Overview – DuluxGroup as a listed company
DuluxGroup’s directors and management are committed to conducting the company’s business ethically and in accordance with high standards of corporate governance.
We believe that good corporate governance practices protect and enhance long term shareholder value.
We are committed to our governance policies and procedures being consistent in all substantial respects with high standards of governance. We will continue to review and, where necessary, to improve our governance practices to meet the expectations of our stakeholders and evolving standards.
The Board and Management
The primary role of the DuluxGroup Limited Board is the protection and enhancement of long term shareholder value. The Board is accountable to shareholders for the performance of the company. It directs and monitors the business and affairs of DuluxGroup on behalf of shareholders and is responsible for the company’s overall corporate governance.
The composition of the Board seeks to provide an appropriate range of experience, skills, knowledge and perspective to enable it to carry out its obligations and responsibilities.
The Remuneration and Nominations Committee is charged with responsibility for ensuring that the balance of skills and experience of the Board is critically and regularly reviewed to ensure that the appointment of directors is designed to produce an effective Board.
The Board has reserved certain matters for itself, which are set out in the Board Charter. Responsibility for managing, directing and promoting the profitable operation and development of the company, consistent with the primary objective of enhancing long term shareholder value, is delegated to the Managing Director / Chief Executive Officer who is accountable to the Board.
The authority delegated to management is clearly defined in the DuluxGroup policy on Reserved and Delegated Authorities.
Governance Practices
DuluxGroup is accountable to its shareholders and its broader stakeholders. As a listed company, certain standards of governance are expected of the company, and we are expected to disclose certain of our policies and practices in the interests of transparency.
In particular, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (as revised in August 2007), set out eight core principles that, while not mandatory, DuluxGroup is required to report against in its Annual Report.
Certain of these will require no real change for DuluxGroup in the context of its move to being an independently listed company. For example:
- our commitment to safety and sustainability will continue; and
- our risk management policy and integrated risk management programs aimed at ensuring the company conducts its operations in a manner that allows risks to be identified, assessed and appropriately managed is also robust.
There are, however, some governance practices that become relevant by virtue of our listing. In particular:
- DuluxGroup is required to keep the market fully informed of information which may have a material effect on the price or value of DuluxGroup’s shares. This requires a commitment to ensure that procedures implemented by the Board for identifying and disclosing material and price sensitive information are observed; and
- in order to ensure that there is no trading in DuluxGroup’s shares based on ‘inside information’ (and to guard against any perception of such trading), DuluxGroup has adopted a policy that sets out procedures for trading by employees in the company’s shares. This policy sets out ‘blackout periods’ prior to the periodic results announcements during which employees will not ordinarily be permitted to trade, ‘window’ periods for trading in DuluxGroup shares, and the processes for approval for trading during these windows.
Our Corporate Governance Statement describes in detail our approach to corporate governance. All employees are expected to familiarise themselves with our corporate governance practices and policies.