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CORPORATE GOVERNANCE

Constitution Board Committees
Rights of Shareholders                 Financial Reporting                 
Market Disclosure Risk Management
Ethical Decision Making Diversity Issues
Privacy Policy Credit Reporting Policy

 
Constitution

The Warrnambool Cheese & Butter constitution was approved by shareholders at the General Meeting held 9 May 2014.
 

Board Committees

The Directors establish board committees whose function is to assist the Board to carry out its duties in specific areas. In this respect the Audit & Risk, Nominations & Remuneration and Supplier Relations & Pricing Policy committees assist the Board in meeting its statutory and stakeholder commitments and obligations. All committees report to the Board on a regular basis.

Committee Membership
 
Audit & Risk
Neville Fielke (Chair)
Louis-Philippe Carrière
Terry Richardson

Lino A Saputo, Jr
Dino Dello Sbarba

Bruce Vallance
Nominations & Remuneration
Neville Fielke (Chair)
Louis-Philippe Carrière
Terry Richardson

Lino A Saputo, Jr
Dino Dello Sbarba

Bruce Vallance
 
Supplier Relations & Pricing Policy
Bruce Vallance (Chair)
Neville Fielke
Terry Richardson

Audit & Risk Committee
Under its charter, the Audit & Risk Committee reviews the appropriateness of the Company’s accounting systems, procedures and controls, and ensures there is regulatory and statutory compliance, risk management and review of the audit function. The committee meets regularly and makes appropriate recommendations to the Board as required.

Nominations & Remuneration Committee
The purpose and charter of this committee is to make recommendations as to the appointment of senior executives, non executive and executive directors; board and executive remuneration matters; executive succession planning and executive salary packages; development and implementation of programs for director training and education; and evaluation and monitoring of the Board’s performance.

Supplier Relations & Pricing Policy Committee
The purpose and charter of this committee is to recommend the payment systems, productivity amounts and incentives for milk payments; to liaise with and be an effective communication channel between the Company and its milk suppliers by organising functions, events and surveys; to arrange for various communications in a timely manner; to recommend to the Board where WCB should seek industry representation, or should support representation by other entities or individuals; to make recommendations to the Board regarding the Company’s position in relation to industry policy initiatives; and to ensure that relevant issues are communicated to WCB stakeholders as appropriate. The Board determines the milk price upon recommendations from management.
   

Rights of Shareholders

The President & COO is responsible for implementing the communications strategy. The process is assisted by a website to improve shareholder communication and to make public various Company publications in an electronic format. Shareholder communications are also enhanced by the presence of the auditors at the Annual General Meeting (AGM) with the Chairman’s announcement that the auditors are present and available to answer questions regarding the conduct of their audit.
 

Financial Reporting

The Board, through its Audit & Risk Committee, has implemented steps to assist in the verification and safeguarding of the integrity of the Company’s financial reporting system. The President & COO and Chief Financial Officer attest to the accuracy, correctness and compliance with accounting standards and statutory regulation of the accounts. The composition and processes of the Audit & Risk Committee have been structured and established in accordance with the ASX guidelines, further enhancing the integrity of the financial reporting process.
 

Market Disclosure

The Corporations Act 2001 (Cwlth) imposes continuous and periodic disclosure obligations to the ASX as well as its statutory obligations of disclosure. To enable the Company to comply with its disclosure obligations it has adopted a Continuous Disclosure Policy and associated procedures. In brief terms, the policy provides for a process of notification of matters that may be required to be disclosed to the market. The President & COO, in consultation with the Board where appropriate or necessary, is responsible for deciding if information should be disclosed to the ASX. The announcements made to the ASX to date are available on the ASX website.  
 

Risk Management

The Company, through the executive team and the Audit & Risk Committee, continually reviews its risk profile. The Company has implemented an Internal Risk Review program to identify and manage risks. To assist in the management of risk, the Company has a number of policies that address both operational and financial risk. These policies include risk management, occupational health and safety, foreign exchange hedging, fraud and corruption, share trading, continuous disclosure, whistleblower and credit control. The Audit & Risk Committee reviewed the Company’s risk management framework and risk profile in May 2016.
 

Ethical Decision Making

The Board has taken steps to promote ethical and responsible decision making within the Company. A general Code of Ethics is applicable to all employees and Directors. The Code covers such topics as conflicts of interest, fair dealing of suppliers and customers, the protection of Company assets and opportunities, and the encouragement of the reporting of unlawful or unethical behaviours. To complement the Code, the Company has adopted whistleblower and fraud and corruption control policies.  The Company has also adopted a share trading policy that regulates share trading by Directors, Associate Directors, senior management and specified employees who have day-to-day access to the Company’s financial position. The Board, Chairman and Company Secretary monitor the policy. The statutory provisions contained in the Corporations Act “insider trading” provisions supplement the policy.
 

Diversity Issues

The Company has adopted a diversity policy.

WCB’s Diversity Policy, adopted in 2011, continues to support a culture of attracting, retaining and developing a diverse range of talent. The principles of the Policy also support the Company’s Equal Employment Opportunity (EEO) Policy. In August 2013, a Diversity Council was established with the charter to promote diversity within WCB through enhancing awareness of diversity and inclusion concerns, raising critical diversity issues and providing guidance on policies and programs to address diversity issues. WCB’s 2015 annual mandatory EEO training, with a “Workplace Behaviours” theme, was successfully rolled out across the business in interactive workshops.
 

Privacy Policy

WCB is committed to meeting its compliance obligations and protecting personal information.  View WCB's Privacy Policy here.
 

Credit Reporting Policy

WCB is a 'Credit Provider' for the purposes of the Privacy Act 1988 (Cth), bound by the credit reporting provisions in the Privacy Act, and are subject to the Credit Reporting Code registered under that Act.

This Credit Reporting Policy provides you with information about how we collect, use, disclose and manage your Personal Credit Information, Credit Reporting Information and Credit Eligibility Information (Credit-Related Information). This Policy does not apply to the collection or use of Credit-Related Information about corporations.

You should read this Credit Reporting Policy in conjunction with the WCB Privacy Policy.
 
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