Corporate Governance Statement. for the year ended 30 June 2016

Transcription

1 Crprate Gvernance Statement fr the year ended 30 June 2016

2 Crprate Gvernance Statement Fr the year ended 30 June 2016 MMA Offshre Limited (MMA r Cmpany) is cmmitted t a high level f crprate gvernance and prmting a culture that values trust, cperatin and mutual respect. Our Bard is a strng advcate f gd crprate gvernance and believes that a high standard f crprate gvernance is paramunt fr sustainable lng-term perfrmance and value creatin. Our Bard is cmmitted t fulfilling its crprate gvernance bligatins and respnsibilities in the best interests f the Cmpany and its stakehlders. We regularly review and update the Cmpany s gvernance plicies and practices having regard t crprate gvernance develpments and best practice. This Crprate Gvernance Statement utlines the Cmpany s key crprate gvernance plicies and practices fr the financial year ended 30 June 2016 and is current as at 19 September 2016 (Statement). This Statement has been apprved by the Bard. Cmpliance with Australian Crprate Gvernance Standards As at the date f this Statement, we cmply with the 3 rd editin f the ASX Crprate Gvernance Cuncil s Crprate Gvernance Principles and Recmmendatins (3 rd Editin ASX Recmmendatins). Access t plicies and dcuments The crprate gvernance plicies and dcuments referred t in this Statement can be fund n the Crprate Gvernance page f ur website at Our ASX Appendix 4G and 2016 Annual Reprt can als be fund n the Crprate Gvernance page f ur website. This Statement and ur ASX Appendix 4G was ldged with the ASX n 19 September PRINCIPLE 1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 1.1 A listed entity shuld disclse: (a) the respective rles and respnsibilities f its bard and management; and (b) thse matters expressly reserved t the bard and thse delegated t management The Bard is respnsible fr apprving the bjectives and directin f the Cmpany, fr guiding and mnitring the management f the Cmpany t achieve its strategic plans. The Bard aims t increase sharehlder value by maximising the Cmpany s perfrmance while taking int accunt the interests f ther stakehlders, including the wider cmmunity in which it perates. The Cmpany has a Bard Charter which clearly establishes the relatinship between the Bard and Senir Executives and describes their separate rles and respnsibilities (see clauses 1 and 3 f the Bard Charter fr the delineatin f their separate rles and respnsibilities). A cpy f the Bard Charter can be MMA Offshre Limited ABN Page 1 f 27

3 Recmmendatin 1.2 A listed entity shuld: (a) undertake apprpriate checks befre appinting a persn, r putting frward t security hlders a candidate fr electin, as a directr; and (b) prvide security hlders with all material infrmatin in its pssessin relevant t a decisin n whether r nt t elect r re-elect a directr Recmmendatin 1.3 A listed entity shuld have a written agreement with each directr and senir executive setting ut the terms f their appintment fund n the Crprate Gvernance page f ur website at The Bard has delegated t the Managing Directr and Senir Executives authrity ver the day t day management f the Cmpany and its peratins. Despite this delegatin f authrity, the Bard maintains ultimate respnsibility fr strategy and cntrl f the Cmpany and its businesses. Our prcess fr the selectin, nminatin and appintment f Directrs invlves a frmal selectin prcess crdinated by the Nminatin and Remuneratin Cmmittee. As part f this prcess, the Nminatin and Remuneratin Cmmittee makes recmmendatins t the Bard n the necessary and desirable cmpetencies f directrs t ensure that the Bard has an apprpriate mix f skills, experience, expertise and diversity t enable it t discharge its respnsibilities and deliver the Cmpany s crprate bjectives. The Nminatin and Remuneratin Cmmittee wrks with the Bard t set the criteria abut the general qualificatins and experience, as well as the specific qualificatins that a candidate shuld pssess. Prir t the Nminatin and Remuneratin Cmmittee recmmending that a ptential candidate be appinted t the Bard, apprpriate checks are undertaken n the candidate, including checks as t the candidate s character, experience, educatin, criminal recrd and bankruptcy histry and any ther checks the Nminatin and Remuneratin Cmmittee cnsiders apprpriate. Further detail abut the prcedure fr the selectin and appintment f new directrs, re-electin f incumbent directrs and the Bard s plicy fr the nminatin and appintment f directrs is set ut in the Nminatin and Remuneratin Cmmittee Charter. A cpy f the Nminatin and Remuneratin Cmmittee Charter can be fund n the Crprate Gvernance page f ur website at The Cmpany als prvides sharehlders with all material infrmatin in ur pssessin that is relevant t a decisin whether r nt t elect r re-elect a Directr in ur Ntices f Meeting. We have written agreements in place with each f ur Directrs and Senir Executives which set ut the terms f their appintment. A summary f the key terms f the emplyment cntracts that we have in place with the Managing Directr and Senir Executives can be fund in the Directr s Reprt n page 52 f the Annual Reprt. MMA Offshre Limited ABN Page 2 f 27

