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mobiles2go is a growing group of companies. All corporations are
currently private limited liability companies, although it is
likely that all or part of the group will seek public listing at a
future date.
The group has adopted Corporate Governance principles that it
believes to be effective and of high quality and integrity. The
performance and effectiveness of these principles may be changed as
a result of the group continuing to evolve. The Directors will
ensure that the group's Corporate Governance principles are
responsive to such evolution.
The following is a summary of the group's Corporate Governance
principles as at February 2009.
Responsibilities of the board
A board of directors is appointed in accordance with the
Constitution (or Memorandum, Articles of Association or By-Laws as
may apply) for each corporation. The board of each corporation is
responsible for:
- overseeing the company, including its control and
accountability systems
- appointing and removing the chief executive officer, or
equivalent
- where appropriate, ratifying the appointment and the removal of
senior executives*
- providing input into and final approval of management’s
development of corporate strategy and performance objectives
- reviewing and ratifying systems of risk management and internal
control, codes of conduct, and legal compliance
- monitoring senior executives’ performance and implementation of
strategy
- ensuring appropriate resources are available to senior
executives
- approving and monitoring the progress of major capital
expenditure, capital management, and acquisitions and
divestitures
- approving and monitoring financial and other reporting.
*Senior executives include all officers and employees who
have the opportunity to materially influence the integrity,
strategy and operation of the company and its financial
performance.
As of February 2009, all Directors hold some form of equity
interest in one or more group companies, either directly or
indirectly. As the group continues to evolve, it is anticipated
that a number of independent directors will be appointed.
Code of Conduct
The group is in the process of articulating the code of conduct
to apply to each member company of the group and which will state
the values and policies of the company. This code of conduct will
reflect the group's Vision and Values. It will have regard to our
legal obligations and the interests of a range of stakeholders
including shareholders, employees, business partners, creditors,
consumers, the environment and the broader community in which they
operate.
Integrity in financial reporting
The group has established a central audit committee focusing on
issues relevant to the integrity of the financial reporting of each
company in the group. This committee provides its recommendations
to the board of each company. Each board has ultimate
responsibility for the integrity of financial reporting for the
company which it serves. As the group evolves, this audit committee
will be expanded to ensure a suitable number of non-executive and
independent directors on the committee.
Timely and balanced disclosure
None of the group companies are reporting entities.
Notwithstanding, the group's intention is that all shareholders
have equal and timely access to material information concerning the
company - including its financial position, performance, ownership
and governance - and that information provided to shareholders is
factual and presented in a clear and balanced way. The group
recognises that “balance” requires disclosure of both positive and
negative information.
Respect for the rights of shareholders
The group will respect the rights of shareholders and
facilitate the effective exercise of those rights. As the group
evolves and its shareholder base grows, a formal communication
strategy will be developed to empower shareholders by communicating
effectively with them; giving them appropriate access to balanced
and understandable information about the company and corporate
proposals; and making it easy for them to participate in general
meetings.
Risk Management
The group has been progressively developing and implementing a
system of risk oversight, risk management and internal control.
Risks being addressed include but are not limited to financial
reporting risks (the risk of a material error in the financial
statements); and other risks, such as operational, environmental,
sustainability, compliance, strategic, external, ethical conduct,
reputation and brand, technological, product and service quality
and human capital which if not properly managed will affect the
company. Development of this risk management system is ongoing. At
this time a group risk management working committee operates with
the objective of crystallising a policy to apply to each member
company. Implementation of that policy will then fall to the board
of each company and will be monitored by the group audit
committee.
Remuneration
The group's objective is to ensure that the level and
composition of remuneration for each and every employee is
sufficient and reasonable and that its relationship to performance
is clear. All decisions in relation to remuneration are currently
made by the board of each member company. The group is currently
establishing a remuneration committee. The responsibilities of the
remuneration committee include a review of and recommendation to
each board on: the company’s remuneration, recruitment, retention
and termination policies and procedures for senior executives;
senior executives’ remuneration and incentives; superannuation
arrangements; and the remuneration framework for directors. The
group's remuneration policy is designed to motivate senior
executives to pursue the long-term growth and success of the
company; and demonstrate a clear relationship between senior
executives’ performance and remuneration.
Acknowledgement
The mobiles2go group proudly originates from Australia. Its
Corporate Governance principles have been based on the existing and
draft good practice recommendations of the Australian Stock
Exchange's Corporate Governance Council.
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