14 / 86
amaysim Australia Ltd Annual Report 2016
12
Corporate Governance
Statement
continued
1.2 Board composition and Director
independence
The Chairman is Andrew Reitzer, who is
an independent and non-executive Director.
The Managing Director and CEO is Julian
Ogrin.
With the exception of Mr Ogrin, Mr Peter
O’Connell and Mr Rolf Hansen, the Board
is of the view all Directors are independent
Directors. The Board therefore comprises
a majority of independent, non-executive
Directors.
The Board considers the composition of
the Board reflects an appropriate range
of independence, skills and experience. The
current Board is also relatively new, having
formed immediately prior to the Company’s
listing on the ASX on 15 July 2015.
The Board will regularly assess the
independence of each Director in light of
the interests disclosed by them from time
to time. That assessment will be made at
least annually at, or around the time, the
Board considers candidates for election to
the Board, and each Director is required
to provide the Board with all relevant
information for this purpose.
The independence of Directors was
considered leading up to the Company’s
listing on the ASX and in the preparation
of the accompanying prospectus material.
To the best of the Board’s knowledge, there
have been no material changes in FY16 which
would change this.
If the Board determines that a Director’s
independent status has changed, that
determination will be disclosed to the
market. The Company is of the opinion
that no currently independent Director
has an interest, position, association or
relationship of the type described in Box 2.3
of the Principles that would compromise the
independence of that Director.
1.3 Skills and diversity of the Board
The Company has developed a skills matrix
which sets out the mix of skills and diversity
currently reflected in its membership.
The Board recognises that for the effective
governance of the business, a diverse set
of skills, backgrounds, knowledge and
experience, is required. The Board and its
Remuneration and Nomination Committee
focus on ensuring the Board maintains
the appropriate balance of experience,
skills, independence and knowledge which
is needed to meet its responsibilities in
accordance with recognised governance
standards.
The skills were determined by reference
to what is considered important for the
management of a publicly listed company
and skills specific to the industry in which the
Group operates.
The following table sets out the experience
and skills deemed necessary or desirable by
the Board in the Company’s Directors and
whether they are represented on the Board.
Competency
Requirements Overview
Board experience
Legal
Legal Experience
☑
Technology
Knowledge of IT Governance including privacy,
data management and security
☑
Finance
Experience in accounting and finance
☑
Human resources
Experience in managing human capital;
remuneration and reward, industrial relations,
safety, strategic workforce planning
☑
Risk and compliance
Experience in identifying and managing risks
as they relate to an organisation, managing
regulatory compliance
☑
Acquisitions and
integration
Experience in acquisitions and post-acquisition
integration
☑
Debt and equity raising
Experience in capital raising
☑
Multi-country
experience
Experience gained in positions outside
Australia
☑
Large enterprise
experience
Experience gained within a large enterprise
☑
Non-executive Director
experience
Experience in this capacity
☑
Executive Director
experience
Experience in this capacity
☑
Executive management
Experience at an executive level including
the ability to appoint and evaluate executive
performance and lead organisational change
☑
Commercial experience
Possess a broad range of skills across
communications, marketing and business
operations
☑
Telecommunications
sector
Senior management level experience within the
telecommunications sector
☑
Skills Matrix: