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MarketScreener Homepage  >  Equities  >  Australian Stock Exchange  >  IDP Education Limited    IEL   AU000000IEL5

IDP EDUCATION LIMITED

(IEL)
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IDP Education : Corporate Governance StatementOpens in a new Window

09/20/2020 | 07:25pm EST

IDP Education Limited

Corporate Governance Statement

June 2020

The Board of IDP Education Limited ("IDP" or "the Company") is committed to maximising performance, generating appropriate levels of shareholder value and financial return, and sustaining the growth and success of IDP. In conducting the business with these objectives, the Board seeks to ensure that IDP is properly managed to protect and enhance Shareholder interests, and that IDP and its directors, officers and employees operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing IDP, including adopting relevant internal controls, risk management processes and practices which it believes are appropriate for IDP's business and which are designed to promote the responsible management and conduct of IDP.

During the year the Company has had in place policies and practices which comply, except as noted, with the recommendations in the third edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

It should be noted that the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations is effective for financial years commencing 1 July 2020 (FY21). IDP is currently undertaking a body of work to ensure that IDP complies with the requirements of the revised principles and recommendations.

The key aspects of IDP's corporate governance framework and primary corporate governance practices are outlined below.

Roles and Responsibilities of the Board and Management

The Board has responsibility for setting and maintaining corporate integrity, behaviours and accountability. The Board operates in accordance with the IDP Board Charter, which is available on the IDP website. The Board Charter sets out the functions reserved to the Board. The Board reviews and approves the Board Charter on an annual basis to ensure it remains consistent with the Board's objectives and responsibilities.

Board Responsibilities

The responsibilities of the Board, as set out in the Board Charter, include:

  1. Strategy - reviewing strategic direction and approving corporate strategic initiatives developed by management;
  2. Financial performance - reviewing the Company's budget, monitoring management and financial performance;
  3. Risk management - together with the Audit and Risk Committee, overseeing the effectiveness of risk management and compliance in the organisation, including the Code of Conduct and legal compliance;
  4. Financial and other reporting - including considering and approving the Company's half-yearly and annual financial statements - and monitoring and reviewing management processes aimed at ensuring the integrity of financial and other reporting;
  5. Board performance and composition - together with the Nomination Committee, evaluating the performance of the Board, and determining its size and composition;
  6. Leadership selection - evaluating the performance of, selecting and (where appropriate) removing, the CEO, the CFO and the Company Secretary;
  7. Succession and remuneration planning - together with the Nomination Committee and the Remuneration Committee, planning for Board, CEO and senior executive succession and remuneration, and settling non- executive director remuneration within shareholder approved limits;
  8. CEO remuneration - the remuneration of the CEO is the responsibility of the Board in direct consultation with the remuneration Committee;
  9. Social responsibility - considering the social, ethical and environmental impact of the Company's activities and operations and setting standards and monitoring compliance with the Company's social responsibilities and practices;
  10. Major expenditure and capital initiatives in excess of authority levels delegated to management - approving major capital expenditure, acquisitions and divestitures, and monitoring capital management;
  11. Corporate governance - reviewing and monitoring the Company's corporate governance policies and practices;

1

  1. External auditor - together with the Audit and Risk Committee, selecting and recommending to shareholders the appointment of the external auditor; and
  2. Performing such other functions as are prescribed by law or are assigned to the Board.

Management Responsibilities

The Board has delegated authority over the day to day management of the Company and its operations to the CEO and the senior executive team. This delegation of authority includes responsibility for:

  1. developing business plans, budgets and strategies for the Board's consideration and, to the extent approved by the Board, implementing these plans, budgets and strategies;
  2. operating the Company's businesses within the parameters set by the Board from time to time and keeping the Board informed of all material developments relating to the businesses;
  3. where proposed transactions, commitments or arrangements exceed the parameters set by the Board, referring the matter to the Board for its consideration and approval;
  4. identifying and managing operational and other risks and, where those risks could have a material impact on the Company's businesses, formulating strategies for managing these risks for consideration by the Board;
  5. managing the Company's current financial and other reporting mechanisms to ensure that these mechanisms are functioning effectively to capture all relevant material information on a timely basis;
  6. implementing the Company's internal controls and procedures for monitoring these controls and ensuring that these controls and procedures are appropriate and effective;
  7. taking all reasonable steps to ensure that the Board is provided with accurate and sufficient information regarding the Company's operations on a timely basis and, in particular, that the Board is made aware of all relevant matters relating to the Company's performance (including future performance), financial condition, operating results and prospects and potential material risks so that the Board is in an appropriate position to fulfil its corporate governance responsibilities; and
  8. implementing all policies, processes and codes of conduct approved by the Board.

The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretary is responsible for coordination of all Board business, including agendas, board papers, minutes, communication with regulatory bodies and ASX, and all statutory and other filings. The roles and responsibilities of the Company Secretary are set out in the Board Charter.

All directors have an opportunity to communicate directly with the Company Secretary.

2

Board Composition and Size

The size of the Board is determined by the Board, with the support of the Nomination Committee and subject to the limits contained in the Company's Constitution, and shareholders. The minimum number of directors is three and the maximum is fixed by the Board but may not be more than eight unless a shareholders resolution is passed.

The Board comprises the following directors at the date of this report:

Name

Position

Appointed

Peter Polson

Independent Non-Executive Director and Chair

March 2007

Andrew Barkla

Managing Director and Chief Executive Officer

August 2015

Ariane Barker

Independent Non-Executive Director

November 2015

Professor David Battersby AM

Non-Executive Director *

February 2011

Chris Leptos AM

Independent Non-Executive Director

November 2015

Professor Colin Stirling

Non-Executive Director *

February 2018

Greg West

Non-Executive Director *

December 2006

  • Professor David Battersby, Professor Colin Stirling and Greg West are directors of the Company's major shareholder,
    Education Australia Limited and as such cannot be considered independent directors for purposes of the Constitution.

Director Independence

The Company's Constitution requires that the Chair will be an independent director. Mr Peter Polson is an independent director. The roles of Chair and CEO are not exercised by the same individual.

The Company's Constitution requires that a majority of the Board is to be comprised of "A Class" directors. "A Class" directors includes Education Australia Limited affiliated directors as well as independent directors

Recommendation 2.4 of the third edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations states that "a majority of the board of a listed entity should be independent directors". An independent director is a non-executive director who is not a member of management and is free of any business or other relationship or circumstance that could materially interfere with the exercise of objective, unfettered or independent judgment, having regard to the best interests of the company as a whole.

The Board does not comprise a majority of independent directors and as such does not comply with Recommendation 2.4.

Notwithstanding that a majority of the Board is not compromised of independent directors, the Board considers that, collectively, the directors bring an objective and independent judgement to its decision-making processes and that each of the directors make a valuable contribution to the Company. Furthermore, the directors believe that they are able to objectively analyse the issues before them in the best interests of all Shareholders and in accordance with their duties as directors.

Directors are able to access members of senior management to request relevant information in their role as a non- executive director.

Directors are entitled to seek independent professional advice at the Company's expense relating to their role as a director, subject to the prior consultation with the Chair.

3

Board Skills and Experience

It is the Board's policy that the non-executive directors, with the executive directors, comprise an appropriate mix of skills to provide the necessary breadth and depth of knowledge and experience to meet the Board's responsibilities and objectives. It is intended that the Board will be made up of directors with a broad range of skills, expertise and experience, and from a diverse range of backgrounds, including gender. For further information on the directors, please refer to the Directors' Report in the 30 June 2020 Annual Report.

The skills matrix below sets out the Board's current mix of skills and experience. Its structure reflects the areas relevant to the business of the Company. Each area is adequately represented by the Board. Directors are encouraged to continue with ongoing professional development to maintain the skills and knowledge to perform their roles effectively.

Skills, Experience and Expertise Matrix

Strategic Areas

Skills

Leadership and strategy

Outside directorships

Senior management positions

Appropriately represents the organisation

Sets and instils an appropriate Board and organisational culture

Makes and takes responsibility for decisions and actions

Corporate Governance

Experience in the governance of organisations

Public company corporate governance literacy

Ability to assess the effectiveness of management

Membership of governance industry bodies or organisations

Financial Acumen

Financial reporting literacy

Experience in managing financial risks and controls

Exposure to accounting standard requirements

Analysis of key financial statements to critically assess financial

viability and performance

Contributes to the strategic financial planning and budget process

Accounting or finance qualification

Risk and Compliance

Relevant risk and compliance management experience

Ability to identify risk, monitor risks and provide guidance on mitigation

strategies

Provide guidance on the development and implementation of

organisational policies to ensure governance

Regulatory awareness

Sectoral Exposure

Experience in the International Education sector

(Education Services)

International business experience

Senior management experience leading international business

divisions

People and Remuneration

Remuneration regulation and structuring

Human capital management experience

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Idp Education Ltd. published this content on 21 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2020 23:24:06 UTC


© Publicnow 2020
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