4 Recmmendatin 1.4 The cmpany secretary f a listed entity shuld be accuntable directly t the bard, thrugh the chair, n all matters t d with the prper functining f the bard Recmmendatin 1.5 A listed entity shuld: (a) have a diversity plicy which includes requirements fr the bard r a relevant cmmittee f the bard t set measurable bjectives fr achieving gender diversity and t assess annually bth the bjectives and the entity s prgress in achieving them; (b) disclse that plicy r a summary f it; (c) disclse as at the end f each reprting perid the measurable bjectives fr achieving gender diversity set by the bard r a relevant cmmittee f the bard in accrdance with the entity s diversity plicy and its prgress twards achieving them, and either: (1) the respective prprtins f men and wmen n the The Cmpany Secretary reprts directly t the Bard thrugh the Chairman, n all matters t d with the prper functining f the Bard and all Directrs have access t the Cmpany Secretary. The Cmpany Secretary s rle in respect f matters relating t the prper functining f the Bard includes: advising the Bard and its Cmmittees n gvernance matters; mnitring cmpliance with Bard and Cmmittee plicies and prcedures; crdinating the timely cmpletin and despatch f Bard and Cmmittee papers; ensuring that the business at Bard and Cmmittee meetings is accurately captured in the minutes; and helping t rganise and facilitate the inductin and prfessinal develpment f the Directrs. Details f the Cmpany Secretary s experience and qualificatins are set ut n page 37 f ur 2016 Annual Reprt. The Cmpany has a Diversity Plicy which is available n the Crprate Gvernance page f ur website at We recgnise the benefits t be gained frm a wrkfrce that brings tgether a range f skills, backgrunds and experiences. By prmting and maintaining a diverse wrkfrce, we seek t attract and retain the best talent t deliver the best results fr bth the Cmpany and ur sharehlders. We believe that diversity within the MMA Grup will cntribute t achieving ur verall strategic bjectives by: driving business results; encuraging greater innvatin; enhancing ur reputatin; and attracting, recruiting, engaging and retaining a diverse team f high quality peple. Diversity Cmmittee T assist with prmting ur bjective t facilitate greater gender diversity at all levels within ur Cmpany, we have established a Diversity Cmmittee and appinted a Diversity Manager respnsible fr: assisting the Bard with diversity issues; establishing and mnitring strategies n gender diversity; implementing the measurable bjectives set by the Bard; and MMA Offshre Limited ABN Page 3 f 27

5 bard, in senir executive psitins and acrss the whle rganisatin (including hw the entity has defined senir executive fr these purpses); r (2) if the entity is a relevant emplyer under the Wrkplace Gender Equality Act, the entity s mst recent Gender Equality Indicatrs, as defined in and published under that Act reviewing achievements and prgress against gender diversity bjectives. Measurable Objectives The Bard is respnsible fr establishing measurable bjectives fr achieving greater gender diversity at all levels f the MMA Grup (including n the Bard) (Measurable Objectives). Management is respnsible fr implementing initiatives t achieve the Measurable Objectives. The Managing Directr has a discretin regarding the specific initiatives which will be implemented by management t achieve these Measurable Objectives. As explained in ur 2012 Annual Reprt, we have set these Measurable Objectives fr a 5 year perid cmmencing frm 1 July 2011 and ending n 30 June The Cmpany s prgress twards achieving these Measurable Objectives during the reprting perid and at the end f the 5 year perid (ie as at 30 June 2016) is reprted in the table belw. Measurable Objective Amend the Bard Charter and the Charter f the Nminatin and Remuneratin Cmmittee t frmalise its respnsibility fr diversity and fr the Nminatin and Remuneratin Cmmittee t review remuneratin by gender acrss the Cmpany Appint a Diversity Manager and establish a Diversity Cmmittee Prgress as at 30 June 2016 This bjective has been achieved as the Bard Charter and the Charter f the Nminatin and Remuneratin Cmmittee have been s amended. The Nminatin and Remuneratin Cmmittee has annually reviewed remuneratin by gender acrss the Cmpany. The Nminatin and Remuneratin Cmmittee has nce again set the review f remuneratin by gender acrss the Cmpany as a Measurable Objective fr the 2017 financial year. This bjective has been achieved. We have appinted a Diversity Manager and established a Diversity Cmmittee. The Diversity Cmmittee (cmprising f the Managing MMA Offshre Limited ABN Page 4 f 27

6 Directr, Diversity Manager and senir female managers within the Cmpany) has met n a regular basis t versee the implementatin f the Diversity Plicy and the achievement f the Measurable Objectives set by the Bard. Increase the representatin f wmen in Senir Executive psitins by 2016 t represent at least 10% Increase the representatin f wmen in Senir Management psitins by 2016 t represent at least 30% Appint at least 2 female Directrs t the Bard Imprve supprt fr pregnancy and maternity leave and prvide flexible wrking arrangements The Managing Directr is Chairman f the Diversity Cmmittee and reprts directly t the Nminatin and Remuneratin Cmmittee in relatin t diversity matters. The Diversity Cmmittee will cntinue t meet n at least a quarterly basis during the 2017 financial year. This bjective has been met. Representatin f wmen in Senir Executive psitins at the end f 2016 financial year was 14.3%. This bjective has been met. Representatin f wmen in Senir Management psitins has increased t 30% at the end f 2016 financial year (2015: 19.2%). We have achieved this bjective in part. Ms Eve Hwell was appinted as a Directr t the Bard n 27 February This bjective has been met. Thrugh the implementatin f its Parental Leave Plicy, the Cmpany has been able t prvide better supprt fr pregnant wmen in the wrkplace and fr wmen cmmencing and returning frm maternity leave. MMA Offshre Limited ABN Page 5 f 27

7 Fster an equal pprtunity culture The Diversity Cmmittee mnitrs the applicatin f the Parental Leave Plicy and reprts the Cmpany s prgress t the Nminatin and Remuneratin Cmmittee. The Cmpany has als undertaken an annual review f all part-time wrk arrangements t ensure that they are apprpriate t maintain career develpment and supprt wrk/life balance. The Cmpany remains cmmitted t imprving supprt fr pregnancy and maternity leave and prviding flexible wrking arrangements and has nce again set this as a Measurable Objective fr the 2017 financial year. The Cmpany cnsiders that it has made substantial prgress twards its bjective f fstering an equal pprtunity culture ver the past 5 years. This year the Cmpany further enhanced the recruitment prcedure (which aims t create a mre effective, transparent recruitment prcess based bth n merit and the aims f the Cmpany in achieving greater diversity). During the financial year, the Cmpany measured its prgress twards meeting its diversity bjectives via the Wrkplace Gender Equality Agency (WGEA) Diversity Reprt. The Cmpany will cntinue MMA Offshre Limited ABN Page 6 f 27

