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Updated 27 April 2018 (originally released 28 September 2017)
The Board is responsible for the corporate governance of CountPlus Limited (CountPlus or Company), including adopting policies and procedures to ensure the CountPlus Directors, management and employees fulfil their functions to the standards and in accordance with the principles set out in this statement.
The Board's corporate governance policies and practices substantially comply with the recommendations in the 3rd edition of the ASX Corporate Governance Council's "Corporate Governance Principles and Recommendations" (ASX Recommendations). Where CountPlus' practices depart from the ASX Recommendations, CountPlus will work towards compliance, where appropriate, given the company's operations.
CountPlus' main policies and practices and the extent of their compliance with ASX Recommendations are summarised below, and where a different approach has been adopted, the reasons for that.
Principle 1 - Lay Solid Foundations for Management and Oversight
The Board has responsibility for setting corporate governance policies. The Board delegates the management of CountPlus' resources to senior management under the Chief Executive Officer's (CEO) leadership.
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 authority which has been delegated to senior management. The Board has also created a dedicated Governance and Legal Associate role to enhance the effective implementation of its good governance policies across the Company's range of activities.
The Board has established a Remuneration & Nominations Committee to evaluate the performance of the Managing Director/CEO.
The responsibilities of the Board include:
Reviewing and approving the strategic plan for the Company, including planning and goal setting for growth;
Monitoring the performance of the Company and its management team;
Selecting and appointing the CEO, succession planning and setting remuneration;
Setting lines of authority from the Board to the CEO;
Agreeing on performance indicators with management;
Protecting the Company's financial position and its ability to meet its debts and other obligations;
Establishing and monitoring policies which ensure the Company complies with the law and conforms to the highest standards of financial and ethical behaviour;
Ensuring that the Company adheres to reporting systems and appropriate operational and financial controls together with monitoring compliance; and
Ensuring that the Company's accounts are true and fair in conforming with Australian Accounting Standards and the Corporations Act 2001 (Cth).
CountPlus' management is obliged to supply the Board with information that enables it to effectively discharge its duties. This is facilitated by the Company Secretary, who is responsible for completing and distributing Board agendas and briefing materials. The Company Secretary is accountable to the Board and Chair regarding the proper functioning of the Board.
CountPlus has a written agreement with each Director and senior executive defining the terms of their appointment.
Information relevant to election of Directors
CountPlus undertakes appropriate checks before suggesting to Shareholders a candidate for election as a Director. If Shareholders are deciding on whether or not to elect or re-elect a Director, the Board will provide Shareholders with all the relevant information that it possesses.
Performance evaluation for Directors
In the ordinary course CountPlus carries out evaluations on individual Directors, the Board Committees and the Board as a whole, every three years. Such evaluations involve self-assessments and may include third party assessments as circumstances may require. During the financial year ended 30 June 2017, a performance evaluation of the Board was not undertaken since four out of the six directors (including the Managing Director) were appointed during FY17 and the remaining two directors retired in October 2017.
Performance evaluation of senior executives
CountPlus has processes for evaluating the performance of its senior executives. Each senior executive is evaluated against agreed performance objectives. The evaluation process is conducted annually and then remuneration determined. Information regarding CountPlus' remuneration practices is provided in the Remuneration Report in the 2017 Annual Report.
An evaluation of senior executives was conducted for the financial year ended 30 June 2017.
Diversity Policy and Gender Diversity
The Company values diversity and recognises its benefits. The Company believes that it should hire, develop, promote and retain people strictly based on their talents, experience, commitment and performance.
The Company has a Diversity Policy, which sets out the Company's diversity objectives on gender, age and ethnicity, amongst the other areas specified in the Diversity Policy, which is 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 and reporting the Company's progress in achieving these objectives.
The Company promotes its Diversity Policy through communication of the Policy to all firms. This helps CountPlus apply 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.
CountPlus takes several initiatives which assist in achieving, fostering and supporting the Diversity Policy, including:
Retaining key employees by creating an environment of growth, advancement and retention of staff, regardless of gender, age, cultural background, and/or ethnicity;
Circulating the Diversity Policy annually to highlight expectations around behaviour consistent with encouraging diversity;
Hiring employees and Directors from a diverse candidate pool;
Developing career progression based on merit. As part of the Company's succession planning process, well-performing staff are identified for career progression. A management leadership program (Emerging Leaders) assists staff in reaching senior management roles and is open to all staff;
Reviewing the Company's objectives and on an annual basis, including the participation of women in leadership positions;
Developing other internal Group policies which support the Diversity Policy, including the "Grievance Policy", "Code of Ethics and Conduct Policy" and "Whistleblower Policy".
The Company's Diversity Policy encourages gender diversity and the Company's commitment to creating a fair, equitable and respectful workplace where staff are considered for opportunities to advance on merit. 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 %
Actual %
Number of women employees in the whole organisation
Number of women in senior executive positions*
*senior executive positions refers to employees who have senior managerial responsibilities.
