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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: