The Board of Directors is responsible for the overall corporate governance of Gerard Lighting Limited.
This includes adopting the appropriate policies and procedures designed to ensure that Gerard Lighting is properly managed to protect and enhance Shareholder interests and that Directors, management and employees fulfil their functions effectively and responsibly. The Board has created a framework for managing Gerard Lighting including adopting relevant internal controls and a risk management process which it believes are appropriate for Gerard Lighting's business.
In establishing its corporate governance principles, has had regard to the ASX Corporate Governance Principles and Recommendations.
Further information about the Company's corporate governance practices is contained in the Corporate Governance Statement which forms part of the Director's Report.
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Board Charter
The Board of the Company has adopted a charter which details out the Board's responsibilities, as well as certain procedural matters for the Board's operation. Those matters which the Board has reserved to itself, that is, those decisions which are the Board's alone, are also contained in the charter.
Audit & Risk Committee Charter
The Board has established a committee of directors, the Audit and Risk Committee, with responsibility for a range of matters including: overseeing the process of financial reporting, internal control, financial and non-financial risk management and compliance and external audit.
The Audit and Risk Committee is structured to reflect the ASX Corporation Governance Council recommendations concerning the composition, operation and responsibility of audit committees.
Nomination & Remuneration Committee Charter
The Nomination Committee of the Board comprises the Chairman, the Deputy Chairman and all non-executive directors of the Company and has primary responsibility for matters of Board composition, director selection and training.
Code of Conduct
The Board acknowledges the need for Directors, executives and employees to observe the highest standards of corporate practice and business conduct. Accordingly, the Board has adopted a formal Code of Conduct to be followed by all employees and officers.
Securities Trading Policy
Gerard Lighting has adopted guidelines to take effect from Listing for dealing in securities which are intended to explain the prohibited conduct in relation to dealings in securities under the Corporations Act and to establish a best practice procedure in relation to dealings in Shares by Directors and senior employees.
Continuous Disclosure Policy
The Company has a Continuous Disclosure Policy for complying with its disclosure obligations, along with systems to support the policy.
Shareholder Communications
Gerard Lighting is committed to observing its disclosure obligations under the Corporations Act and Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of Gerard Lighting's securities.
Director Independance Guidelines
The Board considers an independent Director to be a Non-Executive Director who is not a member of Gerard Lighting's management and who is free of any business or other relationship that could materially interfere with the independent exercise of their judgement. The Board will consider the materiality of any given relationship on a case by case basis and has adopted materiality guidelines to assist in this regard.