8 t cnduct a Diversity review annually t measure its prgress and the effectiveness f the plicies, prcedures and initiatives it has implemented in this regard and has nce again set this as a Measurable Objective fr the 2017 financial year. Imprve talent management high ptential wmen within the Cmpany are identified and develped fr career prgressin The Cmpany cnsiders that it has made significant prgress twards its bjective f imprving talent management within the Cmpany. The Diversity Cmmittee has undertaken initiatives t prmte career develpment fr high ptential wmen within the Cmpany. These initiatives included advanced study, mentring f senir managers and the preparatin f individualised develpment plans fcusing n external and internal training and develpment pprtunities t enhance career prgressin. The Cmpany remains cmmitted t imprving talent management fr high ptential wmen and has nce again set this as a Measurable Objective fr the 2017 financial year The Bard has established the fllwing Measurable Objectives fr the 2017 financial year which it cnsiders apprpriate in the current circumstances: undertake a gender pay equity review acrss the Cmpany and address any discrepancies which arise as a result f the review; Diversity Cmmittee t meet n at least a quarterly basis during the financial year and reprt its prgress t the Nminatin and Remuneratin Cmmittee; MMA Offshre Limited ABN Page 7 f 27

9 Recmmendatin 1.6 A listed entity shuld: (a) have and disclse a prcess fr peridically evaluating the perfrmance f the bard, its cmmittees and individual directrs; and (b) disclse, in relatin t each reprting perid, whether a perfrmance cntinue t prvide supprt fr pregnancy and maternity leave and prvide flexible wrking arrangements; fster an equal pprtunity culture thrugh mnitring the recruitment prcess and undertaking a Diversity review in line with the Cmpany s aims f achieving greater diversity; and encurage training and persnal develpment fr high ptential wmen t assist in furthering their career gals. Diversity Prfile At the date f this Statement, the prprtin f wmen emplyees within the Cmpany is as fllws: n the Bard 16.7% (2015: 16.7%); in Senir Executive psitins 14.3% (2015: 14.3%); in Senir Management psitins 30% (2015: 19.2%); within the whle Cmpany: excluding seafarers: 34.7%; and including seafarers: 10.1%. The prprtin f wmen within the Cmpany as a whle (excluding seafarers) is 34.7%. When taking int accunt seafarers, the prprtin f wmen within the Cmpany is 10.1% (2015:- 14.2%) as seafaring is nt generally a prfessin that wmen chse. The decrease in the prprtin f wmen within the Cmpany (including seafarers) when cmpared t 2015 is due t current ecnmic cnditins - natural attritin (withut replacement), prject specific emplyment cntracts cming t an end and redundancies have ccurred during the 2016 financial year - particularly in nn-peratinal rles. We define a Senir Executive as a persn wh is a member f ur Executive Management team that reprts directly t the Managing Directr. Senir Management is defined as a manager wh reprts directly t a member f ur Executive Management team. A perfrmance evaluatin f the Bard, its Cmmittees and Directrs is undertaken annually. These perfrmance reviews are cnducted by the Nminatin and Remuneratin Cmmittee and generally with the assistance f an independent, external crprate gvernance cnsultant. Further details abut ur prcess fr peridically evaluating the perfrmance f the Bard, its Cmmittees and the Directrs are set ut in sectin 13 and Appendix J f the Bard Charter. A cpy f the Bard Charter is available n the Crprate Gvernance page f ur website at MMA Offshre Limited ABN Page 8 f 27

10 evaluatin was undertaken in the reprting perid in accrdance with that prcess Recmmendatin 1.7 A listed entity shuld: (a) have and disclse a prcess fr peridically evaluating the perfrmance f its senir executives; and (b) disclse, in relatin t each reprting perid, whether a perfrmance evaluatin was undertaken in the reprting perid in accrdance with that prcess During the reprting perid, a perfrmance evaluatin f the Bard, its Cmmittees and Directrs was undertaken in accrdance with the abve mentined prcedure. This evaluatin was carried ut by the Nminatin and Remuneratin Cmmittee with the assistance f an independent, external crprate gvernance cnsultant, Effective Gvernance, and invlved a review f the perfrmance f the Bard, its Cmmittees and the Directrs, including the Chairman. The recmmendatins arising frm this evaluatin have been implemented by the Bard. The perfrmance f Senir Executives is reviewed n an annual basis. Further details f the perfrmance review prcess fr Senir Executives is set ut in Appendix J f the Bard Charter. A cpy f the Bard Charter is available n the Crprate Gvernance page f ur website at During the reprting perid, a perfrmance evaluatin f ur Senir Executives was undertaken in accrdance with the prcess described abve and as detailed in the Remuneratin Reprt n pages f ur 2016 Annual Reprt. MMA Offshre Limited ABN Page 9 f 27

11 PRINCIPLE 2 STRUCTURE THE BOARD TO ADD VALUE Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 2.1 The bard f a listed entity shuld: (a) have a nminatin cmmittee which: (1) has at least three members, a majrity f whm are independent directrs; and (2) is chaired by an independent directr, and disclse: (3) the charter f the cmmittee; (4) the members f the cmmittee; and (5) as at the end f each reprting perid, the number f times the cmmittee met thrughut the perid and the individual attendances f the members at thse meetings; r (b) if it des nt have a nminatin cmmittee, disclse that fact and the prcesses it emplys t address bard successin issues and t ensure that the bard has the apprpriate balance f skills, knwledge, experience, independence and diversity t enable it t discharge its duties and respnsibilities effectively We have a Nminatin and Remuneratin Cmmittee that cmprises f the fllwing members: Mr M Bradley (Chairman) Independent, Nn-Executive Directr Mr A Hwarth Independent, Nn-Executive Directr Mr A Edwards Independent, Nn-Executive Directr Ms E Hwell Independent, Nn-Executive Directr As at the date f this Statement (and thrughut FY2016), the Nminatin and Remuneratin Cmmittee cmprised slely f Nn-Executive Directrs all f whm are independent and the Chair f the Nminatin and Remuneratin Cmmittee is an independent Nn-Executive Directr wh is nt the Chair f the Bard. The Nminatin and Remuneratin Cmmittee has a frmal Charter which sets ut, amngst ther things, the specific respnsibilities f the Nminatin and Remuneratin Cmmittee. A cpy f the Charter can be fund n the Crprate Gvernance page f ur website at Details f the number f meetings held by the Nminatin and Remuneratin Cmmittee during FY2016 and the attendance at thse meetings are set ut in the Directrs Reprt n page 39 f ur 2016 Annual Reprt. Infrmatin f the qualificatins f each member f the Nminatin and Remuneratin Cmmittee can als be fund in the Bard f Directrs sectin n pages f ur 2016 Annual Reprt. As annunced at the Cmpany s 2015 Annual General Meeting, Mr Bradley has given ntice t the Bard f his intentin t retire as a directr at the 2016 Annual General Meeting. Fllwing his retirement, the Nminatin and Remuneratin Cmmittee will cmprise f three members and Ms Hwell will be appinted as the Chair f the Cmmittee. Ms Hwell is an independent Nn- Executive Directr wh is nt the Chair f the Bard and wh the Bard cnsiders is suitably qualified t assume the rle as Chair f the Nminatin and Remuneratin Cmmittee. MMA Offshre Limited ABN Page 10 f 27

12 Recmmendatin 2.2 A listed entity shuld have and disclse a bard skills matrix setting ut the mix f skills and diversity that the bard currently has r is lking t achieve in its membership There are currently six Directrs n the Bard, cmprising f five Nn-Executive Directrs and ne Executive Directr (the Managing Directr). Details f the Directrs, including their qualificatins, experience and length f service can be fund in the Directrs Reprt n pages f ur 2016 Annual Reprt. We are cmmitted t ensuring that the cmpsitin f ur Bard cmprises directrs wh bring an apprpriate mix f skills, experience, expertise and diversity t Bard decisin making. The Bard uses a skills matrix t assist in identifying areas f fcus and t maintain an apprpriate and diverse mix in its membership. Whilst the skills matrix is a useful tl, it is nt the nly basis f criteria applying t directr appintments. The Bard skills matrix sets ut the mix f skills, experience and expertise that the Bard currently has and is lking t achieve in its membership. BOARD SKILLS MATRIX Area Leadership Business and Technical Gvernance and Stakehlder Management Industry Gegraphical Cmpetence Business Management Experience, CEO and Executive Management Experience, Public Listed Cmpany Experience, Bard Experience (Executive and Nn-Executive) Accunting, Audit, Business Strategy, Banking & Finance, Risk Management, Business Administratin, Health, Safety & Security, Engineering Crprate Gvernance, Cmpliance, Cultural Affairs, Envirnmental and Scial Respnsibility, Industrial Relatins, Remuneratin, Audit & Risk Lgistics and Marine Transprtatin Experience, Oil and Gas Industry Experience, Shipping, Stevedring, Supply Base Operatins and Management, Shipbuilding and Ship Repair Experience Australasian, Suth East Asian and Internatinal Experience The Bard cnsiders that cllectively the Directrs pssess an apprpriate mix f skills, knwledge and experience t enable the Bard t discharge its respnsibilities and deliver the Cmpany s MMA Offshre Limited ABN Page 11 f 27

13 Recmmendatin 2.3 A listed entity shuld disclse: (a) the names f the directrs cnsidered by the bard t be independent directrs; (b) if a directr has an interest, psitin, assciatin r relatinship f the type described in Bx 2.3 but the bard is f the pinin that it des nt cmprmise the independence f the directr, the nature f the interest, psitin, assciatin r relatinship in questin and an explanatin f why the bard is f that pinin; and (c) the length f service f each directr crprate bjectives. The Bard benefits frm the cmbinatin and mixture f Directrs individual expertise, experience and skills in particular areas, as well as the varying insights and perspectives that arise frm the cllabratin f Directrs with diverse backgrunds. As mentined abve, the Cmpany annunced at its 2015 Annual General Meeting that Mr Bradley will retire as a directr at the 2016 Annual General Meeting. Fllwing Mr M Bradley s retirement, the Bard will cmprise f five Directrs being fur Nn-Executive Directrs and ne Executive Directr (the Managing Directr). Given the verall perfrmance f the Cmpany and current market cnditins, the Bard is nt intending t appint a replacement Directr at this stage. The Cmpany s Bard and Senir Executive Management Mdel is illustrated belw. Length f Service f each Directr Details f each Directr and the perid f ffice held as at the date f this Statement are as fllws: Name Directr Status Year f Appintment Mr M Bradley Mr A Hwarth Mr J Weber Mr A Edwards Ms E Hwell Nn-Executive Directr Nn-Executive Directr (Chairman) Managing Directr/CEO Nn-Executive Directr Nn-Executive Directr Perid in Office years years years years years MMA Offshre Limited ABN Page 12 f 27

14 Mr CG Heng Directr Independence Nn-Executive Directr years The Bard recgnises the valuable cntributin that independent Directrs bring t gd crprate gvernance. All Directrs, whether independent r nt, are required t act in the best interests f the Cmpany and t exercise unfettered and independent judgment. The Bard regularly reviews the independence f each Nn- Executive Directr. The Bard assesses the independence f new Directrs upn appintment and reviews their independence, and the independence f the ther Directrs, annually and as apprpriate. The Bard cnsiders that an independent Directr is a Nn- Executive Directr wh is free f any interest, psitin, assciatin r relatinship that culd influence, r reasnably be perceived t influence, in a material respect the Directr s capacity t bring an independent judgement t bear n issues befre the Bard and t act in the best interests f the Cmpany and its sharehlders generally. When assessing the independence f a Directr, the Bard cnsiders the matters ptentially affecting the independent status f a Directr as described in Bx 2.3 f the 3 rd Editin ASX Recmmendatins. The Bard may determine that a Directr is independent ntwithstanding the existence f an interest, psitin, assciatin r relatinship f the kind described in Bx 2.3 f the 3 rd Editin ASX Recmmendatins. Hwever, in such a case, the Bard will disclse the reasns fr making its determinatin. If at any time during the year a Directr ceases r may have ceased t be independent, they are required t advise the Chairman immediately and a change in a Directr s independent status will be disclsed and explained t the market in a timely fashin. Of the six current Bard members, the fllwing five Directrs are cnsidered by the Bard t be independent: Mr A Hwarth Chairman, Nn-Executive Directr Mr M Bradley Nn-Executive Directr Mr A Edwards Nn-Executive Directr Ms E Hwell Nn-Executive Directr MMA Offshre Limited ABN Page 13 f 27

15 Recmmendatin 2.4 A majrity f the bard f a listed entity shuld be independent directrs Recmmendatin 2.5 The chair f the bard f a listed entity shuld be an independent directr and, in particular, shuld nt be the same persn as the CEO f the entity Recmmendatin 2.6 A listed entity shuld have a prgram fr inducting new Mr CG Heng Nn-Executive Directr Mr J Weber, the Managing Directr, is nt cnsidered by the Bard t be independent. In assessing the independence f each Directr, and in line with Bx 2.3 and the cmmentary t Recmmendatin 2.3 f the 3 rd Editin ASX Recmmendatins, the Bard als cnsiders the length f service f each Directr (with any tenure in excess f 10 years needing further scrutiny in line with best gvernance practice). The Bard cnsiders that n Directr has been a Directr f the Cmpany fr such a perid that their independence may have been cmprmised. The Bard cnsiders that the length f time that Mr Hwarth and Mr Bradley have been n the Bard des nt have an adverse impact n each Directr s ability t bring an independent judgement t bear in decisin-making. In assessing independence, the Bard als has regard t the individual character f each directr. Bth Mr Hwarth and Mr Bradley are fiercely independent by nature, have served n the Bard with great distinctin and have the nging supprt and respect f all f their fellw Bard members. In additin, the Bard cnsiders that having sme Directrs wh have served n the Bard fr lnger perids helps t ensure cntinuity f crprate knwledge and experience especially during difficult market cnditins. T fster Directr independence, at the utset f every Bard meeting the Directrs f the Cmpany meet withut management present. The discussins at these meetings are facilitated by the Chairman. The majrity f the Bard are cnsidered t be Independent. Further, the Chairpersn f the Cmpany is an independent Directr. The Chairman f the Cmpany is elected frm the independent Nn-Executive Directrs. Mr Hwarth, the Cmpany s current serving Chairman, is cnsidered by the Bard t be independent (having regard t the relatinships affecting independent status described in Bx 2.3 f the 3 rd Editin ASX Recmmendatins and ther facts, infrmatin and circumstances that the Bard cnsiders relevant). The Chairman f the Cmpany is nt the same persn as the Managing Directr. Further infrmatin abut the Chairman, Mr Hwarth, can be fund n page 28 f ur 2016 Annual Reprt. New Directrs f the Cmpany are prvided with a frmal letter f appintment which sets ut the key terms and cnditins f their appintment, including their duties, rights and respnsibilities, the MMA Offshre Limited ABN Page 14 f 27

16 directrs and prvide apprpriate prfessinal develpment pprtunities fr directrs t develp and maintain the skills and knwledge needed t perfrm their rle as directrs effectively time cmmitment envisaged, expectatins regarding invlvement with Cmmittee wrk and their respnsibilities with respect t acting in a capacity ther than as a Directr f the Cmpany. We als have a Directr Inductin Prgram fr new Directrs which cvers the Cmpany s financial, strategic, peratinal and risk management psitin, and includes a meeting with key executives f the Cmpany t gain an insight int the values and culture f the Cmpany. The Directr Inductin Prgram als includes site visits t all f the Cmpany s key peratinal centres. On an nging basis, Directrs are prvided with papers, presentatins, briefings and articles n matters which may affect the business r peratins f the Cmpany. Cnsistent with Recmmendatin 2.6 f the 3 rd Editin ASX Recmmendatins, and in additin t the frmal inductin prgram, Directrs are prvided with cntinuing educatin and prfessinal develpment pprtunities t develp and maintain their skills and knwledge needed t perfrm their rle as directrs effectively, including visits t the Cmpany s peratinal centres, meetings with industry experts, lcal and internatinal stakehlders and clients. All Directrs have unrestricted access t emplyees f the Cmpany and, subject t the law, access t all Cmpany recrds and infrmatin held by the Cmpany and its external advisers. In additin t presentatins by Senir Management at Bard meetings, Directrs may seek briefings frm Senir Management n specific matters. Each Directr, the Bard and the Bard Cmmittees may btain independent prfessinal advice at the Cmpany s expense, as cnsidered reasnable and necessary, subject t prir apprval f the Chairman. Directrs are entitled t reimbursement f all reasnable csts in btaining such independent prfessinal advice which has been apprved by the Chairman. In the case f a request made by the Chairman, apprval is required frm the Chairman f the Audit and Risk Cmmittee. MMA Offshre Limited ABN Page 15 f 27

