Corporate Governance

The Board has an Audit Committee, which operates under a charter approved by the Board.  It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity and ensure compliance with ASX Listing Rule disclosure requirements.   This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, external reporting and the reliability of financial information as well as non‑financial considerations such as the benchmarking of operational key performance indicators.

The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit Committee. The Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports.  The Corporate Governance Principles recommend that all Audit Committee members are non-executive. CPT Global only has two non-executive directors, therefore an executive director (Gerry Tuddenham) has also been appointed to the Audit Committee. The members of the Audit Committee during the year were:

• Deborah Hadwen (C)

• Steve Targett

• Gerry Tuddenham

The Board has a Remuneration and Nomination Committee which meets to ensure that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of director. The Committee is also responsible for ensuring that adequate resourcing levels are maintained, setting and monitoring employment conditions, reviewing the performance of executive directors and senior management and setting the scale of their remuneration. The Remuneration and Nomination Committee comprises all of the non‑executive directors. The remuneration and Nomination Committee comprised the following members throughout the year:

• Steve Targett (C)
• Gerry Tuddenham (non-voting member)
• Deborah Hadwen

The Board is committed to its core governance values of integrity, respect, trust and openness among and between board members, management, employees, clients and suppliers. These values are enshrined in the Board’s Code of Conduct which requires all directors, management and employees to at all times:

• act honestly and in good faith;

• exercise due care and diligence in fulfilling the functions of office;

• avoid conflicts and make full disclosure of any possible conflict of interest;

• comply with both the letter and spirit of the law;

• encourage the reporting and investigation of unlawful and unethical behaviour; and

• comply with the share trading policy outlined in the Code of conduct.

Directors are obliged to be independent in judgement and ensure all reasonable steps are taken to ensure that the Board’s core governance values are not compromised in any decisions the Board makes.