Principle 1 - Lay Solid Foundations for Management and Oversight
The Board has ultimate responsibility for setting policies regarding the business and affairs of CountPlus for the benefit of Shareholders and other stakeholders. The Board delegates management of CountPlus' resources to senior management, under the leadership of the Chief Executive Officer (CEO), to deliver the strategic direction and objectives determined by the Board.
The Board and management have agreed on their respective roles and responsibilities and the Board has adopted a Board Charter that details the Board's functions and responsibilities and the areas of authority delegated to senior management.
The Board has established a Remuneration & Nominations Committee which, amongst other functions, will evaluate the performance of the CEO and the Chief Financial Officer (CFO).
The responsibilities of the Board include:
- Reviewing and approving the strategic plan for the Company with involvement in planning and goal setting for the Company and its intended growth;
- Monitoring the performance of the Company and its management team;
- Selecting and appointing the CEO, planning for the succession of senior management and setting appropriate remuneration packages;
- Setting clearly defined lines of authority from the Board to the CEO;
- Agreeing on performance indicators with management;
- Taking appropriate steps to protect the Company's financial position and its ability to meet its debts and other obligations as they fall due;
- Establishing and monitoring policies directed at ensuring that the Company complies with the law and conforms to the highest standards of financial and ethical behaviour;
- Ensuring that the Company is adhering to reporting systems and appropriate internal controls (operational and financial) together with appropriate monitoring of compliance activities; and
- Ensuring that the Company accounts are true and fair in conformity with Australian Accounting Standards and the Corporations Act 2001 (Cth).
CountPlus' management is required to supply the Board with information in a timeframe, form and quality that will enable it to effectively discharge its duties and to request additional information, if required, to make informed decisions. This is facilitated by the Company Secretary, who is responsible for completion and dispatch of Board agendas and briefing materials, and is accountable to the Board through the Chair on all matters to do with the proper functioning of the Board.
CountPlus has a written agreement with each Director and senior executive setting out the terms of their appointment.
Information relevant to election of Directors
CountPlus undertakes appropriate checks before appointing a person, or putting forward to Shareholders a candidate for election, as a Director. If Shareholders are making a decision on whether or not to elect or re-elect a Director, the Board will provide Shareholders with all material information in its possession that is relevant to that decision.
Performance evaluation for Directors
CountPlus will, from time to time, carry out evaluations on individual Directors, the Board Committees and the Board as a whole. Such evaluations will involve self-assessments and, if required, third party assessments. The Board has considered that a 3 year cycle is an appropriate timeframe for conducting Director evaluation. During the financial year ended 30 June 2017, a specific performance evaluation of the Board was not undertaken as a result of the Board renewal where four out of the six directors (including the Managing Director) were appointed during FY17 and the remaining two directors will retire on 30 September 2017.
Performance evaluation of senior executives
CountPlus has established processes for evaluating the performance of its senior executives. In summary, each senior executive is evaluated against the achievement of pre-agreed performance objectives. The evaluation process is conducted annually and is followed by the determination of appropriate remuneration of the relevant senior executives. Detailed information regarding CountPlus’ remuneration practices is provided in the Remuneration Report in the 2017 Annual Report. An evaluation of senior executives has taken place during the financial year ended 30 June 2017 in accordance with the processes described above.
Diversity Policy and Gender Diversity
The Company values diversity and recognises the benefits diversity can contribute to achieve the Company’s goals. Accordingly, the Company has developed a Diversity Policy, which outlines the Company’s diversity objectives in relation to gender, age, cultural background, and ethnicity, amongst the other areas specified in the Diversity Policy, a copy of which can be found on the Company’s website (www.CountPlus.com.au). The Company’s Diversity Policy includes the Company’s requirement to establish measurable objectives for achieving gender diversity, as well as the requirement to assess and report annually the Company’s progress in achieving these objectives to the Board.
The Company promotes its Diversity Policy through communication of the Policy to all firms. This dissemination of the Diversity Policy greatly assists in applying and developing a shared and inclusive understanding of the Diversity Policy across the Company and its subsidiaries (Group). The Company also addresses discrimination and harassment through prevention and awareness of the Company’s Diversity Policy. The Company believes that it should hire, develop, promote and retain people strictly on the basis of their talents, experience, commitment and performance.
The Company also has a number of initiatives in place which assist in achieving, fostering and supporting the Diversity Policy, including:
- Retention of key employees: creating an environment of growth, advancement and retention for all staff, regardless of gender, age, cultural background, and/or ethnicity;
- Communication plan: circulating the Diversity Policy annually to highlight expectations around behaviour consistent with encouraging diversity;
- Hiring: employees and Directors are selected from a diverse candidate pool;
- Development and career progression: as part of the Company’s succession planning process, well-performing staff are identified for career progression. A management leadership program (Emerging Leaders) is in place to assist staff in reaching senior management roles and is open to all staff;
- Review: the Company reviews objectives and the progress made against these objectives on an annual basis. In particular, reporting on participation and placement of women in leadership positions is evaluated;
- Other internal Group policies: these are supportive and complementary to the Diversity Policy, including the “Grievance Policy”, “Code of Ethics and Conduct Policy” and “Whistle Blowers Policy”.
The Company’s Diversity Policy outlines gender diversity and its commitment to creating a fair, equitable and respectful workplace, where all are supported in an inclusive environment, are given recognition based on individual merit and are considered for opportunities to advance and succeed, regardless of their gender. As part of its commitment to improving gender balance in the workplace, the Company has adopted the ASX Recommendations, including a target for female participation within the Group as follows:
Target % by 2019
Actual % 2017
Actual % 2016
|Number of women employees in the whole organisation||40% - 60%||62%||61%|
|Number of women in senior executive positions*||40% - 60%||41%||
*senior executive positions refers to employees who have senior managerial responsibilities.
|Target % by 2019||Actual % 2017||Actual % 2016|
|Number of women on Member Firms’ Boards||30%||11%||10%|
|Number of women on the Board||30%||33%||0%|
CountPlus has been working on initiatives such as the management leadership program (noted above) to assist employees in the Member Firms, including women, to move into leadership roles to facilitate the move into Director positions. This strategy has worked to assist to increase the number of women on Member Firm Boards which increased to 11% in 2017 compared to 10% in 2016. Also, the number of female participation in the Company has increased to 62% during 2017 compared to 61% in 2016. The number of women on the CountPlus Board has also increased to 33% in 2017 compared to 0% in 2016. However, the number of women in senior executive positions decreased from 46% in 2016 to 41% in 2017, refer to table above.
In 2017, in addition to the target for female participation referred to above, the Company also had established the following objectives:
- To increase the number of women awarded promotions – 59.0% of employees awarded promotions were women compared with 52.2% in the prior year. CountPlus has achieved this objective, and
- Compliance with the Workplace Gender Equality Act 2012 – CountPlus and member firms received a positive notice of compliance for the third year in a row.
CountPlus participated in the Workplace Gender Equality Survey and received a Notice of Compliance from the Workplace Gender Equality Agency for the recent reporting period. The Notice of Compliance is located on CountPlus’ website (www.countplus.com.au).