The Board regularly reviews their systems and policies to ensure they operate effectively in the best interests of Djerriwarrh's shareholders and take appropriate account of existing and emerging standards and regulatory guidelines such as the ASX Corporate Governance Principles.
We have made a number of resources available to communicate our commitment to governance, principles and policies.
The role of the Board of Directors is generally to set objectives and goals for the operation of the Company, to oversee the Company's Management, to regularly review performance and to monitor the Company's affairs in the best interests of the Company.
For these responsibilities, the Board is accountable to its shareholders as owners of the Company.
The Board has approved a comprehensive Board charter governing its operation. Please click on the link below to view the full Board charter:
The Company's corporate objective is to invest in Australian equities with a focus on stocks where there is an active options market and provide shareholders with attractive investment returns through access to a steady stream of fully franked dividends and enhancement of capital invested.
In this regard the Company's primary goals are:
- to pay a higher level of fully franked dividend than is available from market in general; and
- to provide attractive total return including capital growth over the medium to long term.
The Board is comprised of a non-executive Chairman, Managing Director and 5 non-executive directors. Selection of directors to fill vacancies, and their nomination for election at the next meeting of shareholders, is a matter for the Board on recommendation from the Nomination Committee. Matters considered by the Board include the Company's diversity needs, the ability of the director to contribute towards achievement of the Company’s goals, breadth of business experience and knowledge of the Australian investment scene.
The Investment Committee approves all investment orders and transactions, trading portfolio share and option transactions, reviews the performance of investments, sets investment policies, reviews sub-underwriting offers and deals with other portfolio related activities such as voting instructions and lodgement of proxies. The Committee meets regularly. The day to day maintenance of the investment portfolio and associated research is undertaken by a dealing team within the Company's associated entity, Australian Investment Company Services, in close consultation with our Chairman and Managing Director.
The Investment Committee is comprised of:
The Company has established an Audit Committee comprising four Directors, all of whom are independent: AJM Williams (Chair), KJ Fagg and GI Roberts. They meet periodically to review issues relating to the controls applied to the Company’s activities, accounting policies, the content of financial statements and related issues. Meetings of the committee are attended by a partner from the Company’s auditors, PricewaterhouseCoopers and the Managing Director, RM Freeman, by invitation.
The Nomination committee, comprises three Non-Executive Directors with the members being K Fagg (Chair) and G Goldsmith. It considers matters relating to the orderly renewal of the Board, Board performance and how to attract and retain directors of high calibre with the appropriate experience and skill to contribute successfully to the oversight of the Company.
Consideration of potential Directors to fill vacancies is also undertaken by the Board Nomination Committee. Matters to be considered by the Committee will include the ability of the proposed director to contribute towards achievement of the Company’s goals, breadth of business experience and knowledge of the Australian investment scene.
As a listed entity, the Company has an obligation under the Listing Rules to maintain an informed market with respect to its securities. Accordingly, we keep the market advised of all information required to be disclosed under the Rules which we believe would have material affect on the price or value of the Company’s securities.
In addition to the Half Yearly and Annual reporting requirements, there is a constant stream of information being provided to the Stock Exchange. Of particular note, is the disclosure after each month-end of the Company’s Net Asset Backing per Share. This is also disclosed at other times if a material change in value has occurred. All important Stock Exchange announcements are also posted to the Company’s website.
The Company has adopted a Whistleblower Protection Policy which sets out a formal framework within which individuals are able, in a secure way, to express their genuine concerns about misconduct, an improper state of affairs or circumstances, unlawful behaviour or breaches of policy, free from the threat of victimisation or reprisal and on the understanding that their concerns will be investigated and that, where appropriate, action will be taken to redress the situation.
The Board has determined that Djerriwarrh should publish a Tax Transparency Report in accordance with the Voluntary Tax Transparency Code as developed by the Board of Taxation and released as part of the Federal Budget in May 2016.
The Risk Management Policy and Framework adopted by the Company is attached below. The aim of this policy is to provide clear guidelines on the management of risks to enable the achievement of strategic and operational objectives. It aims to cover all material risks that the entity faces. It is to be adhered to by all employees and Board members and, where relevant, contractors and consultants. The risk management methodology adopted by the Company is based on the AS / NZS ISO 31000:2009 Risk Management – Principles and Guidelines.
The Board is assisted in its Risk Management Activities by the Audit Committee. Co-ordination of Risk Management activities is done by the CFO, who reports to the Audit Committee on such matters.
There are two main areas of risk that have been identified :
The constitution of Djerriwarrh requires approval by the shareholders in general meeting of a maximum amount of remuneration to be allocated between non-executive directors as they determine. In proposing the maximum amount for consideration in general meeting, and in determining the allocation, the board takes account of the time demands made on directors, together with such factors as the general level of fees paid to Australian corporate directors.
Voting on resolutions is one of the key functions that a shareholder has in ensuring better long term returns and management of investment risk:
• We take input from proxy advisers but conduct our own evaluation of the merits of any resolution.
• We vote on all company resolutions as part of our regular engagement with the companies in the portfolio.
• We actively engage with companies when we have concerns those resolutions are not aligned with shareholders’ interests.
We acknowledge that high-quality companies may face ESG challenges from time to time. We seek to stay engaged with the companies and satisfy ourselves that the issues are taken seriously and worked through constructively. Ideally, in this instance, we seek to remain invested to influence a satisfactory outcome for stakeholders.”
| Financial Year | Total Meetings | Total Resolutions voted on | Voting Against Remuneration Report* | Voting Against other Resolutions* |
| 2021/2022 | 54 | 379 (1 Abstain) | Nil | 28 |
| 2020/2021 | 50 | 355 (3 Abstain) | 3 | 31 |
*Where there is a significant difference of view, we aim to discuss those concerns
with the Chair of the company before we vote against an issue or an abstain with a warning that if our concerns are not addressed by next year we will be voting
against.