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Shareholder Review
    Contents
    Introduction
    About Salmat
    Chairmans Message
    Joint Managing Directors Report
    Review of Operations
    BusinessForce
    SalesForce
    MediaForce
    Corporate Responsibility Report
    Board of Directors
    Corporate Directory
Full Financial Report
    Financial Contents
    Corporate Governance
    Directors Report
    Auditors Independence Declaration
    Income Statements
    Balance Sheets
    Statements of Recognised Income and Expense
    Cash Flow Statements
    Notes to the Financial Statements
    Directors Declaration
    Independent Auditors Report
    Independent Auditors Report
    Shareholder Information

Corporate Governance

Responsibilities and functions of the board

Salmat Limited is committed to achieving and demonstrating high standards of corporate governance. Salmat’s framework is structured to facilitate compliance with the best practice principles and recommendations released by the ASX Corporate Governance Council as updated in August 2007.
The board of directors is accountable to shareholders for the performance of Salmat Limited and its subsidiaries (the Salmat Group).
The board has delegated responsibility for the management of the Group through the joint managing directors to executive management. There is a clear division of responsibilities between those of the board and of management. The joint managing directors are accountable to the board for all authority delegated to executive management. The board has also delegated some of its responsibilities to committees of the board. These delegations are outlined in the board approved committee charters.
The composition of the board is subject to shareholder approval. The board has a majority of independent non-executive directors.
The chairman must be an independent non-executive director. The board will be independent of management and all directors are required to bring independent judgement to bear in their board decision-making.
During the year, the board undertook its annual board performance review which considered the contribution made by individual directors and the board as a whole to the performance of the Company and sought to identify areas for improvement. The board considers that an appropriate mix of skills required is in evidence to maximise its effectiveness and contribution to the Company.
The chairman is responsible for leading the board, ensuring that board activities are organised and efficiently conducted and for ensuring directors are properly briefed for meetings.
The matters specifically identified and reserved for decision-making by the board include:
• adoption of the strategic plan of the Group;
• appointment of the joint managing directors and succession planning;
• approval of accounts, operating results, business plans and budgets;
• approval of financial policies and significant capital expenditure;
• monitoring business risk and strategies employed by management;
• monitoring financial performance including approval of the annual and half-year financial reports;
• ensuring there are effective management processes in place and approval of major corporate initiatives;
• ensuring there is an effective ‘whistleblower’ policy in operation; and
• reporting to shareholders. The board has reviewed these responsibilities in conjunction with the latest board performance review and considers it has discharged these responsibilities. The annual review, led by an independent adviser or the chairman, also considers in conjunction with each
director their responsibility to ensure they have sufficient time available to discharge their duties adequately. The Company has a selection and induction process in place for
new directors. This process is tailored for new directors dependent on their individual skills, background and experience. This program includes site visits, discussions with senior managers, review of strategic documents and presentations by business units. Ongoing participation in activities is tailored to the business needs and current activities of the Company from time to time.
To ensure the knowledge of the individual board members remains up to date, a number of measures are taken. The board receives reports from the joint managing directors and their direct reports on their divisional activities and outcomes. Board meetings are held at various Salmat sites. The board regularly receives presentations on strategic and operational aspects of the businesses.
Details of the members of the board, their experience, expertise, qualifications, term of office and independence status are set out in the directors’ report on page 5.
At the annual general meeting, John Thorn will retire by rotation
and, being eligible, will offer himself for re-election. The Company’s policies regarding the terms and conditions of remuneration of board members are determined by the board after considering independent professional advice. No retirement benefits are paid to non-executive directors, nor are they eligible to participate in the established incentive schemes.
The remuneration and terms and conditions of employment for the joint managing directors and other senior management are reviewed by the remuneration and compensation committee after seeking independent professional advice and approved by the board of directors. Details of remuneration and the processes undertaken by the Company are included in the remuneration report on page 6.
The executive management prepares strategic plans for each operating activity and the Group. These plans are presented to the board which then reviews and endorses strategies that are designed to ensure the continued profitable performance and growth of the Group. This process encompasses two formal reviews by the board of the strategic plan and progress against the plan each year. In addition, an overview of progress against specific strategic objectives and initiatives is reviewed at each board meeting. Annual operating plans and the budget are based on these approved strategies.
Board and committee membership of directors
Committee member Audit, risk and Remuneration and Board member Appointed director compliance committee compensation committee
Richard Lee Chairman, Independent non-executive Director 9/8/2002 • • Philip Salter Joint Managing Director 14/3/1984 Peter Mattick Joint Managing Director 14/3/1984 Ian Elliot Independent non-executive Director 1/1/2005 • • John Thorn Independent non-executive Director 1/9/2003 • •