AI assistant
SELECT HARVESTS LIMITED — Governance Information 2022
Nov 21, 2022
65792_rns_2022-11-21_dc804e80-2f29-4384-87e9-a098126c1dc4.pdf
Governance Information
Open in viewerOpens in your device viewer
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
| Select Harvests Limited | |
|---|---|
| ABN/ARBN | Financial year ended |
| 87 000 721 380 | 30 September 2022 |
| Our corporate governance statement2 for the above period above these pages of our annual report: this URL on our website: | can be found at:3______________________________________http://www.selectharvests.com.au/governance |
| The Corporate Governance Statement is accurate and up to date as at 22approved by the board. | November2022 and has been |
| The annexure includes a key to where our corporate governance disclosures can be located. |
| Date here: | 22 November2022________ |
|---|---|
| Sign here: | Director/Company secretary |
| Print name: | Brad Crump_____________________ |
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed… | We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard andmanagement; and(b)those matters expressly reserved to the board andthose delegated to management. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… and information about the respective roles andresponsibilities of ourboard and management(including thosematters expressly reserved to the board and those delegated tomanagement): at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.2 | Alisted entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a director; and(b)provide security holders with all material informationin its possession relevant to a decision on whether ornot to elect or re-elect a director. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with eachdirector and senior executive setting out the terms of theirappointment. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should beaccountable directly to the board, through the chair, on allmatters to do with the proper functioning of the board. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed… | We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have a diversity policy which includes requirementsfor the boardor a relevant committee of the board tosetmeasurable objectives for achieving genderdiversity andto assess annually both the objectives andthe entity's progress in achievingthem;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversityset by the board or a relevant committee of the boardin accordance with the entity's diversity policy and itsprogress towards achieving themand either:(1)the respective proportions of men and women onthe board, in senior executive positions and acrossthe whole organisation (including how the entityhas defined "senior executive" for these purposes);or(2)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity's mostrecent "Gender Equality Indicators", as defined inand published under that Act. | … the fact that we have a diversity policy that complies withparagraph(a): in our Corporate Governance StatementORat this location:Insert location here… and a copy of our diversity policy or a summary of it: at this location:http://www.selectharvests.com.au/governance… the measurable objectives for achieving gender diversity setby the board or a relevant committee of the board inaccordance with ourdiversity policy and ourprogress towardsachieving them: in our Corporate Governance Statement ORat this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2): | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| in our Corporate Governance StatementORat this location:_____________________________________________Insert location here |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed… | We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the board, its committees andindividual directors; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process. | … the evaluation process referred to in paragraph (a): in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b): in our Corporate Governance StatementORat this location:Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.7 | A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of its senior executives; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process. | … the evaluation process referred to in paragraph (a): in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b): in our Corporate Governance StatementORat this location:Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed… | We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 2.2 | A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity that theboard currently has or is looking to achieve in itsmembership. | … our board skills matrix:in our Corporate Governance Statement OR at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board tobe independent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but theboard is of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director. | … the names of the directors considered by the board to beindependent directors:in our Corporate Governance StatementOR at this location:In the Directors' Report contained in the 2022AnnualReport.… where applicable, the information referred to in paragraph(b):in our Corporate Governance StatementOR at this location:In the Directors' Report contained in the 2022AnnualReport.… the length of service of each director:in our Corporate Governance Statement OR at this location:In the Directors' Report contained in the 2022AnnualReport. | an explanation why that is soin our CorporateGovernance Statement |
| 2.4 | A majority of the board of a listed entity should beindependent directors. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed… | We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed … | ||
|---|---|---|---|---|
| 2.5 | The chair of theboard of a listed entity should be anindependent director and, in particular, should not be thesame person as the CEO of the entity. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable | |
| 2.6 | A listed entity shouldhave a program for inducting newdirectorsandprovideappropriateprofessionaldevelopment opportunities for directors to develop andmaintain the skills and knowledge needed to perform theirrole as directorseffectively. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable | |
| PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY | ||||
| 3.1 | A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary ofit. | … our code of conduct or a summary of it:in our Corporate Governance StatementOR at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance Statement |
| PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATEREPORTING | |||
|---|---|---|---|
| 4.1The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporatereporting,including the processes for the appointment andremoval of the external auditor and the rotation of theaudit engagement partner. | [If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2): in our Corporate Governance StatementORat this location:Insert location here… and a copy of the charter of the committee: at this location:http://www.selectharvests.com.au/governance… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementOR at this location:In the Directors' Report contained in the 2022AnnualReport.[If the entity complies with paragraph (b):]… the fact that we do not have anaudit committeeand theprocesses weemploy that independently verify and safeguardthe integrity of ourcorporatereporting, including the processesfor the appointment and removal of the external auditor and therotation of the audit engagement partner:in our Corporate Governance StatementORat this location:Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that,in their opinion,the financial records of the entity have been properlymaintained and that the financial statements comply withthe appropriate accounting standards and give a true andfair view of the financial position and performance of theentityand that the opinion has been formed on the basisof a sound system of risk management and internalcontrol which is operating effectively. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance Statement |
|---|---|---|---|
| 4.3 | A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM and is available toanswer questions from security holders relevant to theaudit. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity thatdoes not holdan annual general meeting and this recommendation istherefore not applicable |
| PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary ofit. | … our continuous disclosure compliance policy or a summaryof it:in our Corporate Governance StatementOR at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance Statement |
| PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself andits governance to investors via its website. | … information about usand ourgovernance on our website: at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance Statement |
| 6.2 | A listed entity should design and implement an investorrelations program to facilitate effective two-waycommunication with investors. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| 6.3 | A listed entity should disclose the policies and processesit has in place to facilitate and encourage participation atmeetings of security holders. | … our policies and processes forfacilitatingand encouragingparticipation at meetings of security holders: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity that does not holdperiodic meetings of security holders and thisrecommendation is therefore not applicable |
|---|---|---|---|
| 6.4 | A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| PRINCIPLE 7 –RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should:(a)have a committee or committees to oversee risk, eachof which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; OR(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | [If the entity complies with paragraph (a):]… the fact that we have a committee or committees to overseerisk that complywith paragraphs (1) and (2): in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… and a copy of the charter of the committee: at this location:http://www.selectharvests.com.au/governance… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementOR at this location:In theCommittee Membershipsection oftheDirectors' Report which is contained in the 2022Annual Report.[If the entity complies with paragraph (b):]… the fact that we do not have a risk committeeor committeesthat satisfy (a) and the processes weemploy for overseeing our | an explanation why that is soin our CorporateGovernance Statement |
| in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | |||
|---|---|---|---|
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besound; and(b)disclose,in relation to each reporting period, whethersuch a review has taken place. | … the fact that we follow this recommendation: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | anexplanation why that is soin our CorporateGovernance Statement |
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; OR(b)if it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes. | [If the entity complies with paragraph (a):]… how our internal auditfunction is structured and what role itperforms: in our Corporate Governance Statement ORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function andthe processes weemploy for evaluating and continuallyimproving the effectiveness of ourrisk management andinternal control processes:in our Corporate Governance Statement ORat this location:Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| 7.4 | A listed entity should disclose whetherit has any materialexposureto economic, environmental and socialsustainabilityrisksand, if it does, how it manages orintends to manage those risks. | … whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo, howwemanage or intend to manage those risks:in our Corporate Governance StatementOR at this location:In the Operating and Financial Review section of theDirectors' Report which is contained in the 2022Annual Report.Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLY | |||||
|---|---|---|---|---|---|
| 8.1The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; OR(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for directorsand senior executives and ensuring that suchremuneration is appropriate and not excessive. | [If the entity complies with paragraph (a):]… the fact that we have a remuneration committee thatcomplies with paragraphs (1) and (2): in our Corporate Governance StatementORat this location:Insert location here… and a copy of the charter of the committee: at this location:http://www.selectharvests.com.au/governance… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementOR at this location:In the Committee Membershipsection of theDirectors' Report which is contained in the2022Annual Report.[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committeeandthe processes weemploy for setting the level and compositionof remuneration for directors and senior executives andensuring that such remuneration is appropriate and notexcessive:in our Corporate Governance StatementORat this location:Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directors andother senior executives. | … separately our remuneration policies and practices regardingthe remuneration of non-executive directors and theremuneration of executive directors and other seniorexecutives: in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
|---|---|---|---|
| 8.3 | A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and(b)disclose that policy or a summary of it.ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | … our policy on this issue or a summary of it: at this location:http://www.selectharvests.com.au/governance | an explanation why that is soin our CorporateGovernance Statement ORwe do not have an equity-based remuneration schemeand this recommendation is therefore not applicable ORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| - | Alternative to Recommendation1.1 for externallymanaged listed entities:The responsible entity of an externally managed listedentity should disclose:(a)the arrangements betweenthe responsible entity andthe listed entity for managing the affairs of the listedentity;(b)the role and responsibility of the board of theresponsible entity for overseeing those arrangements. | … the information referred to in paragraphs (a)and(b):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance Statement |
| - | Alternative to Recommendations8.1, 8.2and8.3forexternally managed listed entities:An externally managed listed entity should clearly disclosethe terms governing the remuneration of the manager. | … the terms governing our remuneration as manager of theentity:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here | an explanation why that is soin our CorporateGovernance Statement |
Select Harvests Limited
ABN 87 000 721 380
Corporate Governance Statement
for the financial year ended 30 September 2022
This Corporate Governance Statement describes the key corporate governance policies and practices of Select Harvests Limited. The Company has followed the recommendations of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations throughout the financial year ended 30 September 2022.
These principles are:
- Principle 1 Lay solid foundations for Management and Oversight
- Principle 2 Structure the Board to be effective and add value
- Principle 3 Instil a culture of acting lawfully, ethically and responsibly
- Principle 4 Safeguard the Integrity of Corporate Reports
- Principle 5 Make timely and balanced disclosure
- Principle 6 Respect the Rights of Security Holders
- Principle 7 Recognise and Manage Risk
- Principle 8 Remunerate Fairly and Responsibly
The following statements address each of these principles.