Number of women on Partner Firms' Boards
Number of women on the Board
CountPlus has been working on initiatives such as the management leadership program to help women in Partner Firms move into leadership roles and Director positions. Through this strategy, the proportion of women on Partner Firm Boards rose to 11% in 2017 from 10% in 2016. Female participation in the Company increased to 62% during 2017 compared to 61% in 2016. The proportion of women on CountPlus' Board rose to 33% in 2017 from no women in 2016. However, the number of women in senior executive positions fell to 41% in 2017 from 46% in 2016.
In addition to the targets above, the Company established in 2017 the following objectives:
To increase the number of women promoted – 59.0% of employees awarded promotions were women compared with 52.2% in the prior year. CountPlus has achieved this objective,
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).
Principle 2 - Structure the Board to Add Value
The CountPlus Board is currently made up of five Directors, four of whom are independent Non-Executive Directors (Ray Kellerman, Alison Ledger, Kate Hill and Andrew McGill) with Matthew Rowe as Managing Director. Recommendation 2.4 of the ASX Recommendations states that most Board members should be independent Directors.
Directors are considered to be independent if they are not part of management and if they are free of any interest or relationship that might influence their capacity to independently judge Board matters and to act in the best interests of CountPlus and its Shareholders. The Board will consider the materiality of any relationship on a case‑by‑case basis.
The Board considers Alison Ledger, Kate Hill and Andrew McGill to be independent Directors. The current Chair, Ray Kellerman, is also considered an independent Director.
Board skills matrix
CountPlus' objective is to have an appropriate mix of expertise and experience on the Board to effectively discharge its responsibilities. The present Board's mix of expertise and experience covers the following key areas:
Strategic and commercial acumen
Finance and Risk
Industry and Executive Experience
Financial services experience
Professional services experience
Technology competence
People, culture and conduct
Desired behaviour
Remuneration & Nominations Committee
The Remuneration & Nominations Committee has the responsibility for planning succession in Board appointments, subject to Board and Shareholder approval. This Committee must have at least three members, who may be Executive or Non-Executive Directors. Currently, Ray Kellerman, Alison Ledger and Andrew McGill are members of this Committee. The Chair to this Committee is an independent Non-Executive Director and is currently Alison Ledger. The number of meetings held and attended by each member of the Remuneration & Nominations Committee during the year are set out in the Directors' Report within the Annual Report.
The Board has a program in place for inducting new directors and provides professional development opportunities for Directors to develop and maintain the skills and knowledge they need to perform their roles effectively.
Principle 3 - Act Ethically and Responsibly
The Board recognises the need to observe the highest standards of corporate practice and business conduct. Accordingly, the Board has a formal Code of Ethics and Conduct (Code) to be followed by all employees and management.
The key aspects of this Code are to:
act honestly, with integrity, fairness and equity;
observe the rule and spirit of all laws and regulations which govern the operation of CountPlus, its business environment and its employment practices;
act in the best interest of CountPlus;
not knowingly participate in any illegal or unethical activity;
avoid any real or perceived conflict of interest; and
use company resources and property properly.
CountPlus also has in place a Securities Trading Policy which applies to all staff, Directors and contractors of the Company. The Policy prohibits these individuals from dealing in the Company's shares when they are in possession of price-sensitive information, as defined by the Corporations Act 2001 (Cth). The Securities Trading Policy also restricts Directors and employees in possession of price sensitive information from trading in CountPlus shares outside of the "share trading window".
The "share trading window" is the period between 24 hours and 30 working days after the release of CountPlus' half-year and full-year results and 24 hours and 30 working days after the AGM. The Securities Trading Policy is circulated at least twice a year to Directors, key management personnel and anyone who is in possession of price sensitive information, along with an email reminding them of their obligations to abide by this policy.
A copy of the Code and the Securities Trading Policy are available on the Company's website (www.countplus.com.au).
Principle 4 - Safeguard Integrity in Financial Reporting
The Board requires the CEO and CFO to provide to the Board assurance in the form of a declaration that in their opinion, CountPlus' financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the Company's financial position and performance. This declaration must be given before the Board approves CountPlus' financial statements and must be formed based on a sound system of risk management and internal controls.
Audit & Risk Committee
The Board has an Audit & Risk Committee. This Committee must have at least three members. All must be Non‑Executive Directors and a majority must be independent. Currently, independent Non‑Executive Directors, Ray Kellerman, Alison Ledger and Kate Hill are members of this Committee. Kate Hill is the Chair of the Committee. The current composition of the Audit & Risk Committee complies with Recommendation 4.1 of the ASX Recommendations.
The number of meetings held and attended by Audit & Risk Committee members is disclosed in the Annual Report, as are the qualifications of Committee members.
The Committee's functions are to review:
significant accounting and reporting matters;
the reporting of financial information;
the appointment and effectiveness of the external auditor;
systems of internal control and audit; and
the risk management framework.
