Each of the ASX Corporate Governance Council's principles of good governance is set out below. Please click on each principle for details of Perpetual's approach.
- Lay solid foundations for management and oversight
- Structure the board to add value
- Promote ethical and responsible decision-making
- Safeguard integrity in financial reporting
- Make timely and balanced disclosure
- Respect the rights of shareholders
- Recognise and manage risk
- Encourage enhanced performance
- Remunerate fairly and responsibly
- Recognise the legitimate interest of stakeholders
1. Lay solid foundations for management and oversight
1.1 Formalise and disclose the functions reserved to the board and those delegated to managment. View details.
2. Structure the Board to add value
2.1 A majority of the board should be independent directors. View details.
2.2 The chairperson should be an independent director. View details.
2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual. View details.
2.4 The board should establish a nomination committee. View details.
2.5 Provide the information indicated in Guide to Reporting on Principle 2.
Information is provided on this website and/or in our 2006 Annual Report.
3. Promote ethical and responsible decision-making
3.1 Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to:
- the practices necessary to maintain confidence in the company's integrity
- the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. View details.
3.2 Disclose the policy concerning trading in company securities by directors, officers and employees. View details.
3.3 Provide the information indicated in Guide to Reporting on Principle 3.
Information is provided on this website and/or in our 2006 Annual Report.
4. Safeguard integrity in financial reporting
4.1 Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the board that the company's financial reports present a true and fair view, in all material respects, of the company's financial condition and operational results and are in accordance with relevant accounting standards. View 2006 Annual Report.
4.2 The board should establish an audit committee. View details.
4.3 Structure the audit committee so that it consists of :
- only non-executive directors
- a majority of independent directors
- an independent chairperson, who is not chairperson of the board
- at least three members View details.
4.4 The audit committee should have a formal charter. View details.
4.5 Provide the information indicated in Guide to Reporting on Principle 4.
Information is provided on this website and/or in our 2006 Annual Report.
5. Make timely and balanced disclosure
5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance. View details.
5.2 Provide the information indicated in Guide to Reporting on Principle 5.
Information is provided on this website and/or in our 2006 Annual Report.
6. Respect the rights of shareholders
6.1 Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. View details.
6.2 Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report. View details.
7. Recognise and manage risk
7.1 The board or appropriate board committee should establish policies on risk oversight and management. View details.
7.2 The chief executive officer or equivalent and the chief financial officer should state to the board in writing that:
7.2.1 the statement given in accordance with best practice recommendation 4.1 is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board
7.2.2 the companys risk management and internal compliance and control system is operating efficiently and effectively in all material respects. View 2006 Annual Report.
7.3 Provide the information indicated in Guide to Reporting on Principle 7.
Information is provided on this website and/or in our 2006 Annual Report.
8. Encourage enhanced performance
8.1 Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives. View details.
9. Remunerate fairly and responsibly
9.1 Provide disclosure in relation to the company's remuneration policies to enable investors to understand
- the costs and benefits of those policies, and
- the link between remuneration paid to directors and key executives and corporate performance. View 2006 Annual Report.
9.2 The board should establish a remuneration committee. View details.
9.3 Clearly distinguish the structure of non-executive directors' remuneration from that of executives. View 2006 Annual Report.
9.4 Ensure that the payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders. View 2006 Annual Report.
9.5 Provide the information indicated in Guide to Reporting on Principle 9.
Information is provided on this website and/or in our 2006 Annual Report.
10. Recognise the legitimate interest of stakeholders
10.1 Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders. View details
