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Corporate Governance

ASC is a proprietary company limited by shares registered under the Corporations Act 2001 and is subject to the Public, Governance Performance and Accountability Act 2013.

All the shares issued in the capital of ASC are owned by the Minister for Finance.

The ASC Group is structured as follows:


ASC Group Structure Minister for Finance 100% | ASC Pty Ltd 100% | 100% ASC AWD Shipbuilder Pty Ltd, 100% ASC OPV Shipbuilder Pty Ltd, 100% Deep Blue Tech Pty Ltd (Dormant Entity), 100% ASC Modules Pty Ltd (Dormant Entity)

On 11 June 2004, ASC was proclaimed as a Government Business Enterprise (GBE) under the then Commonwealth Authorities and Companies Act 1997.

Directors

The Directors of ASC (other than the Managing Director) are appointed by the Minister for a term. As at 30 June 2019, the Board was comprised as follows:

Bruce Carter, Chairman
BRUCE CARTER
Chairman

Appointed: 1 Jan ‘10
To: 31 Dec ‘21

Stuart Whiley, MD and CEO
STUART WHILEY
Managing Director

Appointed: 12 Feb ‘18

Dr Rosalind Dubs, Non-Executive Director
DR ROSALIND DUBS
Non-Executive Director

Appointed: 1 May ‘13
To: 31 Dec ‘19

Paul Rizzo, Non-Executive Director
PAUL RIZZO
Non-Executive Director

Appointed: 13 Dec ‘13
To: 12 Dec ‘19

Loretta Reynolds, Non-Executive Director
LORETTA REYNOLDS
Non-Executive Director

Appointed: 9 Feb ‘16
To: 8 Feb ‘22

Joycelyn Morton, Non-Executive Director
JOYCELYN MORTON
Non-Executive Director

Appointed: 1 Jan ‘17
To: 31 Dec ‘19

Gary Gray, AO, Non-Executive Director
GARY GRAY, AO
Non-Executive Director

Appointed: 1 Jan ‘17
To: 31 Dec ‘19

Geoff Rohrsheim, Non-Executive Director
GEOFF ROHRSHEIM
Non-Executive Directo
r
Appointed: 15 Mar ‘19
To: 14 Mar ‘22

The remuneration of the directors is determined by the Remuneration Tribunal under the Remuneration Tribunal Act 1973.

Attendance

Attendance at Board and committee meetings during 2018/19 was as follows:

Director

Board

Audit Committee

Human Resources and Remuneration Committee

Business Assurance and Security Committee

Held

Attended

Held

Attended

Held

Attended

Held

Attended

Bruce Carter

10

10

-

-

5

5

4

4

Dr Rosalind Dubs

10

10

-

-

-

-

4

4

Paul Rizzo

10

9

5

4

-

-

4

4

Loretta Reynolds

10

10

5

4

5

5

-

-

Joycelyn Morton

10

10

5

5

5

5

-

-

Gary Gray

10

10

-

-

-

-

4

4

Geoff Rohrsheim

2

2

1

1

Stuart Whiley

10

10

-

-

-

-

-

-

Ministerial Directions

In accordance with its Constitution, ASC is subject to direction by the Minister. No directions were given to ASC by the Minister during the 2018/19 year.

Corporate Governance

ASC has adopted a corporate governance protocol which establishes:

  • Charters for the Board, Audit Committee, Human Resources and Remuneration Committee, and Business Assurance and Security Committee; and
  • A Code of Conduct.


The Board monitors performance against its corporate governance objectives at each Board meeting.

Board

Under the Board Charter, the Board is responsible for:

  • Overseeing the ASC Group, including control and accountability systems;
  • Appointing and monitoring the performance of the Managing Director and the Company Secretary and, where appropriate, the removal of the Managing Director and Company Secretary;
  • Approving other executive appointments, organisational changes and senior management remuneration policies and practices;
  • Monitoring and reviewing senior management’s performance and implementation of strategy, and ensuring appropriate resources are available;
  • Providing strategic advice to management;
  • Determining the strategy of the ASC Group and monitoring the performance of objectives;
  • Approving and monitoring the progress of major capital expenditure, capital management, acquisitions and divestitures, as well as financial and other reporting;
  • Approving budgets and other key performance indicators, and reviewing the Group’s performance against them and monitoring the implementation of corrective action;
  • Reviewing and ratifying systems of risk management, internal control and legal compliance to satisfy itself that appropriate compliance frameworks and controls are in place;
  • Reviewing and overseeing the implementation of ASC’s Code of Conduct for Directors and Executives;
  • Appointing Board committees and approving the composition, and any charters, of Board committees;
  • Monitoring and verifying compliance with legal and regulatory requirements, ethical standards and policies; and
  • Exercising due diligence to ensure that ASC complies with its work, health and safety obligations including by taking reasonable steps to:
    • Acquiring and keeping up-to-date knowledge of work health and safety matters;
    • Gaining an understanding of the nature of ASC’s operations and the hazards and risks within those operations;
    • Ensuring appropriate resources are available and processes implemented to enable hazards to be identified and risks eliminated or minimised;
    • Ensuring ASC has appropriate processes for receiving and considering information regarding incidents, hazards and risks, and responding in a timely way to that information;
    • Ensuring the business implements processes for complying with work health and safety laws, regulations and codes of practice; and
    • Verifing the provision, and use, of the resources and processes referred to above.

Audit Committee

The objectives of the Audit Committee are to help the Board achieve its objectives in relation to:

  • Financial and performance reporting;
  • Risk oversight and management;
  • Annual budgeting and forward forecasts;
  • The application of accounting policies;
  • Internal control;
  • Maintain and improve the quality, credibility and objectivity of the financial accountability process(including financial reporting on a consolidated basis);
  • Establish and oversee effective internal and external audit functions and communication between the Board and the external and internal auditors;
  • Verify financial compliance strategies and financial compliance function are effective; and
  • Maintain an effective external and internal audit function, in compliance with all applicable laws.

As at 30 June 2019, the Committee consisted of Joycelyn Morton (Chair), Paul Rizzo and Loretta Reynolds.

Human Resources and Remuneration Committee

The objective of the Human Resources and Remuneration Committee Charter is to assist the Board to fulfil its corporate governance and oversight responsibilities in relation to the Company’s people strategy, including:

  • Remuneration components;
  • Performance measurements and accountability frameworks;
  • Recruitment and retention;
  • Talent management; and
  • Succession planning.

As at 30 June 2019, the Committee consisted of Loretta Reynolds (Chair), Bruce Carter and Joycelyn Morton.

Business Assurance and Security Committee

The objectives of the Business Assurance and Security Committee (BASC) are to satisfy itself that:

  • Adequate systems are in place for the effective identification and assessment of all areas of potential material business risks other than those arising from financial reporting and accountability (being risks considered by the Audit Committee);
  • Adequate policies, processes and procedures have been designed and implemented;
  • Appropriate action is undertaken to bring the identified material risks within the Group’s risk tolerance levels;
  • A culture of compliance is being promoted; and
  • Compliance strategies and functions are effective.

As at 30 June 2019, the Committee consisted of Paul Rizzo (Chair), Bruce Carter, Rosalind Dubs, Gary Gray and Geoff Rohrsheim.

Board Membership

During the year:

  • Geoff Rohrsheim was appointed as a Non-Executive Director of ASC and was also appointed as a member of the Business Assurance & Security Committee.

Code of Conduct

ASC has implemented a Code of Conduct for directors, employees and contractors which seeks to:

  • Articulate the high standards of honest integrity, ethical and law-abiding behaviour expected of directors and other ASC personnel;
  • Encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders; and
  • Guide directors and ASC personnel as to the practices considered necessary to maintain confidence in the ASC Group’s integrity.

Audit

ASC’s external auditor is the Australian National Audit Office (ANAO). PwC has been appointed as ANAO’s agent for the purposes of ASC’s audit.

The Audit Committee is charged with responsibility for internal financial audit.

The Group Internal Audit Manager is responsible to the Audit Committee for contributing to the achievement of ASC’s goals and objectives by:

  • Assisting management in evaluating its processes for identifying, assessing and managing the key operational, financial and compliance risks of ASC;
  • Assisting management in evaluating the effectiveness of internal control systems, including compliance with internal policies;
  • Recommending improvements in efficiency to the internal control systems established by management;
  • Keeping abreast of new developments affecting ASC’s activities and in matters affecting internal audit work; and
  • Being responsive to ASC’s changing needs, striving for continuous improvement and monitoring integrity in the performance of its activities.

Risk Management

ASC is committed to risk management as an integral part of its business. Both the Audit Committee (financial risk) and BASC (operational risk) are responsible for monitoring ASC’s risk management performance. ASC risk management involves:

  • Identifying corporate risk;
  • Assessing the likelihood of their occurrence;
  • Estimating the likely consequence of risks should they occur; and
  • Implementing strategies to avoid, mitigate or minimise the consequence of risk.

As part of this risk management emphasis, the Board instituted:

  • The implementation of an enterprise-wide Risk Management Framework; and
  • An Executive Risk Management Committee.

Legal Compliance

ASC has established a Legal Compliance Program.

In 2018/19, the program covered:

  • Defence exports;
  • Work health and safety;
  • Employment;
  • Environment;
  • Intellectual property;
  • Security;
  • Corporate governance; and
  • Controlled technology.

The Business Assurance and Security Committee is responsible for approving the program and monitoring.