17 PRINCIPLE 3 ACT ETHICALLY AND RESPONSIBLY Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 3.1 A listed entity shuld: (a) have a cde f cnduct fr its directrs, senir executives and emplyees; and (b) disclse that cde r a summary f it Our values MMA s visin is underpinned by ur three key values, namely: ur peple, ur custmer relatinships and team wrk. Peple We will prvide a wrkplace built n trust, cperatin and mutual respect where ur peple care abut their safety and the safety f thse arund them. Custmer Relatinships Team wrk We will understand ur custmers requirements by building lng-term cllabrative relatinships. We will prvide safe and practive slutins that deliver beynd expectatins. We will share knwledge, resurces and services acrss ur business. We will wrk tgether as ne team t achieve ur cmmn gals. Further infrmatin abut ur visin and values can be fund under the Visin, Missin & Values Statement tab f ur website at missin values_st atement.phtml. Cde f Cnduct In line with MMA s visin and values, the Bard has established a Cde f Cnduct fr its Directrs, Senir Management and emplyees (a cpy f which is available n the Crprate Gvernance page f ur website at The Cmpany encurages the reprting f unlawful and unethical behaviur, actively prmtes and mnitrs cmpliance with the Cde f Cnduct, and prtects thse wh reprt breaches in gd faith. The Cde f Cnduct prvides prtectin t whistle-blwers, as required by the Crpratins Act. Under the Cde f Cnduct, whistle-blwers are prtected frm any disadvantage, prejudice r victimisatin fr reprts made in gd faith f any breaches f the Cde f Cnduct r the Crpratins Act. Under the Directrs Cde f Cnduct, the Directrs have a duty nt t place themselves in a psitin which gives rise t a real r substantial pssibility f cnflict f interest r duty, in relatin t MMA Offshre Limited ABN Page 16 f 27

18 any matter which is r is likely t be brught befre the Bard. Directrs are under an nging bligatin t disclse t the Bard such interests immediately, in additin t the statutry bligatin t disclse t the Bard any material persnal interests in a matter. PRINCIPLE 4 SAFEGUARD INTEGRITY IN CORPORATE REPORTING Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 4.1 The bard f a listed entity shuld: (a) have an audit cmmittee which: (1) has at least three members, all f whm are nnexecutive directrs and a majrity f whm are independent directrs; and (2) is chaired by an independent directr wh is nt the chair f the bard, and disclse: (3) the charter f the cmmittee; (4) the relevant qualificatins and experience f the members f the cmmittee; and (5) in relatin t each reprting perid, the number f times the cmmittee met thrughut the perid and the individual attendances f the members at thse meetings; r (b) if it des nt have an audit cmmittee, disclse the fact and the prcesses it emplys that independently verify and safeguard the integrity f its crprate reprting, including the We have an Audit and Risk Cmmittee that cmprises f the fllwing members: Mr A Edwards (Chairman) Independent, Nn-Executive Directr Mr A Hwarth Independent, Nn-Executive Directr Mr M Bradley Independent, Nn-Executive Directr Ms E Hwell Independent, Nn-Executive Directr As annunced at the Cmpany s 2015 Annual General Meeting, Mr Bradley has given ntice f his intentin t retire as a directr at the 2016 Annual General Meeting. Fllwing his retirement, the Audit and Risk Cmmittee will cmprise f three members. As at the date f this Statement (and thrughut FY2016), the Audit and Risk Cmmittee cmprised slely f Nn-Executive Directrs all f whm are independent and the Chair f the Audit and Risk Cmmittee is an independent, Nn-Executive Directr wh is nt the Chair f the Bard. The Audit and Risk Cmmittee has a frmal Charter which sets ut, amngst ther things, the specific respnsibilities f the Audit and Risk Cmmittee. A cpy f the Charter can be fund n the Crprate Gvernance page f ur website at cmpany/crprate_gvernance.phtml. Details f the number f meetings held by the Audit and Risk Cmmittee during FY2016 and the attendance at thse meetings are set ut in the Directrs Reprt n page 39 f ur 2016 Annual Reprt. Infrmatin f the qualificatins f each member f the Audit and Risk Cmmittee can als be fund in the Bard f Directrs sectin n pages f ur 2016 Annual Reprt. MMA Offshre Limited ABN Page 17 f 27

19 prcesses fr the appintment and remval f the external auditr and the rtatin f the audit engagement partner Recmmendatin 4.2 The bard f a listed entity shuld, befre it apprves the entity s financial statements fr a financial perid, receive frm its CEO and CFO a declaratin that, in their pinin, the financial recrds f the entity have been prperly maintained and that the financial statements cmply with the apprpriate accunting standards and give a true and fair view f the financial psitin and perfrmance f the entity and that the pinin has been frmed n the basis f a sund system f risk management and internal cntrl which is perating effectively Recmmendatin 4.3 A listed entity that has an AGM shuld ensure that its external auditr attends its AGM and is available t answer questins frm security hlders relevant t the audit Befre the Bard apprved the financial statements fr the financial year ended 30 June 2016, the Managing Directr and the Chief Financial Officer prvided the Bard with declaratins that: in their pinin, the financial reprts f the Cmpany have been prperly maintained; in their pinin, the financial statements cmply with the apprpriate accunting standards and give a true and fair view f the financial psitin and perfrmance f the Cmpany; and that their pinin has been frmed n the basis f a sund system f risk management and internal cntrl which is perating effectively. In line with Recmmendatin 4.2 f the 3 rd Editin ASX Recmmendatins, similar assurances are prvided t the Bard fr the Cmpany s half year financial statements and reprt. The Cmpany s external audit functin is perfrmed by Delitte Tuche Thmatsu (Delitte). As they have dne in the past, representatives f Delitte will attend the Cmpany s AGM and are available t answer sharehlder s questins abut the cnduct f the audit and the preparatin and cntent f the auditr s reprt. In additin t sharehlders being able t ask questins at the Cmpany s AGM, sharehlders may als submit any written questins fr the external auditr t the Cmpany Secretary prir t the Cmpany s AGM. MMA Offshre Limited ABN Page 18 f 27

20 PRINCIPLE 5 MAKE TIMELY AND BALANCED DISCLOSURE Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 5.1 A listed entity shuld: (a) have a written plicy fr cmplying with its cntinuus disclsure bligatins under the Listing Rules; and (b) disclse that plicy r a summary f it We understand the imprtance f pen, clear and timely cmmunicatin with ur sharehlders and investrs as well as cmplying with the Cmpany s cntinuus disclsure and ther bligatins t the market. We have a Disclsure Plicy which is directed t ensuring that we cmply with ur cntinuus disclsure bligatins under the ASX Listing Rules and the Crpratins Act. A cpy f ur Disclsure Plicy can be fund n the Crprate Gvernance page f ur website at PRINCIPLE 6 RESPECT THE RIGHTS OF SECURITY HOLDERS Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 6.1 A listed entity shuld prvide infrmatin abut itself and its gvernance t investrs via its website Recmmendatin 6.2 A listed entity shuld design and implement an investr relatins prgram t facilitate effective tw-way cmmunicatin with investrs Infrmatin abut the Cmpany and its gvernance can be fund n ur website at There is a range f infrmatin available n ur website, including amngst ther things, the name, pht and brief bigraphical infrmatin f each f ur Directrs and Senir Executives this can be fund under the Abut Us and Bard, Executive & Senir Management tabs in the Cmpany sectin f ur website. We have a central Crprate Gvernance page n ur website frm where all key crprate gvernance infrmatin can be accessed, including the Cmpany s Cnstitutin, Bard Charter, Bard Cmmittee Charters and cpies f the ther crprate gvernance plicies referred t in this Statement. We als have an Investr Centre sectin n ur website where further access t infrmatin abut the Cmpany can be fund, including cpies f ur ASX and media releases, the Chairman s and Managing Directr s addresses at ur Annual General Meetings, cpies f the Cmpany s Annual Reprts and financial statements, investr presentatins and investr/analyst briefings. We value a direct, tw-way dialgue with sharehlders and investrs and we are cmmitted t prviding relevant infrmatin in a timely manner and t listen t and understand sharehlders and investrs feedback. We have an investr relatins prgram t prmte effective cmmunicatin with ur sharehlders and investrs, and t encurage participatin at the Cmpany s sharehlder meetings. As part f ur investr relatins prgram, we have scheduled ad hc interactins with institutinal investrs, private investrs and analysts, including investr rad shws and briefings fllwing the MMA Offshre Limited ABN Page 19 f 27

21 release f ur half year and full year financial results. The presentatin materials prvided at these events are upladed t the Investr Centre sectin f ur website. We als attend industry specific cnferences and events at which investrs and ther stakehlders have access t members f ur senir management team, which we cnsider t be an imprtant aspect f prmting a tw-way cmmunicatin. Sme ther initiatives that we have adpted include: Maintaining the Cmpany s Investr Centre sectin n the Cmpany s website where, as mentined abve, further access t infrmatin abut the Cmpany can be fund, including cpies f ur ASX and media releases, the Chairman s and Managing Directr s addresses at ur Annual General Meetings, cpies f the Cmpany s Annual Reprts and financial statements, investr presentatins and investr/analyst briefings; Meetings with sharehlders and respnding t any enquiries that sharehlders may have frm time t time t facilitate this, we have an nline enquiry frm n ur website and a Cmpany address (crprate@mmaffshre.cm) whereby sharehlders can submit enquiries and cmmunicate directly with the Cmpany. This accunt is mnitred daily and the Cmpany seeks t respnd t sharehlder s queries as sn as pssible; and Encuraging sharehlders t send in questins t us prir t the AGM and respnding t questins raised by sharehlders at the AGM. Recmmendatin 6.3 A listed entity shuld disclse the plicies and prcesses it has in place t facilitate and encurage participatin at meetings f security hlders We seek t cnduct ur general meetings f sharehlders in a manner that facilitates effective cmmunicatin with sharehlders and allws reasnable pprtunity fr infrmed sharehlder participatin. We have a Cmmunicatins and a Sharehlder Participatin strategy which is set ut bradly in sectins 9 and 10 f the Bard Charter. This strategy encurages sharehlder participatin and engagement with the Cmpany and is aimed at facilitating cmmunicatin directly between sharehlders and the Cmpany. At the Cmpany s Annual General Meeting, sharehlders have the pprtunity t hear directly frm the Bard and Managing Directr n Cmpany perfrmance and bjectives, ask questins n imprtant issues, and vte n Bard recmmendatins. The Chairman s and Managing Directr s AGM addresses are annunced t the market and psted n the Cmpany s website either befre r as sn as practicable after the AGM. Further, sharehlders are invited t submit questins in advance f the MMA Offshre Limited ABN Page 20 f 27

22 Recmmendatin 6.4 A listed entity shuld give security hlders the ptin t receive cmmunicatins frm, and send cmmunicatins t, the entity and its security registry electrnically AGM s that the Cmpany can ensure thse questins are adequately addressed at the AGM. We bradcast ur AGMs live nline which allws sharehlders wh are unable t attend in persn t view the meeting live thrugh ur website. A recrding f ur AGM is als upladed t the Cmpany s website as sn as pssible after the AGM where it can be viewed nline. Sharehlders wh are unable t attend the Cmpany s AGM in persn may vte by either appinting a prxy using the frm included with the Ntice f Meeting r by using Investr Vte ur direct nline vting service facilitated by Cmputershare. Ntices f Meeting are accmpanied by explanatry ntes t enable sharehlders t assess and make an infrmed decisin n the reslutins put frward at the meeting. Full cpies f the Ntices f Meeting and explanatry ntes are psted n the Cmpany s website. Sharehlders may als elect t receive all cmmunicatins frm the share registry electrnically, including Ntices f Meeting and Annual Reprts. Delitte, ur external auditr, attends the Cmpany s AGM and is available t answer sharehlder questins abut the cnduct f the audit and the preparatin and cntent f the Auditr s Reprt. In additin t sharehlders being able t ask questins at the Cmpany s AGM, sharehlders may submit any written questins fr the external auditr t the Cmpany Secretary prir t the Cmpany s AGM. The Bard requests the attendance f the Chairs f the varius Bard Cmmittees t be available at the AGM t answer sharehlder questins abut the business f thse Cmmittees. In the interest f prmting effective cmmunicatin with ur sharehlders, sharehlders have the ptin f cmmunicating with the Cmpany and its share registry electrnically. One way sharehlders can cmmunicate directly with the Cmpany is thrugh ur nline enquiry frm n ur website (discussed abve) which can be fund under the Cntacts tab f ur website at r by ing the Cmpany directly at crprate@mmaffshre.cm. Sharehlders may als elect t receive all cmmunicatins frm the Cmpany s share registry electrnically, including Ntices f Meeting and Annual Reprts. We ensure that ur publicatins and releases are frmatted s they are easily readable frm electrnic devices and we include a print friendly ptin fr thse sharehlders wh wish t retain a hard cpy f the cmmunicatin. MMA Offshre Limited ABN Page 21 f 27

23 PRINCIPLE 7 RECOGNISE AND MANAGE RISK Recmmendatin Cmpliance and explanatin Cmplies Recmmendatin 7.1 The bard f a listed entity shuld: (a) have a cmmittee t versee risk, each f which: (1) has at least three members, a majrity f whm are independent directrs; and (2) is chaired by an independent directr; and disclse: (3) the charter f the cmmittee; (4) the members f the cmmittee; and (5) as at the end f each reprting perid, the number f times the cmmittee met thrughut the perid and the individual attendances f the members at thse meetings; r (b) If it des nt have a risk cmmittee r cmmittees that satisfy (a) abve, disclse that fact and the prcesses it emplys fr verseeing the entity s risk management framewrk Recmmendatin 7.2 The bard r a cmmittee f the bard shuld: (a) review the entity s risk management framewrk at least annually t satisfy itself that it The Bard is respnsible fr satisfying itself that management has develped and implemented a sund system f risk management and internal cntrl. The Bard has delegated versight f the Risk Management Framewrk, including review f the effectiveness f the Cmpany s internal cntrl system and risk management prcess, t the Audit and Risk Cmmittee. Details abut the Audit and Risk Cmmittee, its cmpsitin and membership and the number f meetings held during the FY16 are set ut abve in respnse t Recmmendatin 4.1. Risk Management We recgnise that risk is an accepted part f ding business and that effective management f risk is vital t delivering n ur bjectives, success and cntinued grwth. We are cmmitted t managing ur material business risks in a practive and effective manner. MMA Offshre Limited ABN Page 22 f 27

24 cntinues t be sund; and (b) disclse, in relatin t each reprting perid, whether such a review has taken place We perate a standardised risk management framewrk acrss the MMA Grup which prvides an verarching and cnsistent prcess fr the identificatin, assessment, mnitring and management f material business risks. We have a dedicated Risk and Assurance Manager wh is respnsible fr: reviewing and imprving the Cmpany s risk management framewrk; prviding risk management supprt and guidance t ensure the effective implementatin f the risk management framewrk; and develping risk management capability acrss the Cmpany. The Cmpany s Risk and Assurance Manager reprts directly t the Audit and Risk Cmmittee under the Cmpany s Risk Management Plicy. Risk Management Plicy The Bard has apprved a Risk Management Plicy which describes the manner in which the Cmpany: identifies, analyses and evaluates its material business risks; designs and implements apprpriate risk cntrl systems; and reviews the effectiveness f the cntrl systems n a regular basis. The Cmpany s risk appetite and tlerance levels are set by the Bard in line with the Cmpany s strategy which has as its central fcus, the creatin f lng-term sharehlder value. The Cmpany s Risk Management Plicy is t be fund under the Crprate Gvernance page f ur website at The Cmpany s Risk Management Plicy is reviewed at least annually r as ften as required. Annual Risk Review The Bard is respnsible fr regularly, and at least n an annual basis, reviewing and apprving the Cmpany s risk management strategy, plicy and key risk parameters. In 2016, bth the Audit and Risk Cmmittee and the Bard have reviewed the Cmpany s Risk Management Framewrk and Risk Appetite Statement and are satisfied that Management have develped and implemented a sund system f risk management. As part f the annual review, an internal audit f the Risk Management Framewrk implementatin was carried ut by PwC. PwC s findings enhanced the risk dcuments and risk review prcess and led t the cnslidatin and streamlining f identified risks (where apprpriate). The Cmpany als uses a risk MMA Offshre Limited ABN Page 23 f 27

25 Recmmendatin 7.3 A listed entity shuld disclse: (a) if it has an internal audit functin, hw the functin is structured and what rle it perfrms; r (b) if it des nt have an internal audit functin, that fact and the prcesses it emplys fr evaluating and cntinually imprving the effectiveness f its risk management and internal cntrl prcesses Recmmendatin 7.4 A listed entity shuld disclse whether it has any material expsure t ecnmic, envirnmental and scial sustainability risks and, if it des, hw it manages r intends t manage thse risks management sftware tl t better capture and extract the risk data. We have a frmal Internal Audit functin which reprts directly t the Audit and Risk Cmmittee and has access t the Audit and Risk Cmmittee at all times. The rle f the Internal Audit functin is t prvide the Bard and management with independent and bjective assurance n the effectives f the Cmpany s gvernance, risk management and internal cntrl prcesses. The Internal Audit functin is respnsible fr prviding an appraisal f the adequacy and effectiveness f the Cmpany s risk management and internal cntrl system. The Risk and Assurance Manager is respnsible fr verseeing the Risk functin and the Internal Audit functin reprting directly t the General Manager Legal / Cmpany Secretary. The merging f these tw functins recgnises the value in leveraging the synergies between Risk and Internal Audit. T safeguard against any cnflicts f interest caused by the cmbined functins, the specific management f risk (as ppsed t the rle f supprting and facilitating the risk management framewrk) remains with the Bard and Senir Management. The Cmpany s material business risks (including any material expsure t ecnmic, envirnmental r scial sustainability risks) and hw it seeks t manage these risks, is discussed in the Risks sectin f ur 2016 Annual Reprt at pages MMA Offshre Limited ABN Page 24 f 27