They have been designed such that in combination with our Code of Conduct, they generate a sustainable business culture producing stakeholder value over the long term.
By adopting the ASX Corporate Governance Council’s Corporate Governance Principles and incorporating industry best practice, the Company has built a framework that supports our business and enhances transparency and accountability, which ultimately protects the interests of Shareholders. Our Corporate Governance Statement (link below) outlines the alignment with the ASX Corporate Governance Principles and Recommendations and our individual policies provide details of the governance structures within FSI.
Corporate Governance Specifics
The Charter governs the operations of the Audit and Risk Committee.
The Board has agreed that the Committee is to consist solely of independent Directors. The Committee consists of the following independent Directors:
- A Obree (Chair)
- D M McGann
All matters determined by the Committee are submitted to the full Board as recommendations for Board decision.
A Board Charter sets out the role, responsibilities and powers of the Board.
The Board supports the need for Directors and employees to observe the highest standards of behaviour and business ethics. All Directors, managers and employees are expected to act with integrity, striving at all times to enhance the reputation and performance of the Company.
The Company is committed to maintaining the highest standard of integrity and seeks to ensure all its activities are undertaken with efficiency, honesty and fairness. As a listed entity, the Company has an obligation under the ASX Listing Rules to maintain an informed market with respect to its securities. Accordingly, the Company keeps the market advised of all information required to be disclosed under the rules which it believes would have a material affect on the price or value of the Company’s securities.
The Company aims to keep Shareholders informed of the Company’s performance and all major developments in an ongoing manner. Information is communicated to Shareholders through:
- The annual report, which is available to all Shareholders.
- The interim financial report contains summarised financial information and review of the operations of the Company during the period. The report is reviewed by the auditors and is prepared in accordance with the requirements of the applicable accounting standards and the Corporations Act 2001 and is lodged with the Australian Securities and Investments Commission and the ASX.
- Shareholder’s Quarterly Reports.
- Other correspondence regarding matters impacting on Shareholders, as required.
- All documents that are released publicly are made available on the Company’s website.
Shareholders are also encouraged to participate in the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategies and goals. Important issues are presented to Shareholders as single resolutions.
The Shareholders are responsible for voting on the appointment and aggregate remuneration of Directors, any changes to the Company’s constitution and changes to the Company which may impact on share ownership rights.
Due to the size and nature of the Company, this function is undertaken by the Board and is not delegated to a Committee.
The Board is committed to maintaining full disclosure of information.
The Board recognises and respects the value of diversity and aims to create an environment where diversity is valued and utilised.
FSI has in operation a Dividend Reinvestment Plan (DRP). The DRP is a efficient way for Shareholders to compound their returns in FSI over the long term. The DRP Information Booklet together with the application form on page 12 can be downloaded below. Shareholders who elect to reinvest their dividends are to complete the application form and send it to the Share Registry to activate.
The Board regularly evaluates the performance of the Board as a whole and individually.
We recognise that privacy and information security is very important in the modern era. Our Privacy Policy discloses our approach to data collection, privacy and security.
The Company seeks to reduce investment risk by a policy of diversification of investments across industries and companies operating in various sectors of the market. A Risk Management Framework has been established to manage the range of risk exposures encountered by the Company. An overview of the Risk Management Framework is provided.
The Board manages planning for its own succession and keeps the balance of skills and experience of the Board under review. A formal review of the Board and Committee is undertaken yearly with the aim that a majority of the Board are independent. The Company’s constitution specifies that all Directors (with the exception of the Managing Director) must retire from office no later than the third Annual General Meeting following their last election. Where eligible, a Director may stand for re-election. There are no set terms of office or retirement ages for individual Directors. It is preferred that the Chairman be selected from among the independent Directors, however, the Board will select the most appropriate person for the role at the time.
The constitution permits Directors to acquire shares in the Company. The Company has established a policy that requires that all Directors and employees are required to obtain approval from the Chairman in respect to any dealings. The Chairman requires prior approval by the Chair of the Audit and Risk Committee in advance of any proposed dealing in Company shares.
Following this approval, the Director or employee is able to acquire securities EXCEPT in the period of five days before, on the day of, and the day after:
- Notification of financial information to the ASX such as NTA, profit information or announcements of share issues or capital raisings;
- Any general meeting of Shareholders;
- Release of any report to Shareholders.
Our portfolio is constructed from the perspective of a business owner by investing in well managed companies and not simply by tracking the index weighting of various component stocks.
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Flagship Investments Limited (FSI), ABN 99 080 135 913, is a unique ASX-listed invested company as the Manager is only remunerated on investment outperformance.
