Evaluation (ASX Recommendation 1.6)
In accordance with the Board and Committee Charters, the Board is required to annually review its performance, policies and practices and review the performance of its Committees and the Board and Committee Chairs. The performance of the Board and each Committee is measured against its charter and other relevant criteria as determined by the Board. The Board undertook an internal review following the resignation of two non-executive Directors at the conclusion of the Annual General Meeting in May 2018.
An independent review of the Board, the Committees and the individual directors is undertaken from time to time. The last independent review was conducted in 2015.
Executive Leadership Team Evaluation (ASX Recommendation 1.7)
Formal performance reviews are conducted for all staff on an annual basis. The Executive Leadership Team's performance reviews have been conducted for the financial year ended 31 December 2018. The evaluation is based on role descriptions and agreed key performance metrics. Further details of the outcome of executive performance evaluations are set out in the Remuneration Report which is included in the Annual Report.
ASummary of the Performance Evaluation Process and Induction Process for Senior Executives and the Board can be found in the Corporate Governance page of the Company's website.
Principle 2 - Structure the Board to Add Value
Arq Group's Constitution provides for a minimum of three directors and a maximum of ten directors. One-third of the directors (with the exception of the Managing Director) must retire from office at the time of the Annual General Meeting each year. Directors are eligible for re-election. The directors who retire by rotation are those with the longest period in office since their appointment‐or the last election. The maximum period that a director can be in office before facing re election is three years. This period will sometimes be shorter due to the requirement‐that one-third must retire each year. At the time when any director is coming up for re election, the Board considers‐that question and makes a conscious decision as to whether to recommend the re election of that director to shareholders.
ARQ Group Limited published this content on 23 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 April 2019 10:28:19 UTC