Transcription
Hansen Board CharterJuly 2021CONFIDENTIAL & PROPRIETARY INFORMATION
Copyright Hansen Technologies Ltd 2020, all rights reserved.All information in this document is provided in confidence for the sole purpose of adjudication of the document and shallnot be used for any other purpose and shall not be published or disclosed wholly or in part to any other party without Hansen’s priorpermission in writing and shall be held in safe custody. These obligations shall not apply to information, which is published orbecomes known legitimately from some source other than Hansen.Many of the product, service and company names referred to in this document are trademarks or registered trademarks.They are hereby acknowledged.CONFIDENTIAL & PROPRIETARY INFORMATION
ContentsPurpose of the Charter . 2Defining Governance Roles . 2Board Composition .2Skills .2Committees .2Independence .3Role of the Board of Directors .3Individual Directors.4Role of the Chair .4Role of the Company Secretary .4Role of the CEO .5Key Board Functions. 5The Board and Strategy.5The Board and Management .5Monitoring .6Risk Management .6Compliance and Corporate Governance .7Board Meetings and Procedures . 7Board Meetings .7Board Meeting Agenda .7Board Papers .7Board Calendar .8Board Effectiveness . 8Director Protection .8Director Remuneration .8Director Selection .8Director Induction .8Director Development .91COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterPurpose of the CharterThis is the Charter of the Board of Hansen Technologies Limited (Company). The Charter governs theoperations of the Board. It sets out the Board's role, responsibilities, composition, structure andmembership requirements.Defining Governance RolesBoard CompositionThe Board determines the Board’s size and composition, subject to any limits imposed by the Company’sConstitution. The Constitution determines the basis for the election and appointment of Directors andspecifies a minimum of three Directors and a maximum of ten.In identifying suitable persons to become Directors, the Board will look to achieve an appropriate balanceof relevant legal and financial management skills plus financial markets experience as well as expertisespecific to the industries in which the Company and its controlled entities (together, the Group) operate(for further detail, see Director Selection section below). In pursuing this objective, the Board will becognisant of its policy to pursue a balance of gender diversity at all levels of the Company’s management,in keeping with the Company’s Diversity Policy.SkillsAll new Directors participate in an induction program which provides a full briefing about the Group,its services and the information technology industry in which it operates.CommitteesWhere appropriate, the Board is assisted in the discharge of its responsibilities by Board committees(Committees). The role of a Board Committee is to advise and make recommendations to the Boardsubject to a specific charter or mandate. Board Committees do not have the power to make decisions withrespect to the management of the Group’s business and affairs except as expressly defined by the Board inthe relevant Committee’s charter.The current Board Committees are the: Audit and Risk Committee; and Remuneration CommitteeThe Charters of all Board Committees are made publicly available on the Investor Centre of the Group’swebsite at IGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterIndependenceThe Board’s definition of an independent Director is one who, within the last three years, has not providedservices to the Company or its subsidiaries, is unaffiliated with the Company’s Executive and free from anyinterest, position, affiliation or relationship that could materially interfere (or could reasonably be perceivedto materially interfere) with the exercise of independent judgement and capacity to act in the best interestsof the Company as a whole. It is the Board’s objective to strive for a majority of independent Directors andindependence is a factor considered by the Board when identifying potential new Directors.Where potential for conflict of interest is identified the Board appoints a Sub-Committee specificallystructured, authorised and tasked to determine the appropriate actions or responses so as to eliminate anypotential for conflicts.Role of the Board of DirectorsThe role of the Board includes: Ensuring compliance with all applicable legislative and regulatory obligations; Selecting and appointing the Chief Executive Officer (CEO), determining the conditions of serviceand the basis on which performance is measured (and, should it become necessary, removing theCEO from office); Ensuring responsible corporate governance is understood and maintained by the Group’sManagement, Executive and Board members; Ensuring adequate risk management and reporting frameworks are maintained; Adopting charters setting out the membership, responsibilities and reporting obligations of eachBoard committee and evaluating the performance of the Board committees; Reviewing Board committee recommendations and, where appropriate, ensuring therecommendations are adopted by the Company; Protecting and enhancing the value of the assets of the Group; Reviewing and approving the Group’s accounts; Reviewing and approving the one-year operating budget of the Group (on an ongoing basis) andensuring it aligns with the strategic direction of the Company; Evaluating the performance and determining the remuneration of the Company’s Managing Directorand Key Management Personnel (KMP); Reviewing and approving Group transactions relating to acquisitions, divestments and capitalexpenditure above delegated authority limits; and Reviewing and approving the Company’s financial reports and dividend policy.3COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterIndividual DirectorsIn order to properly and fully carry out their responsibilities, members of the Board shall have full and freeaccess to Company Executives and other employees of the Group.Collectively or individually, members of the Board may