Lay solid foundation for management and oversight- Structure the Board to add value
- Promote ethical and responsible decision making
- Safeguard integrity in financial reporting
- Make timely and balanced disclosures
- Respect the rights of shareholders
- Recognise and manage risk
- Encourage enhanced performance
- Remunerate fairly and responsibly
- Recognise the legitimate interest of stakeholders
The Board has also adopted management policies and procedures addressing statutory financial reporting, Board and management financial reporting and controls, information technology security, contract management, management and staff performance reviews and remuneration, internal controls for business risk management, ethical standards and occupational health and safety practices. The Board is responsible for appointing the Chief Executive Officer and reviewing her performance. The Chief Executive Officer is responsible for the overall implementation and management of the policies and strategies established by the Board.
- Mr Nelson Stacks, Director and CEO, appointed November 2007
- Dr Ross Macdonald, Non-executive Director, appointed February 2003
- Dr Doug McTaggart, Non-executive Director, appointed November 2007
- Mr Michael Hoy, Chairman, appointed December 2005
- Mr Lawrence Gozlan, Non-executive Director, appointed April 2007
Telesso’s policy governing Board composition requires the Chairman and a majority of the Board to be independent Non-executive Directors. In assessing independence, the Board has regard to the ASX Guidelines and the independence of each Director is monitored by the Board on an ongoing basis in light of disclosed interests.
At present the Board has determined that all Telesso Directors are independent.
The Board strives to ensure its composition includes an appropriate mix of expertise and experience relevant to Telesso’s business activities conducive to making expedient decisions in the best interests of the Company. The relevant skills, experience and expertise of each Board member is set out in our most recent Annual Report.
At every Annual General Meeting (AGM) one third of the Board of Directors retires and may seek re-election to the Board. New Directors appointed by the Board must stand for election at the Company’s next AGM.
The Board recognises the importance of each Director bringing independent judgement to bear in the Board decision making process. Accordingly, all Directors have access to independent professional advice at the Company’s expense with the approval of the Chairman. Directors are also indemnified under the Company’s Constitution, and in accordance with deeds of indemnity and insurance subject to limitations imposed by the Corporations Law.
- The systems of control that management have established effectively safeguard the group’s assets;
- Accounting records are properly maintained in accordance with statutory requirements;
- Financial information provided to shareholders and the Board is accurate and reliable;
- External audit functions are effective and are appropriately resourced.
- Mr Michael Hoy(Chair)
- Dr Ross Macdonald
Having regard to the size of the Board and the individual skills of each Director, the Board has determined that given his financial background, Mr Thomas Hartigan is the most appropriate person to Chair the Board Audit Committee.
The full Board is responsible for establishing criteria for Board membership, reviewing Board membership and identifying and nominating Directors and accordingly a separate nomination committee has not been established.
The Company is currently drafting an employee handbook, that when completed will provide policies and guidelines in the context of both the applicable legislation and accepted community standards.
The employee handbook outlines the Company’s requirements for standards of conduct dealing with relevant issues including confidentiality, conflicts of interest, employee discrimination and harassment, and trading in Company securities.
The Board considers that if Directors, employees and their associates acquire shares in Telesso, these shares should be held for longer term investment and not for speculative or trading purposes. Company policy as set out in the employee handbook prohibits the trading of Company securities by Directors and employees whilst in possession of price sensitive information.
Directors are restricted to trading in Telesso Technology Limited shares in the 14 day window after the yearly and half yearly financial results and other material announcements. Directors are to discuss share trading with the Chairman prior to commencement of trading. The Board minutes will reflect, on an ongoing basis, details of share trading discussions.
Staff for whom it is known or would be expected to be known are in possession of market sensitive information are restricted to trading in Telesso Technology Limited shares in the 14 day window after the yearly and half yearly financial results and other material announcements. Other staff must discuss share trading with the Chief Executive Officer prior to commencement of trading.
Details of share trading discussions are to be presented to the Board as and when they occur.
[See Continuous Disclosure Policy - 30KB PDF File]
The principal method of communicating to shareholders is through the Company’s Annual Report, issued to all shareholders and posted on the Company’s website. All ASX announcements are also posted on the Company’s website.
In addition, through the Company’s AGM, shareholders receive reports by the Board on Telesso’s activities for consideration and can participate by attending the meeting.
The Company’s website is regularly reviewed and updated, having regard to the ASX Guidelines to promote communications with shareholders.
HLB Mann Judd (NSW) is Telesso’s external auditor. HLB Mann Judd’s policy is to rotate audit partners every seven years.
HLB Mann Judd meets with the Board Audit Committee and is given the opportunity to meet with Telesso Directors without management in attendance. A representative from HLB Mann Judd attends Telesso’s AGM.
- Reliance on key personnel
- Economic conditions of North America and Western Europe
- Technology development
- Complexity and cost of technology transfer
- Increased competition
- Timeframes to produce revenues
- Litigation by generic manufacturers
- Regulatory approvals overseas
- Technology intellectual property rights
- Market acceptance
- Additional capital requirements
- Managing future growth
- Reliance on research and development team
- International markets
Shareholder value analysis is considered by the Board to be integral to the management of Telesso’s business and its related risks, with the objective of maximising shareholder returns over time.
The consideration and approval by the Board each year of the Company strategy, business plans and financial budgets involve identification of significant risks and the implementation of appropriate strategies to deal with them.
The Board also requires rigorous management reporting against projected results.
The Board receives monthly detailed reports and briefings by management on the Company’s financial performance, R&D programs and business development activities. Details of occupational health and safety and environmental compliance are also submitted in the R&D report by management and monitored by the Board on a regular basis.
[See Risk Management and Internal Systems Policy - 36KB PDF File]The individual objectives for all employees have been developed to directly align to achieving the Company’s business objectives.
The Board has committed to future annual reviews of its performance, both individually and collectively, as well as annual reviews of key Company management against both measurable and qualitative indicators. The performance evaluations will be conducted by external independent advisors.
[See Board Performance Evaluation Policy - 30KB PDF File]
The individual objectives for all employees have been developed to directly align to achieving the Company’s business objectives
Remuneration for Company employees, including management, is determined by reference to market rates and includes performance-based incentives. Remuneration packages are set at levels that are intended to attract and retain Executives of sufficient calibre to facilitate the efficient and effective management of the Company’s operations. Remuneration and other terms of employment for Senior Executives are formalised in employment agreements.
Remuneration includes base salary, superannuation, motor vehicles, performance based bonuses, share options, fringe benefits and termination entitlements. At this stage of the Company’s development, with no established cash flow, the Directors believe that the granting of options over unissued shares, and the issue of shares to satisfy the payment of bonuses, are appropriate performance based remuneration mechanisms.
Remuneration of Non-executive Directors is determined in aggregate by shareholders in general meeting. The Board of Directors determines individual fees within the aggregate level, having regard to the number of Directors and their respective roles and responsibilities. This is currently set at $100,000 per annum.