Principle 1 – Lay solid foundations for Management and Oversight
1.1 Roles and Responsibilities of the Board and Management
The Board of Select Harvests Limited (SHV) is responsible for the overall corporate governance of the Company. The Board guides and monitors the business and affairs of SHV on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board's Charter is located in the governance section of the Company's website. http://www.selectharvests.com.au/governance/.
The Board represents the interests of shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board and ensuring appropriate control mechanisms are in place to adequately manage those risks.
The Board has delegated responsibility for the operation and administration of the Company to the Managing Director and the Executive team. The Board ensures that this team is appropriately qualified and experienced to carry out its responsibilities and has in place procedures to assess the performance of the Managing Director and the Executive team. The Board holds management accountable for the performance of its delegated functions. In doing so, the Board constructively challenges management's proposals and decisions and seeks to instil a culture of accountability throughout the business.
1.2 Director and Executive Selection
To ensure that the Board is well equipped to carry out its responsibilities it has established guidelines for the selection of Directors and Executive team members. Several channels are used to source candidates to ensure the Company can benefit from a diverse range of individuals during the selection process.
The composition of the Board and Executive team ensures that all essential skills are in place to operate, manage and govern the business.
1.3 Directors and Executive Agreements
The Directors and Executive team have a written agreement with the Company setting out the terms of their appointment. The key terms of these agreements are published in the Remuneration Report.
1.4 Company Secretary
The Company Secretary is accountable to the Board through the Chair and provides advice and support to the Board. They are responsible for all matters to do with the proper functioning of the Board. All Directors can communicate directly with the Company Secretary and vice versa.
1.5 Inclusion and Diversity
SHV recognises that an inclusive and diverse workforce supports our goals of achieving business success through the diversity, talent, passion and skill of our people. We appreciate that each employee brings their own unique capabilities, experiences and characteristics to work.
The Company is proud of its ongoing achievements in employing a diverse range of over 568 permanent, casual and seasonal workforces employed in both regional and metropolitan Australia.
The Company's diversity includes the employment of people from many different ethnicities. Based on what our people have disclosed, approximately 44% come from diverse ethnic backgrounds. SHV is proud to partner with Indigenous and Islander education and employment programs, in addition to engaging people from various other regions around the world.
The Company also recognises that gender diversity is of critical importance in sustaining and growing a successful business. Our 2030 target is 40% female participation at all levels across the Company. Plans have been put into place to achieve this goal including recruitment and shortlist targets.
This is reflected in the targets we have set to maintain a focus on these two important characteristics of diversity:
| Female Participation | Ethnicity* | |
|---|---|---|
| Targets | =>33% | =>33% |
*Ethnicity Definition – the fact or state of belonging to a social group that has a common national or cultural tradition (Oxford Dictionary)
Performance against the Diversity goals for 2021/2022 are as follows:
| Female Participation** | Ethnicity* | |
|---|---|---|
| Target | =>33% | =>33% |
| Actual | 33% | 44% |
*Based on what our people have disclosed
** WGEA Report Year Ended 31st March 2022
Workplace Gender Equality Agency (WGEA) Diversity Report 2021/2022
| Variancefrom FY2020/21 | |||||||
|---|---|---|---|---|---|---|---|
| Year Ended 31March 2022 | Male | Female | Total | % Male | % Female | % Female | FemaleParticipationTarget |
| Board (incl CEO) | 4 | 2 | 6 | 67 | 33% | 0% | =>33% |
| SeniorExecutive | 5 | 2 | 7 | 71 | 29% | -4% | =>40% |
| SeniorManagers | 26 | 3 | 29 | 90 | 10% | -5% | =>33% |
| OtherManagers | 63 | 16 | 79 | 80 | 20% | -1% | =>33% |
| NonManagerialRoles | 463 | 248 | 711 | 65 | 35% | +2% | =>33% |
| Total | 561 | 271 | 832 | 67 | 33% | +2% | =>33% |
The following table details the progress made in 2021/2022 against the goals and outlines the new goals for 2022/2023:
| GOAL | 2021/2022 | 2021/2022 | 2022/2023 |
|---|---|---|---|
| Culture and ValuesProgram | MEASURABLE ACTIONS•Incorporate SHV's coreValues and Behavioursinto policies andprocesses includingrecruitment,performancemanagement, TownHall Announcements,etc•Implement companywide behaviourstraining supportingSHV's Values andBehaviours•Implement at least 2Company improvementinitiatives arising fromthe 2021 CultureSurvey•Increase focus andmeasurement onCommunity volunteerdays | PROGRESS•Simplified SHV's core Values andBehaviours as displayed on companywide screensavers. Values nowincorporated into all SHV Policies,Position Descriptions, and some teamsconsistently discuss a specific value atweekly meetings and Town HallAnnouncements•Implemented Business Unit Managerlead culture focus groups to shareresults from the 2021 Culture surveyand commit to Business Unit cultureinitiatives•Leadership Development training(influential leadership) rolled out to>100 senior middle and emergingleaders with a focus on modelling ourvalues and calling out non-compliantbehaviours•Culture Survey for 2022 completedincluding more detailed demographicsthis year enabling us to target specificwork teams•Low uptake of company-sponsoredcommunity service/volunteer days dueto ongoing impacts of COVID over last12 months | MEASURABLE ACTIONS•Continue to promoteSHV values &behaviours inLeadership training,team meetings,recruitment &onboarding of newemployees•Build core values intoSHV's PerformanceReview & DevelopmentProcess•Mental Health: identifypotential psychosocialrisks for our employees•Implement targetedculture improvementfocus groups for lowerresult teams |