take independent advice considered necessary tofulfil their relevant duties and responsibilities at the Group’s expense (subject to certain limitations).Individual Board members seeking such advice must obtain the approval of the Chair of the Board (Chair),which will not be unreasonably withheld, and the advice will be made available to all Board members asappropriate.Directors are always expected to observe the highest standards of ethical behaviour as set out in theCompany’s Code of Conduct.Role of the ChairThe Board supports the separation of the role of Chair from that of the Managing Director and the Chairmust be a Non-Executive Director. The general role of the Chair is to manage the Board effectively, toprovide leadership to the Board and to interface with the Managing Director. The Chair of the Board isresponsible for: The business of the Board, considering the issues and the concerns of all Directors and therequirements of this Charter; The leadership and conduct of Board and ensuring Company and Board meetings proceed inaccordance with the agreed agenda; Encouraging active engagement by and between Directors and an open and constructiverelationship between the Board, the Managing Director and KMP; and Conducting an annual review of the performance of the Board and all Board Committees.The Chair has the authority to act and speak for the Board and to liaise with the Company’s stakeholders,subject to any agreed consultation processes.Role of the Company SecretaryThe Board will appoint at least one Company Secretary who will be accountable to the Board, via the Chair,on all matters to do with the proper functioning of the Board. The Company Secretary is responsible forcoordination of all Board business, including agendas, Board papers, minutes, communication withregulatory bodies and ASX, and all statutory and other filings on behalf of the Company.All Directors will have access to the Company Secretary as required.4COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterRole of the CEOThe Board has delegated the responsibility for the day to day management and administration of the Groupto the CEO. The management function of the Group is conducted by, or under the supervision of, the CEOin accordance with such delegations (and by other officers to whom the management function is properlydelegated by the CEO (Management)).The Board approves and sets annual corporate objectives and performance indicators for satisfaction bythe CEO and, jointly with the CEO, develops the duties and responsibilities of the CEO.At present, the CEO is responsible for (amongst other things and with the support of Management)implementing the strategic objectives, plans and budgets of the Group as approved by the Board.The Board assesses the CEO’s performance and reviews the CEO’s assessment of his managementperformance on an annual basis.Key Board FunctionsThe Board and StrategyThe role of the Board in respect of Group strategy includes: Providing input to, and approval of, the Group’s strategic direction and budgets as developed byManagement; Directing, monitoring and assessing the Group’s performance against strategic and business plans,to determine if appropriate resources are available; and Approving and monitoring capital management and major capital expenditure, acquisitions anddivestments.The Board and ManagementThe role of the Board in relation to Management includes: Appointment and removal of the CEO;Ratifying the appointment and removal of senior executives (which includes all executives whoreport directly to the CEO);Approving the Company's remuneration policies and framework and determining whether theremuneration and conditions of service of senior executives are appropriate and consistent with theapproved remuneration policies and framework;Establishing and monitoring executive succession planning;Delegating the day to day decision making and implementation of Board-approved strategy to theCEO; andSetting specific limits of authority for Management.5COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterMonitoringThe Board’s performance will be monitored annually via a formal process and otherwise by Boardmembers’ periodic review. Directors are encouraged to contribute their judgements and observations as tothe Board’s performance at any time.The periodic performance evaluation process for the Board is as follows: Each Director, as they see fit, will periodically evaluate the effectiveness of the Board and itsCommittees and submit observations to the Chair; The Chair will make a presentation to the Board incorporating his/her assessment of thoseobservations to enable the Board to assess and, if necessary, act; The Board will agree and develop actions that may be required to improve performance; Outcomes and actions will be minuted; and The Chair will assess the progress of the actions to be achieved.This process aims to ensure that individual Directors have an unrestricted opportunity to assess andcomment on the performance of the Board and its Committees with the objective of enhancing the Board’seffectiveness in achieving its duties and responsibilities.The Chair will annually appoint two Directors, at least one of which must be independent, to conduct aformal performance evaluation of the Board and its underlying Committees (Working Group).The Working Group may commission a third party to assist in such a review if deemed desirable andappropriate.The Working Group’s evaluation will result in a formal report to the Board commenting on the Board’seffectiveness against this Charter and recommending changes where required.Risk ManagementThe role of the Board in respect of risk management and reporting includes: Identifying the principal risks of the Group’s business, ensuring the Company has in place anappropriate risk management framework and establishing the acceptable levels of risk within whichthe Board expects Management to operate; Reviewing and ratifying the Group’s systems of internal compliance and control, risk managementand legal compliance systems, and to determine (where