Corporate governance. The Board and management of STW Communications Group Limited recognise their duties and obligations to stakeholders to implement and maintain a robust system of corporate governance. The Company believes that the adoption of good corporate governance adds value to stakeholders and enhances investor confidence.

STW's governance policies and procedures comply in all substantial respects with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations ("Guidelines") released in August 2007. STW's governance policies and practices are reviewed and where necessary updated to assist in meeting the expectations of its stakeholders and ensuring it keeps up with evolving standards.

STW's corporate governance practices are described in the Company's Corporate Governance Statement

The Board

The Board is accountable to shareholders for the Company's performance. The primary role of the STW Board is to protect the rights and interests of the Company and to create shareholder wealth having due regard to the interests of all stakeholders.

The Board's roles and responsibilities are formalised in a charter STW Board Charter (PDF 66KB) together with specific matters that are delegated to management.

The composition of the Board seeks to include the best mix of Directors that have an appropriate range of skills, experience and expertise, who can understand and competently deal with current and emerging business issues, and can effectively review and challenge the performance of management and exercise independent judgment.

Board Committees

Audit and Risk Committee

The Audit and Risk Committee comprises a minimum of three independent, Non-executive Directors with relevant financial, commercial and risk management experience. The conduct and responsibilities of the Committee are set out in the Audit and Risk Committee Charter (PDF 41KB).

The primary function of the Audit and Risk Committee is to assist the Board in fulfilling its duties by providing an independent and objective review of the Company's financial reporting process, audit function, and internal compliance and control systems. The Audit and Risk Committee is also charged with the responsibility of ensuring that the Company maintains appropriate and effective management of key financial and business risks and compliance with legal and regulatory requirements. 

The Audit and Committee assesses and reviews external and internal audits and any material issues arising from these audits. Information relating to the Audit and Risk Committee's approach to selection and appointment of the external auditor and the rotation of external audit engagement partners is set out in the Audit and Risk Committee Charter (PDF 41KB).

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises a minimum of three independent, Non-executive Directors. The conduct and responsibilities of the Committee are set out in the Remuneration and Nominations Committee Charter (PDF 53KB).

The Remuneration and Nominations Committee ensures that remuneration is consistent with market practice and that the Company can attract, develop and retain valued employees.

The Committee reviews remuneration for the Managing Director and Senior Executives annually, against Company and individual performance and makes recommendations to the Board. The Committee also oversees preparation of the Remuneration Report, supporting governance procedures, and Company policy on remuneration including general remuneration practices, performance management, share plans and incentive schemes, superannuation and recruitment and termination.

The Remuneration and Nominations Committee provides support and advice to ensure that the Board is comprised of Directors who are best able to discharge the required responsibilities by:

• Assessing the skills required of Directors.
• Conducting Board reviews.
• Establishing processes to identify suitable Directors.
• Recommending Directors' appointment.

Policies

Share Trading by Directors and Officers

The Board has approved a Share Trading Policy (PDF 28K) which applies to STW Directors and Senior Executives.

The Company's Share Trading Policy concerning trading in Company securities allows Directors and Senior Executives to deal in STW securities during the one-month period beginning at the close of trading on the day after STW:

(i) Announces its half-yearly results to the ASX;
(ii) Announces its full-year results to ASX; and
(iii) Holds its annual general meeting

All Directors and employees are prohibited from trading in STW securities at any time if they possess price-sensitive information not available to the market and which could, reasonably, be expected to influence the market.

Directors and Senior Management must give the Company Secretary prior notice of any proposed dealing in STW securities. The ASX, and all other Directors, are notified of any transactions by a Director in Company securities. Each Director has an agreement to provide information to enable notification to the ASX of any share transaction within three business days.

Continuous Disclosure and Shareholder Communication

The Company is committed to providing relevant information about its operations to all shareholders and to fulfil its duties to comply with its continuous disclosure obligations to the market generally. The Board has approved and implemented Market Disclosure Protocol (PDF 43KB). The Protocol is designed to ensure compliance with the Corporations Act 2001 and ASX Listing Rules continuous disclosure requirements. The Company has a Market Disclosure Committee which is responsible for:

• Making decisions on what should be disclosed publicly under the Market Disclosure Protocol;
• Maintaining a watching brief on information; and
• Ensuring disclosure is made in a timely and efficient manner.

Code of Conduct

STW strives for high ethical standards in all its dealings - with its clients, its employees, shareholders, and the community. The Board has adopted a Corporate Code of Conduct which applies to all employees of the Group and a Code of Conduct for Directors and Senior Executives. The Company has developed and implemented policies governing Director and employee conduct that articulates the standards of honest, ethical and law-abiding behaviour expected by the Company. Employees are actively encouraged to bring any problems to the attention of management or the Board, including activities or behaviour which may not comply with the Code of Conduct, other polices in place or regulatory requirements or laws - Corporate Code of Conduct (PDF 41KB) and Code of Conduct for Directors and Senior Executives (PDF 24KB).

Risk Identification and Management

The management of risks is fundamental to the Company's business and building shareholder value. Management is responsible for designing, implementing and reporting on the adequacy of the Company's risk management and internal control system. Management reports to the Audit and Risk Committee on the Company's material risks and the extent to which they believe they are being managed. This is performed annually, or more frequently as required by the Committee. 

The Board is responsible for seeing that there are appropriate policies in relation to risk management and internal control systems. Policies are designed to identify, assess, address and monitor strategic, operational, legal, reputational and financial risks to enable STW to achieve its business objectives. Specific risks are covered by insurance and Board-approved policies for hedging of interest rates.  

As part of ongoing management review, a detailed, company wide internal control questionnaire is completed annually, reviewed by senior management and reported to the Audit and Risk Committee. A wide review of major risks is undertaken for all corporate and operational activities. Major risks are reported to the Board, along with controls and risk mitigation plans.

STW's approach is set out in more detail in the Corporate Governance Statement (PDF 68KB).

Diversity Policy

The Group is committed to the goals of equal opportunity and fostering a corporate culture that embraces and values diversity. The Group believes its people are its most valuable resource. Our staff are a fundamental element of the business, with whom the Company has built a strong reputation and has laid the foundation for its past, current and future growth. We are an equal opportunity employer and welcome people from a diverse set of backgrounds. STW's approach is set out in the Diversity Policy (PDF 20KB).

Constitution

A complete copy of the constitution (PDF 389KB) of STW.