| Recruit, develop andretain talent,including females, toincreasing genderparticipation acrossthe Company | •Host a 'Women inAgribusiness' Event forthe industry•Implement theRecruitment andPerformanceManagement modulesof new HumanResources InformationSystem (HRIS) supportSHV's TalentManagementFramework•Implement a HighPotential program andGraduate program toattract and retaintalent, with a continuedfocus on attracting andretaining highperforming femaletalent•Activate Women inSelect Council to beChaired by GM People,Safety and Culture•Assess methods fordelivering TAFEcertified | •'Women in Agribusiness' event notimplemented due to COVIDrestrictions•Built the Performance Managementand Recruitment module within theHRIS•Successfully promoted and createdbusiness opportunities for 54 highpotential employees (6 females and48 males)•Two male graduates successfullyrecruited in a difficult regional market.No female applications received•Of the 289 new employees hiredduring the WGEA reporting period,38% of these were female (109females)•Work experience placement of femalestudent studying Ag Science atAdelaide Uni interested in a careerwith SHV•Appointed 6 females into leadershiproles across the Company duringWGEA reporting period•'Women in Select Council' notimplemented due to competingbusiness demands and resourcereallocation to manage COVIDcomplexities, Leadership | •Host a 'Women inAgribusiness' Event forthe industry•Build the remainingmodules of the HRISincluding Learning &Development, Career &Succession Planning &Compensation tosupport SHV's TalentManagementframework•Development plansdesigned andimplemented for KeyExecutive & emergingleaders within thebusiness, with a focuson developing femalesacross all levels of thebusiness•Establish shortlistquotas approach tohiring females andtrack and encouragethe promotion offemales |
| GOAL | 2021/2022 | 2021/2022 | 2022/2023 |
|---|---|---|---|
| MEASURABLE ACTIONS | PROGRESS | MEASURABLE ACTIONS | |
| programs in Horticultureand Processing Divisions | Development Program and the newHRIS build•SHV partnered with Sunraysia TAFEto build a 3-module certifiedLeadership Development Programwhich is currently being rolled out fromMay 2022 – Dec 2022 acrossHorticulture, Processing andCorporate Divisions•Invited females across the business toparticipate in Agribusiness scholarshipand sponsored industry events atUniversity of Adelaide to attract femaleGrads•People, Safety & Culture Team(PS&C) have presented to schoolgroups touring the Carina WestProcessing Facility (CWPF) to adviseof career options within SHV,highlighting career opportunitiesacross all areas of the businessincluding traineeships andapprenticeships for both males andfemales. | ||
| Build a flexibleworkplace | •Commitment to ongoingflexible workplace postCOVID-19.•Where possible,implement flexibility ofwork hours to attractand retain talent, forexample, longer hoursin fewer days witheffectiveness assessedby output•Evaluate purchasedleave option and makerecommendation | •Flexible work offered throughout COVIDand post COVID with Corporate officeadopting a 3/2 Office/WFH approach,including flexibility of choice of day for3rd day•Developed and implemented a WFHPolicy for office-based employees•Flexible work hours offered wherepossible to attract employees withincurrent highly competitive marketincluding compacted work weeks,permanent part-time, etc in order toattract talent into the business•New Paid Parental Leave Policyimplemented including company-fundedleave and return-to-work bonus•New Community Service Leave Policyimplemented including company fundedleave to support community participationduring work time•During the period, over 80 office staffacross the business were relocated toworking from home, due to COVID-19restrictions. A diverse range of flexiblearrangements were successfully set upto cater for unique needsPurchased leave option was notevaluated due to competing businessdemands and will be put onto the 2023agenda | •Evaluate purchasedleave option and makerecommendation•Ongoing commitmentand proactivemanagement of Hybridwork arrangements foroffice staff•Explore flexible workarrangements forProduction andHorticulture staff |
| GOAL | 2021/2022MEASURABLE ACTIONS | 2021/2022PROGRESS | 2022/2023MEASURABLE ACTIONS |
|---|---|---|---|
| Regular and accuratereporting of diversity | •Update SHV's Inclusionand Diversity Policy toinclude wider definitionof Diversity•Update SHV'srecruitment Policy toincorporate widerdefinition of Diversity•Commence Diversityreporting once thiscapability has beenimplemented within theHRIS in accordancewith new definition | •Diversity definition broadened as pernew Diversity, Equity & Inclusion (DEI)Policy ratified by the Board in Sep 2022•Recruitment Policy updated inaccordance with new DEI Policy•Completed WGEA reporting on-timeand received compliance notification | •Commence Diversityreporting once thiscapability has beenimplemented within theHRIS•Complete WGEA reporton time and receivecompliance notification |
| Workplace FairTreatment | •Introduce newGrievance Policy•Update WhistleblowerPolicy•Implement a companywide initiative aroundPsychological Safety | • New Grievance Policy is underdevelopment• Whistleblower Policy wasreviewed/updated• Zero bullying and harassment claimslodged at Fair Work Australia•New Diversity, Equity and Inclusion(DEI) Policy created and published onSHV's Website•WHS and Well Being Policy wasreviewed/updated•RUOK?Day initiative was implementedacross the Company, with HSRs, GMSand/or WHS Officers leading aconversation about PsychologicalHealth at company funded breakfastsand morning teas across all sites | •Refresher training forall Supervisors andManagers on all safetycompliance policiesand processesincluding harassment,discrimination andbullying, code ofconduct, fair treatment,occupational violence,drugs & alcohol, etc |
1.6 Board Performance and Evaluation
The Chair of the Board evaluates the performance of each Board member regularly. The performance of the Board is reviewed against the Board Charter and any specific objectives set by the Board for the Company. The Board reviews its performance and the performance of the Committees against their Charters annually. The performance evaluation of the Board was undertaken for the 2021/2022 financial year.