possible) the integrity and effectiveness ofthose systems; and Approving and monitoring material internal and external financial and other reporting, including: Periodic reporting to shareholders, the ASX and other stakeholders; and6COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board Charter Overseeing the Company's processes for making timely and appropriate disclosure of allmaterial information concerning the Group that a reasonable person would expect to have amaterial effect on the price or value of the Company's securities.Compliance and Corporate GovernanceThe role of the Board in respect of corporate governance includes: Selecting and appointing the Chair, and if the Company has one, the deputy chair or seniorindependent director; Ensuring ethical behaviour and compliance with the Company's own governing documents; Monitoring and evaluating the Company's compliance with its corporate governance standards; Ensuring the Company’s continuous disclosure requirements are met; and Ensuring compliance with all legislative and regulatory obligations.Board Meetings and ProceduresBoard MeetingsAs provided by the Company’s Constitution, the Board may meet together to attend to business andadjourn and otherwise regulate their meetings as they decide.Notice will be given to every member of the Board of every meeting of the Board. There is no minimumnotice period and acknowledgement of receipt of notice by all members is not required before the meetingmay be validly held.The Board will meet monthly, and otherwise as it considers necessary as convened by the Chair.Board Meeting AgendaThe Board meeting agenda will be prepared by the Company Secretary and sent to the Chair for approval.Once approved, the agenda will be distributed to all members of the Board at least one week prior to therelevant meeting.Board PapersAlong with the meeting agenda, all Board papers will be prepared by the Company Secretary and sent tothe Chair for approval before distribution to all members of the Board at least one week prior to the relevantmeeting.7COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterBoard CalendarAt the start of each year a Board calendar will be prepared by the Company Secretary and circulated to allmembers of the Board, as well the Company Secretary.Board EffectivenessDirector ProtectionThe Company will provide all Directors and officers of the Group with specific Directors’ and Officers’Insurance. This policy will be reviewed annually by the Board. The Board will assess its adequacyconsidering the Group’s circumstances.Director RemunerationDirectors’ remuneration will be reviewed periodically by the Remuneration Committee and will be set basedon performance considering relevant market factors and the Group’s stature and financial position at thetime of review.Director SelectionWhen considering the appointment of a person as a Director, the Board will undertake appropriate checksbefore appointing the person or putting the person forward to shareholders as a candidate for election as aDirector. These checks will include the candidate's character, experience, skills, education, criminal recordand bankruptcy history.A candidate standing for election as a non-executive director will be asked to provide the Board with detailsof her or his relevant experience and qualifications to support their election.The candidate will also be asked to provide details of any commitments that will be in addition to those theywill undertake if elected or re-elected as a non-executive Director, including a statement that they will havesufficient time to fulfil their responsibilities as a Director.Director InductionThe appointment of any new Director will be made by, and in accordance with, a formal letter ofappointment which details the key terms and conditions relative to that appointment.All new Directors appointed undertake an induction program, coordinated by the Company Secretary, toassist them in fulfilling their duties and responsibilities. The induction program will ensure that any newDirector is appropriately introduced to the Group, its operations and personnel and is acquainted with theindustry within which the Group operates.8COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterDirector DevelopmentDirectors are responsible for their ongoing professional development and must maintain a professionalstanding considered appropriate for the execution of their duties as a Director. The Company will from timeto time provide exposure to operational activity within the Group’s day to day activities to ensure Directorsremain in touch with the ongoing operation of the Group’s business.Approved by the Board,June 20219COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
Hansen Board CharterCopyright Hansen TechnologiesHansen Technologies, Melbourne, Victoria, Australia.The Programs, which include both the software and documentation, contain information that is proprietary to HansenTechnologies. and its licensors; they are provided under a license agreement containing restrictions on use and disclosureand are also protected by copyright and other intellectual and industrial property laws. Except as may be expressly permittedin such license agreement,no part of the Programs may be reproduced or transmitted in any form or by any means, electronic or mechanical, for anypurpose. Reverse engineering, disassembly, or de-compilation of the Programs, except as expressly permitted by law, isprohibited.The information contained in this document is subject to change without notice. If you find any problems in the documentation,please report them to us in writing. This document is not warranted to be error-free.10COPYRIGHT HANSEN TECHNOLOGIES CONFIDENTIAL & PROPRIETARY INFORMATION
The business of the Board, considering the issues and the concerns of all Directors and the requirements of this Charter; The leadership and conduct of Board and ensuring Company and Board meetings proceed in accordance with the agreed agenda; Encouraging active engagement by and between Directors and an open and constructive
