Governance Statement
Austar United Communications Limited (AUSTAR) is committed to good corporate governance and has a comprehensive system of practices in place to provide appropriate levels of disclosure and accountability.
These practices are enshrined in a number of key documents, which are linked below and listed at the bottom of the page.
AUSTAR's detailed Corporate Governance Statement is provided each year in the Annual Report, a copy of which can also be downloaded from the link below.
Board of Directors
AUSTAR's Constitution provides that the number of directors is to be fixed by the Board, but it must be no less than three and no more than 12. The conduct of the Board is governed by AUSTAR's Constitution, and the Charter of the Board of Directors sets out its role, composition and responsibilities.
AUSTAR's Board currently comprises six non-executive Directors and one executive Director. Profiles of current Board members are set out in the About Us section of this AUSTAR website.
The Board considers two of the non–executive Directors, Messrs Downing and Amos, to be independent. The Chief Executive Officer, Mr. John Porter and the other non–executive Directors did not meet the definition of independence adopted by the Board for the 2007 financial year due to their association with Liberty Global Inc. (“LGI”), which through its indirect holdings, is the majority shareholder of the Company. It is believed that the current level of ‘independent’ Directors remains sufficient given the continued representation on the Board by two strong independent Directors who have been Directors of the Company since it listed on the ASX in 1999. The Board does not currently expect that the number of independent Directors will increase during the period that LGI is the Company’s majority shareholder through its indirect shareholdings.
Some companies, particularly larger companies, have a nomination committee to review and appoint new Directors. AUSTAR's Board does not currently believe a standing nomination committee is appropriate for the Company, due to the nature of the UAP majority shareholding and the provisions of the partnership agreement. Instead, the Board delegates any such functions to a Remuneration Committee should they arise. At any time the matter of appointment of new Directors needs to be reconsidered, this will be dealt with initially by the Remuneration Committee and then referred to the full Board.
The Remuneration Committee's decision making-processes are set out in the Remuneration Committee Charter, while the composition of the Board is further detailed in the Annual Report.
AUSTAR's Board has two standing committees to assist in discharging its responsibilities. They are the Remuneration Committee and the Audit and Risk Committee, and both review matters on behalf of the Board and make recommendations for decision by the entire Board.
Remuneration of Directors
The Remuneration Committee is also responsible for the review of remuneration packages and incentive schemes of the Directors, the Chief Executive Officer, and the senior management team. It conducts reviews of remuneration policy, obtains independent advice from external consultants and utilises benchmarks with comparable organisations.
The Remuneration Committee's decisions are guided by the Remuneration Committee Charter. Remuneration of Directors and other Officers, including the structure of equity-based remuneration and the relationship between remuneration and performance, is detailed in the Annual Report.
Securities Trading and Disclosure
Preserving AUSTAR's corporate reputation and integrity is of critical importance to us.
We ensure that the market is informed of price sensitive Company information on a timely basis, and that all relevant information issued by AUSTAR externally is readily available to our stakeholders. At all times the Company upholds its disclosure obligations under the listing rules of Australian Stock Exchange Limited (ASX) and the Corporations Act 2001.
AUSTAR strives to make sure that people associated with the Company deal with the Company's securities in a legally compliant manner. Our employees are informed of the legal restrictions on trading AUSTAR securities while in possession of price-sensitive unpublished information. Directors and employees that deal in AUSTAR securities are required to ensure that any trading occurs in a legally compliant manner.
Our Continuous Disclosure and Securities Trading Policy further details the Company's commitment to continuous disclosure and approach to securities trading.
Audit & Risk Committee
AUSTAR's Audit & Risk Committee works closely with the Board assisting it with financial reporting, risk management and internal controls.
The committee works to safeguard the Company's assets and maintain the integrity of fiscal analysis, including overseeing the activities of external auditors, accounting functions and internal audit programs.
Reporting to the Board on matters under its control, the Committee's operations and functions are governed by the formal Board Audit & Risk Committee Charter.
Auditors
The Company's current external auditor is KPMG. For each financial year, the Audit & Risk Committee requires a declaration from the auditor that it has maintained its independence in accordance with the Corporations Act 2001 and the rules of the relevant professional accounting bodies. KPMG has a policy for the rotation of the lead audit partner for its clients.
The Audit and Risk Committee regularly reviews the effectiveness, performance and independence of the external auditors, in accordance with the Committee's Charter. The Annual Report also contains further information about the appointment of AUSTAR's auditors.
Risk Management
AUSTAR constantly evaluates the effectiveness of its risk management framework.
We are constantly identifying and targeting all significant business and strategic risks through a comprehensive risk management framework that focusses on improving our internal controls and governance systems.
AUSTAR's approach to risk management is set out in our Risk Management Policy.
Code of Conduct
AUSTAR strives to conduct its business with integrity, honesty and fairness and sets out clear ethical standards expected from the Company's employees
We are committed to ensuring our staff comply these standards and all relevant laws in their dealings with customers, the Company and each other.
Our employees must comply with our Employee Code of Conduct that sets out AUSTAR's commitment to good corporate ethics. Communications strategy
The Company has developed and maintains an investor relations policy and practice, which ensures a high quality and level of clarity of communication with investors and other stakeholders. The Company provides financial releases to the ASX in respect of its half-year (ending June) and full-year (ending December) financial results. These disclosures are generally made during August and February of each year. The Company also reports publicly with first quarter (ending March) and third quarter (ending September) unaudited summarised results.
The Consolidated entity’s financial results, as well as speeches, analyst and media presentations are made available on the Company’s website to enable broader access to Company information by investors and other stakeholders.
In addition to the Company’s website, investors can contact the Company at any time by email or other correspondence, and designated Company Officers are available to provide information to shareholders upon request.
General meetings of shareholders are an important avenue for communication with shareholders, and provide an opportunity for shareholders to meet with and question the Company’s Directors and management. The Company’s auditor attends the Company’s Annual General Meeting and is available to answer questions about the conduct of the audit and the preparation and content of the Audit Report.
Whistleblowing
In pursuing the highest standards of good corporate governance and ethical behaviour, AUSTAR encourages the reporting of matters, which may cause financial loss or damage to the Company's reputation. AUSTAR's Whistleblower Policy sets out how the Company handles reports from whistleblowers and establishes policies for their protection against reprisal.
Constitution
Use this link to download a copy of the Constitution of Austar United Communications Limited.