1.7 Executive Performance and Evaluation
Executive Performance is evaluated at least annually. The performance and measures of the Executive Team are published in the Remuneration Report.
Principle 2 – Structure the Board to be effective and add value
2.1 Board Processes
To assist in the execution of its responsibilities, the Board established a Remuneration & Nomination
Committee, an Audit and Risk Committee and a Sustainability Committee. These Committees have written Charters, which are reviewed on a regular basis and are located on the Company's website. The Board has an established framework for the management of the Company.
The full Board holds at least eleven scheduled meetings each year, plus any additional meetings at such other times as may be necessary to address any specific matters that may arise. Details of the attendances at meetings of Board and Committees during the reporting period are set out in the Directors' Report (Annual Report for the financial year ended 30 September 2022).
The agenda for Board meetings is prepared and includes the Managing Director's & Chief Financial Officer's reports, financial reports, Workplace Health and Safety (WHS), people and sustainability reporting, business divisional reports, strategic matters, business culture, governance, risk and compliance reporting. Papers are circulated in advance. Executives are involved in Board discussions where appropriate, and Directors have other opportunities, including visits to operations, for contact with a wider group of employees.
Development and succession plans for the Executives of SHV are reviewed annually by the Remuneration and Nomination Committee. Director rotation and renewal is part of the Remuneration and Nomination Committee's workplan on an annual basis.
2.2 Board Skills Matrix
The composition of the Board is determined in accordance with the following ASX principles:
- The Board should comprise at least four Directors;
- The Board should maintain a majority of independent Non-Executive Directors;
- The Chair must be a Non-Executive Director; and
- The Board should comprise Directors with an appropriate range of qualifications, skills and experience
The Company website contains the Board responsibility, skills and experience matrix, setting out the mix of capability of the current Board in key areas - http://www.selectharvests.com.au/governance/.
2.3 Director Experience
The names of the Directors of the Company in office at the date of this report, together with key biographical data, are set out in the Directors' report published in the 30 September 2022 Annual Report and on the Company Website. http://www.selectharvests.com.au/.
If a Non-executive Director has an interest, position, affiliation or relationship with a third party which may give rise to a conflict-of-interest, but the board are of the opinion that it does not compromise the independence of the Director then the nature of the interest, position or relationship, including how the conflict is managed, is noted in the Related Party notes of the Company's financial statements.
2.4 Director Independence
All current Non-Executive Directors are independent. The Board assesses the independence of each Director considering interests known to the Board, as well as those disclosed by each Director. Directors' interests are updated at the commencement of each Board Meeting. Should a conflict arise the individual director will declare the conflict. This will be noted in the minutes and the Director will leave the meeting, if appropriate, and will not participate in discussion of the item. Each Director has the right of access to all relevant company information and to the Company's Executives and, subject to prior consultation with the Chair, may seek independent professional advice at the Company's expense.
2.5 Chair Independence
The Chair is a Non-Executive Director and is independent**.**
2.6 Director Review, Induction and Education
The Company has a policy and process in place to induct and educate new Directors as well as address the ongoing education and development of its existing Directors. The policy objectives are to ensure that the Directors are equipped to provide effective oversight, as outlined in the SHV Board Skills Matrix.
The Chair is responsible for new Director inductions. Additionally, in each financial year, each Director is expected to attend one external program and all internal briefings, to keep abreast of current issues.
Directors can visit Company facilities at any time and meet with management to gain a better understanding of business operations. The Board Education and Training Policy is on the Company website: http://www.selectharvests.com.au/governance/
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
3.1 SHV's Values
The Board and Executive at SHV recognise the critical part that culture plays in driving successful outcomes and creating a work environment that motivates and retains our talented people. A Culture Survey was conducted in August 2022, which showed improvement in all qualities, with Food Safety, Innovation, People and Collaboration showing the greatest increase as compared to the previous year. The results will be collated and shared across the business in the first quarter of the new Financial Year.