Principle 5 - Make Timely and Balanced Disclosure
Continuous Disclosure and Shareholder Communication
CountPlus is committed to its disclosure obligations under the ASX Listing Rules. CountPlus has a Continuous Disclosure Policy which requires Directors and management to fulfil their obligations on the timely disclosure of price‑sensitive information.
The Continuous Disclosure Policy is disclosed on CountPlus' website (www.countplus.com.au).
Principle 6 - Respect the Rights of Security Holders
CountPlus is committed to keeping Shareholders informed of all major developments affecting CountPlus as required by law. CountPlus has also implemented an investor relations program to facilitate communication with investors and to encourage participation at Shareholder meetings. Information will be communicated to Shareholders through ASX announcements and publishing information on CountPlus' website (www.countplus.com.au).
The Company's website will contain information about CountPlus, including media releases, key policies and the Charters of CountPlus' Board and Board Committees. All ASX announcements are posted on CountPlus' website when this information has been released to the ASX.
The CountPlus AGM provides an important opportunity for Shareholders to communicate with the CountPlus Board and management. Shareholders are encouraged to attend the AGM or to vote on motions through a proxy.
Notice of the upcoming AGM and explanatory material will be available on CountPlus' website (www.countplus.com.au) and sent to Shareholders as required by the Corporations Act. At the AGM, Shareholders can ask the Chair or any Board member questions or comment on the results or management of CountPlus. The external auditor will also be available at the AGM to answer questions about their report.
Shareholders can elect to receive and send communications electronically to CountPlus and its share registry.
Principle 7 - Recognise and Manage Risk
The identification and proper management of CountPlus' risk is an important priority of the Board. CountPlus has a Risk Management Policy, which is disclosed on CountPlus' website (www.countplus.com.au). This Policy highlights the risks relevant to CountPlus' operations, and CountPlus' commitment to implementing systems to control risk.
This Policy ensures:
regular reporting to the Board by the CEO on CountPlus' key risks and their management; and
assurances are provided from the CEO about the effectiveness of CountPlus' risk management and internal compliance and control systems.
The Audit & Risk Committee is responsible for reviewing and reporting on the effectiveness of the Company's Risk Management Policy, and monitoring and advising to the Board on matters as they relate to risk management.
The Audit & Risk Committee reviews CountPlus' risk management framework at least annually to satisfy itself that it continues to be sound. During the financial year ended 30 June 2017, such a review has taken place.
The membership of the Audit & Risk Committee is set out above in Principle 4. CountPlus complies with Principle 4.
As set out in CountPlus' Audit & Risk Committee Charter, the Committee's functions includes reviewing:
systems of internal control and internal audit; and
Acquisitions Committee
As set out in CountPlus' Acquisitions Committee Charter, the purpose of the Committee is to review and approve certain investment and sale transactions proposed by CountPlus' management.
This Committee must have at least three members, who may be Executive or Non-Executive Directors. Currently, Kate Hill, Andrew McGill and Matthew Rowe are members of this Committee. Andrew McGill, who is an independent Non-Executive Director, acts as the Chair of the Committee.
Internal audit function
CountPlus' internal audit function is outsourced to a third party, being National Audits Group. The internal audit function provides objective assurance on the effectiveness of the Company's risk management, internal control and governance processes by regularly reviewing and reporting on these processes.
Sustainability risks
As mentioned above, the Company has a Risk Management Policy to monitor and manage risks. The Company has no material exposure to environmental and social sustainability risks.
Principle 8 - Remunerate Fairly and Responsibly
The remuneration structure for Non-Executive Directors differs from that of the Executive Directors. The Board has a Remuneration & Nominations Committee.
This Committee must have at least three members, who may be Executive or Non-Executive Directors. Currently, Ray Kellerman, Alison Ledger and Andrew McGill are members of this Committee. The Chair of this Committee is independent Non-Executive Director, Alison Ledger.
As the CEO, Matthew Rowe does not decide his remuneration or evaluate his own performance. The Company has procedures to identify and address any potential conflict of interest in Matthew Rowe being involved in setting the remuneration for other executives that may indirectly affect his own.
The number of meetings held and attended by members of the Remuneration & Nominations Committee is set out each year in the Directors' Report within the Annual Report.
As set out in CountPlus' Remuneration & Nominations Committee Charter, the primary functions of the Committee are to make recommendations to the Board on:
remuneration and incentive policies for Executive Directors and senior management;
CountPlus' recruitment, retention and termination policies for senior executives; and
remuneration and incentive policies for Non‑Executive Directors.
Equity-based remuneration scheme
CountPlus has an existing equity-based remuneration scheme, being its Loan Funded Share Plan (LFS Plan), which may be available to staff. CountPlus has also established a Long Term Incentive Plan (LTIP) confirmed by shareholder approval. The CEO will be entitled to participate in the LTIP. Under the Company's Securities Trading Policy, all directors and senior executives of the Company (including the CEO) are prohibited from dealing in any financial products issued or created over the Company's shares by third parties or dealing in associated products. In addition, they must not enter into a transaction that would limit the risk of their shareholding in the Company.