Austar United

Governance Statement

Austar United Communications Limited (AUSTAR) has a comprehensive governance framework designed to protect and enhance shareholder interests and ensure that the AUSTAR, its Directors, officers and employees conduct business with integrity, honesty, and with appropriate levels of disclosure and accountability. The following summary and documents outline AUSTAR’s corporate governance framework.

AUSTAR's Corporate Governance Statement is provided each year in the Annual Report, available on the Investor Relations page.

Board of Directors and Board Committees

The conduct of AUSTAR’s Board is governed by the Constitution and the Charter of the Board of Directors which sets out the role, composition and responsibilities of the Board.

Profiles of current Board members are set out in the Company Information section of this website.
The Board discharges its duties in relation to certain specific functions through the Remuneration Committee and the Audit and Risk Committee. The committees review certain matters on behalf of the Board and make recommendations to the Board for its consideration.

Employee conduct, securities trading and dealings with external stakeholders

AUSTAR sets out clear standards for it's employees in the following policies and frameworks:

Employee Code of Conduct - sets out the behaviours expected of AUSTAR employees and directors

The AUSTAR Way – AUSTAR’s core values

Whistleblower Policy - sets out how reports from whistleblowers are handled and establishes their protection against reprisal

Continuous Disclosure and Securities Trading Policy - to ensure compliance with the law and to inform the market of price sensitive information on a timely basis

Shareholder Communications Policy - to ensure high quality communication and level of clarity with investors and other stakeholders

Diversity and Equal Employment Opportunity Framework – provides for a work environment where individuals, irrespective of background, race, gender or disability feel valued, comfortable and accepted

Community Contribution – AUSTAR contributes to the welfare of the regional and rural communities in which it operates through its AUSTAR for Schools and Environment initiaves

Risk Management

A key role of the Audit and Risk Committee is to monitor and report to the Board on the risk management practices and procedures implemented by the Company’s managers. Management has conducted a strategic risk analysis with the assistance of external consultants which forms the basis of AUSTAR’s risk management process and Risk Management Policy.

The Board Audit & Risk Committee Charter sets out the responsibilities of the Committee, which include reviewing management’s risk identification processes and internal controls and compliance with the Corporations Act and ASX Listing Rules.
The Company’s external auditor is KPMG. The Audit and Risk Committee reports to the Board on risk management matters including the oversight of the activities of external auditors, accounting functions and internal audit and fraud programs.

Remuneration Policies
The Remuneration Committee considers and recommends to the Board the appropriate compensation policies for all AUSTAR employees.
The Remuneration Committee Charter sets out the Committee’s operation, including its responsibility for evaluating the performance of the Board as a whole, and in particular the time required from non-executive directors to adequately discharge their duties and whether directors are satisfying this requirement. In conducting reviews of remuneration policy, the Committee obtains independent advice from external consultants and utilises benchmarks with comparable organisations.

Further discussion of remuneration of the Company’s Directors and senior officers, including structure of equity-based remuneration and the relationship between remuneration and performance, is set out in the Remuneration Report in each Annual Report, available on the Investor Relations page of this website.