The above values underpin SHV's Culture and, along with relevant Company policies, set expectations around acting ethically and responsibly and complying with applicable law and regulation, in everything we do. The relevant policies include:
- Code of Conduct
- Ethical Sourcing Policy
- Fraud, Anti-Bribery and Corruption Policy
- Whistleblower Policy
- Workplace Fair Treatment Policy
- Conflict of Interest Policy
In addition to the above we made improvements to our Parental Leave Policy and introduced a company-sponsored Community Service Leave Policy.
These policies can be found on the Company Website - http://www.selectharvests.com.au/governance/.
3.2 Code of Conduct
All Directors, managers and other employees are expected to act in accordance with the Company's values and behaviours. These Values are incorporated in the Company's Code of Conduct which was reviewed and updated in 2021. Material breaches of the Code of Conduct are required to be reported to the Board and a declaration is required to be signed by all new employees, declaring any conflicts of interest.
3.3 Whistleblower Policy
The Whistleblower Policy was reviewed and updated during 2022. The policy is extensive and provides a mechanism to report issues to an external third party. Whistleblower incidents are required to be reported to the Board. The Whistleblower Policy is located on the governance section of the Company's website http://www.selectharvests.com.au/governance/.
3.4 Fraud, Anti-Bribery and Corruption
The Fraud, Anti Bribery and Corruption Policy was reviewed in 2022 and is published on the Corporate website. Bribery and corruption incidences are required to be reported to the Board. The Fraud, Anti-Bribery and Corruption Policy is located on the governance section of the Company's website. http://www.selectharvests.com.au/governance/.
Principle 4 – Safeguard the Integrity of Corporate Reports
4.1 Audit and Risk Committee
The Audit and Risk Committee has a documented Charter, approved by the Board. All three members of the Committee are Non-Executive Directors with a majority being independent, and the Chair of the Audit and Risk Committee is not the Chair of the Board of Directors.
The members of the Audit and Risk Committee during the financial year are disclosed in the Directors' Report. The Committee meets at least four times a year and the Committee members' attendance record is disclosed in the table of Directors' meetings published in the 30 September 2022 Annual Report.
The Audit and Risk Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, it reviews its Charter at least once a year and the Company's risk register has been established in accordance with ISO standards. A copy of the Audit and Risk Committee Charter outlining the committee's duties and responsibilities is available on the governance section of the Company's website. http://www.selectharvests.com.au/governance/
4.2 Managing Director and Chief Financial Officer Declarations
The Managing Director and the Chief Financial Officer have provided declarations to the Board that:
- a) In their opinion, the financial report and notes set out in the Financial Report of Select Harvests Limited for the financial year ended 30 September 2022:
- i. are in accordance with the Corporations Act 2001;
- ii. give a true and fair view of the Group's financial position as at 30 September 2022 and of its performance for the financial year ended on that date as required by Section 305 of the Corporations Act 2001; and
- iii. comply with applicable Australian Accounting Standards as required by Section 304 of the Corporations Act 2001; and
- b) In their opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
- c) In their opinion, the financial records of the Company have been properly maintained in accordance with section 286 of the Corporations Act 2001, and
- d) In their opinion, the above statements are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and that Select Harvests' risk management and internal compliance and control is operating efficiently and effectively in all material respects in relation to financial reporting risks.
4.3 Integrity of Reporting
The external auditors, the Managing Director and Chief Financial Officer are invited to Audit and Risk Committee meetings at the discretion of the Committee, and the external auditor also meets with the Audit and Risk Committee during the year without management being present.
The Company's external auditor, PricewaterhouseCoopers, attends the AGM and is available to answer questions from shareholders relevant to the audit.
Principle 5 – Make timely and balanced disclosure
5.1 Continuous Disclosure Policy
The Company has a written policy and associated procedures to ensure compliance with its disclosure obligations under both the ASX Listing Rules and the Corporations Act. This policy is reviewed regularly with the Company's legal advisers and was most recently amended in September 2021. This is published on the Company website: http://www.selectharvests.com.au/governance/.
5.2 Board and Market Announcements
SHV's Company Secretary ensures that Directors are engaged in discussion, and approve, material market announcements before they are made.
5.3 Substantive Investor or Analyst Presentations
SHV's Company Secretary ensures compliance with the Company's continuous disclosure obligations, and provision of information to the Australian Stock Exchange. The continuous disclosure policy aims to ensure that timely and accurate information is communicated to all shareholders and market participants, consistent with the Company's commitment to continuous disclosure.
Principle 6 – Respect the Rights of Security Holders
6.1 Company Website
The SHV website provides comprehensive information about itself and its governance to investors. The website is http://selectharvests.com.au
6.2 Investor Communication
Following the release of SHV's financial results (half and full year) the Managing Director and Chief Financial Officer complete an extensive program of interactions with institutional investors and market analysts. Ad hoc interactions also occur with retail investor groups, proxy advisors and the financial media. These interactions allow investors and other financial market participants to gain a greater understanding of SHV's business, governance, financial performance and prospects. Matters of concern or interest can also be raised.
In addition, SHV's Managing Director and/or Chief Financial Officer attend and/or present at various industry and stakeholder events.
Queries or concerns raised are conveyed to the Board or relevant Executive.
6.3 Shareholder Meetings
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and understanding of the Company's strategy, objectives and performance. Shareholders have the opportunity to attend the meeting, ask questions from the floor, participate in voting and meet the Board and Management in person. Shareholders have the opportunity to submit written questions and comments to the Company and the auditor prior to the meeting.
6.4 Shareholder Voting
Shareholder voting takes place at the Annual General Meeting and is conducted by poll. Shareholders are encouraged to vote. If necessary, shareholders are able to vote on resolutions by appointing a proxy via the proxy form accompanying the Notice of Meeting.
6.5 Shareholder Communications
SHV gives shareholders the option to receive and send communication to the entity ([email protected]) and its security registry (Computershare) electronically.
All shareholder information is set out to be easily readable electronically and includes printer-friendly capability.
Principle 7 – Recognise and Manage Risk
7.1 Risk Management
The Company outsources its internal audit function and commissions specific reviews to assess the internal controls implemented to mitigate key risks. The Board oversees the Company's risk management framework, which it reviews at least annually to ensure its effectiveness. The Company's areas of focus in respect of risk management practices include, but are not limited to, product safety, workplace health and safety, environment, property, financial reporting and internal control.
The Board is responsible for the overall risk management and internal control framework but recognises that no cost-effective risk management and internal control system will preclude all errors and irregularities.
7.2 Board Risk Review
The Board has the following procedures in place to monitor performance and to identify areas of concern:
- Strategic planning: The Board is involved in formulating, reviewing and approving the strategic plan that encompasses the Company's strategy, designed to meet the stakeholders' needs and manage business risk. The strategic plan is dynamic, and the Board is actively involved in developing and approving initiatives and strategies designed to ensure the continued growth and success of the Company;
- Risk management framework: The Company's risk management framework provides a mandate and commitment to risk management, includes the Company's policy that sets out the Company's risk objectives and intentions, embeds risk management within business processes, defines accountabilities and responsibilities, outlines a risk reporting schedule and provides mechanisms for monitoring and continuous improvement;
- Financial reporting: The Board reviews actual results against budgets approved by the Directors and revised forecasts prepared during the year;
- Functional reporting: Key areas subject to regular or periodical reporting to the Board include, but are not limited to, operational, treasury (including foreign exchange), environmental, occupational health and safety, insurance, and legal matters;
- Continuous disclosure: A process is in place to identify matters that may have a material effect on the price of the Company's securities and to notify them to the ASX;
- Investment appraisal: Guidelines for capital expenditure include annual budgets, appraisal and review procedures, and due diligence requirements where businesses or assets are being acquired or divested;
- Workplace Safety: The Board and Executive provide a monthly update of workplace safety hazards, incidents, risk mitigation and remedial actions taken; and
- Environmental/Sustainability reporting: The Board reviews material impacts on the economy, environment, and people, including effects on their human rights, determined using the GRI Standards 2021 as part of the annual sustainability reporting process. The Board recognises these impacts may be (or become) financially material in the future.
The Managing Director and Chief Financial Officer have provided a statement in writing to the Board that the declaration made in respect of the Company's financial reports is founded on a system of risk management and internal compliance and control which reflects the policies adopted to date by the Board, and that the Company's risk management and internal control and compliance system is operating effectively in all material respects.
7.3 Exposure to Environmental and Social Risk
This year unprecedented local and global events have impacted Select Harvests' business and its people. The COVID-19 pandemic continued into its third year, the Varroa Mite virus entered Australia impacting our bee populations, we have experienced extreme weather events in the form of increased rain and flooding and Russia invaded Ukraine impacting global supply chains.
The focus from the Executive and key leaders has been on ensuring all employees are safe and well and continuing to operate the business, to drive the best possible outcomes in a challenging social, environmental and economic landscape. Regular company communications and legislative updates are shared with employees including ongoing support to our Employment Assistance Program to support staff through these unprecedented times.
The Company has looked to build on the long-term direction of our sustainability strategy, by aligning our reporting with the revised Global Reporting Initiative (GRI) Standards 2021 as well as the United Nations Sustainable Development Goals (SDGs), both providing a global framework that helps guide our goals and objectives as a business. The Company's 2022 Sustainability Report, to be released in February 2023, lists key targets and progress against material topics identified through our materiality assessment guided by the GRI Standards.
We have taken steps to align the disclosure of our climate-related risks and opportunities with the Taskforce on Climate Related Financial Disclosures (TCFD) in our Annual Report.
There is a shortage of healthy food globally and, as a grower and marketer of nutrient dense food products, we are well positioned to help meet this growing demand. To capitalise on this demand, we need to set our goals and targets with a long-term lens as we operate in an industry that requires commitment and up to 25 years of foresight when expanding almond operations.
It is imperative that sustainability be embedded into everything we do, which is why we recognise it as a core value supporting the delivery of our business strategy. This sustainable approach to running our business is essential to delivering on our key strategic objectives:
- Optimise the almond base
- Grow our brands
- Expand strategically
We are motivated to meet increasing expectations to address complex global social and environmental challenges, such as managing our resources efficiently, creating a safe working environment that ensures inclusiveness and diversity and compliance to laws within our operations and supply chain, whilst reducing our impact on the environment. To achieve this, we need to execute on the business fundamentals, along with receiving the social and environmental mandate from the communities within which we operate.
The Company is committed to minimising any negative impact its operations have on the economy, environment, and people. Our key focus areas in 2021/2022 were:
-
Ensuring the safety of our people, by preventing injuries before they occur. The aim of the Select Harvests Zero Harm Safety and Wellbeing strategy is to improve our safety performance by 15% per annum until we operate in a zero-harm environment
-
Securing future water supply whilst being a leader in the market for water efficiency. We aim to manage our water efficiency through best practice water delivery systems, water optimisation
-
technology such as soil water monitoring, plant based monitoring and high-resolution imagery
-
Reducing our impact on the environment across all aspects of the business. This is achievable through the further investment in sustainable projects (i.e. liquid fertiliser pilot plant, whole orchard recycling), bee stewardship, promoting a 'recycle first' culture and transitioning to greener inputs used throughout the value chain
-
Inhouse compost generation from waste biomass products
-
Completing a comprehensive carbon footprint for our operations
-
Creating a Sustainability and Environment Manager role to drive sustainability initiatives
-
Aligning the responsibility for sustainability strategy and implementation to a stand-alone Board Sustainability Committee.
We are cognisant of the potential impact we have on our environment and the impact that climate change has on our business. We seek to mitigate the risks and capitalise on the opportunities that occur across the business through sensible and responsible management.
Risks and opportunities related to the impacts of climate change on our business are considered regularly throughout the year. Key areas that are reviewed, monitored and mitigation strategies put in place are water management and ownership, global orchard plantings and removals (impact on almond pricing), energy consumption and production (through use of Biomass technology), regeneration of orchards through compost production and internal liquid fertiliser opportunities to minimise reliance on external fertiliser production and supply.
This coming year, we will:
- Identify opportunities to achieve our carbon neutral by 2050 or earlier target
- Explore external "Bee friendliness" certification
- Continue investing in our "closed-loop" compost and fertiliser initiatives.
Principle 8 – Remunerate Fairly and Responsibly
8.1 Remuneration and Nomination Committee
The main objectives of the Remuneration and Nomination Committee are to:
-
- Ensure that the Board's responsibilities in relation to compensation of the Company's Directors and Executives are fulfilled.
-
- Recommend parameters for the setting and approval of remuneration, Short Term Incentive Plan (STIP) and Long-Term Incentive Plan (LTIP) for Company Executives and any incentive scheme for other employees.
-
- Ensure that the composition of the Board of Directors is appropriate for the purpose of fulfilling its responsibilities to shareholders in accordance with the law and current governing guidelines issued by the Australian Securities Exchange and other regulatory bodies.
The Committee evaluates the performance of the Managing Director as well as its key management personnel on an annual basis. It is responsible for reviewing the share option schemes, incentive performance packages, superannuation entitlements and fringe benefits policies. Remuneration levels are reviewed annually, and the Committee may obtain independent remuneration information for comparative purposes on the appropriateness of remuneration packages.
The Managing Director is invited to Remuneration and Nomination Committee meetings as required to discuss Executives' performance and remuneration packages. Further details of how the Company assesses the performance of the Managing Director and its key management personnel are disclosed in the Remuneration Report.
The members of the Remuneration and Nomination Committee comprise at least 3 independent Directors and is chaired by an independent Director, who is not the Chair of the Board. Membership details are disclosed in the Directors' Report. The Remuneration and Nomination Committee meets at least two times a year, with membership details and attendance disclosed in the table of Directors'
meetings.
Further details of the Remuneration and Nomination Committee's Charter are available on the governance section of the Company's website http://www.selectharvests.com.au/governance/
8.2Remuneration Policies
Remuneration levels are set to attract, retain and motivate an appropriately qualified and experienced Managing Director and Executives. The Remuneration and Nomination Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance-based remuneration and equity-based remuneration. There is a minimum Workplace Health and Safety (WHS) tollgate standard that needs to be met for any incentive payments.
The Managing Director and Executives may receive short term incentives based on achievement of specific business objectives, initiatives and performance indicators, which include financial, cultural and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year.
8.2 Equity Based Remuneration
In addition, the consolidated entity offers the Managing Director and Executives' participation in the long-term incentive scheme involving the issue of performance rights under the Executive Long Term Incentive Plan (LTIP). The LTIP provides performance rights to participating employees with a threeyear expiry period, exercisable at the market price. The performance rights vest over three years on achievement of the financial performance hurdles. Furthermore, the LTIP provides that participants are not permitted to hedge any shares issued to them whilst those shares are held in trust. The LTIP performance conditions are published in the Remuneration Report.
In 2022, an equity component was added to the Short-Term Incentive Plan (STIP) for Executives.
Non-Executive Directors do not receive any performance related remuneration.