Jump to content

Home
Downloads

The Brickworks Board is committed to developing and maintaining good corporate governance within the
Company, and recognise that this is best achieved through its people and their actions. Brickworks’ long term
future is best served by ensuring that its employees have the highest levels of honesty and integrity and that
these employees are retained and developed through fair remuneration, appropriate long term incentives and
equity participation in the Company. It is also critical to the success of the Company that an appropriate culture
is nurtured and developed, starting from the Board itself.
This Corporate Governance statement has been summarised into sections in line with the 8 essential corporate
governance principles as specified in the ASX Corporate Governance Council’s “Corporate Governance
Principles and Recommendations”, as issued in August 2007.
A summary of corporate governance information can be found on the Brickworks website at www.brickworks.
com.au.
Lay solid foundations for management and oversight
The Board is ultimately responsible for all matters relating to the running of the Company, however that role is
achieved mainly through governing the Company. It is the role of senior management to manage the Company
in accordance with the direction and delegations of the Board, and the responsibility of the Board to oversee the
activities of management in carrying out these delegated duties.
Brickworks Board has the final responsibility for the successful operations of the Company. In general, it is
responsible for, and has the authority to determine, all matters relating to the policies, practices, management and
operations of the Company. The Board must also ensure that the Company complies with all of its contractual,
statutory and any other legal obligations, including the requirements of any regulatory body.
The principal functions and responsibilities of the Board include the following:
• Providing leadership to the Company and its employees;
• Overseeing the development and implementation of appropriate corporate strategies;
• Ensuring corporate accountability to shareholders;
• Overseeing the control and accountability systems within the Company;
• Ensuring robust and effective risk management, compliance and control systems are in place and
operating effectively;
• Monitoring the performance and conduct of the Company;
• Monitoring the performance and conduct of senior management, and ensuring adequate succession
plans are in place; and
• Ensuring the Company continually builds an honest and ethical culture.
All matters that are not specifically reserved for the board and are necessary for the daily management of the
Company are delegated to senior executives and management, through the Managing Director.
In monitoring the performance and conduct of senior management, the Remuneration Committee formally
reviews the performance of the Managing Director and senior executive staff at least annually. In addition to the
formal evaluation procedures, senior executive performance is continually monitored by the Managing Director
on behalf of the Board, and the Managing Director’s performance is subject to continuous monitoring by the full
Board. During the current year, the performance evaluations referred to above took place in accordance with the
process as outlined.
Structure the Board to add value
It is Board policy that the majority of the Board should be non-executive Directors and the Chairman should be a
non-executive Director. At the date of this report, the Board consists of five non-executive Directors listed in the
Directors’ Report and the Managing Director, Mr Lindsay Partridge. Specific details concerning each Director are
contained in the Directors’ Report.
Under the ASX Principles, Messrs Brendan Crotty, and Robert Webster are the only Directors considered
independent. Mr David Gilham is not independent due to previous senior executive roles with Bristile Ltd,
and Messrs Robert Millner and Michael Millner are not independent due to their directorial relationships with
Washington H. Soul Pattinson, a major shareholder in Brickworks. Whilst the majority of Directors are not strictly
considered ‘independent’ in accordance with the ASX Principles, the Brickworks Board feels that there is an
appropriate blend of skills and experience covering all aspects of the Company’s operations, particularly the core
businesses of building products manufacturing and property development.
The Company considers both quantitative and qualitative elements in determining the materiality of any
relationships between individual Directors and the Company. The Company uses the guidance contained in
accounting standard AASB1031: Materiality to determine quantitative thresholds, whereby amounts less than 5%
are considered immaterial and amounts greater than 10% are considered material, subject to the assessment of
qualitative factors. Major qualitative factors include the strategic importance of any relationship and the nature
of that relationship.