Corporate Governance Policy

1. Purpose and intent

Establishes the principles through which authority, accountability, oversight and responsible decision-making are expected to operate. This policy is intended to provide a consistent reference for decisions, conduct and controls. It should be read alongside applicable laws, contractual obligations and relevant internal procedures. Where requirements differ, the applicable legal requirement and formally approved internal control take precedence.

2. Scope and application

This framework applies to directors, executives, employees and persons acting on behalf of the organisation, proportionate to their responsibilities. It covers governance conduct, delegated authority, oversight, conflicts, reporting, records and review.

Business partners are expected to observe equivalent standards where these are relevant to the services they provide or the activities they undertake on the organisation’s behalf. Application should be proportionate to role, activity, risk and applicable legal requirements.

3. Core principles

• Clear authority: responsibilities and approval limits should be documented and understood.
• Accountability: decision-makers remain answerable for the decisions and resources entrusted to them.
• Oversight: material risks, performance, compliance matters and significant incidents should receive appropriate attention.
• Integrity: decisions must be lawful, fair, evidence-based and free from improper influence.
• Transparency: records should explain material decisions, approvals and the rationale where appropriate.

4. Minimum standards and controls

The following controls describe the expected minimum approach. Specific procedures, approval limits, forms and technical controls may be established separately and updated through controlled internal documents.

• Maintain an approved delegation-of-authority framework and review it when roles or risk exposure change.
• Escalate material legal, financial, operational, reputational and conduct risks to the appropriate authority.
• Record significant decisions, approvals, declared interests and follow-up actions.
• Separate duties where practicable and apply independent review to sensitive decisions.
• Review governance arrangements periodically and following material organisational change.

5. Roles and accountability

The Board or other highest governing authority retains ultimate oversight, while management is responsible for implementation within delegated authority. Every role-holder is responsible for acting within their authority and escalating matters that exceed it.

Any person who is uncertain about the application of this policy should seek guidance before taking action. No individual may override a legal obligation or approved control without appropriate authority and documented justification.

6. Reporting and escalation

Concerns, suspected breaches, control weaknesses and incidents should be raised promptly through the relevant management or designated reporting channel. Urgent threats to health, safety, the environment or the security of information must be escalated immediately. Reports should be handled fairly, sensitively and in accordance with applicable privacy and records requirements.

7. Monitoring, assurance and review

Governance effectiveness should be reviewed periodically using documented decisions, risk reporting, audit or assurance findings, incident trends and stakeholder feedback. Corrective actions should have an owner and target date.

Where improvement actions are identified, they should be assigned to an accountable owner, given a proportionate target date and monitored to closure. Material changes in law, risk, organisational context or operating arrangements should trigger an earlier review.

8. Non-compliance

Failure to follow applicable requirements may result in corrective action, additional training, restricted authority, disciplinary measures, contractual remedies or referral to relevant authorities, depending on the circumstances and applicable law. Any response should be proportionate and follow fair process.

9. Related policies and standards

Delegation of Authority; Conflict of Interest; Risk Management; Code of Business Conduct; Records Management.

Additional policy requirements

The following provisions expand the practical expectations set out in this policy. They should be applied in conjunction with applicable law, approved internal procedures, contractual obligations and the circumstances of each activity.

Delegation and reserved matters

Authority should be assigned through a documented delegation framework. Matters outside an individual’s approved limits must be referred to the next authorised level. Reserved matters should include material commitments, unusual transactions, significant litigation, major capital allocation, changes to risk appetite and decisions with potentially material stakeholder consequences. No person should split a transaction or commitment to avoid an approval threshold.

Quality of decision-making

Material decisions should be supported by reliable information, an assessment of alternatives, consideration of foreseeable consequences and a record of the rationale. Decision papers should identify assumptions, dependencies, conflicts, financial and non-financial risks, implementation ownership and review points. Urgent decisions should be documented promptly after the immediate issue has been stabilised.

Conflicts and independence

Actual, potential and perceived conflicts must be disclosed before a decision or transaction proceeds. A conflicted individual should not influence deliberation or approval except to provide factual information when requested. The disclosure, management plan and any recusal should be recorded.

Oversight information

Management information should be timely, accurate, proportionate and sufficiently complete to support oversight. Material incidents, control failures, legal developments, overdue corrective actions and emerging risks should not be omitted merely because final facts are still being established.

Governance assurance

Governance arrangements should be assessed periodically for clarity, effectiveness and proportionality. Reviews may consider decision records, delegated approvals, incident themes, audit findings, compliance attestations and implementation of prior actions. Findings should be assigned to accountable owners and tracked to closure.

10. Document governance

This web page is a public policy statement. The controlled internal version, where formally approved, is maintained through the organisation’s document-control process. Approval status, document owner, effective date, review cycle and revision history must be confirmed in the controlled document register before this text is represented as a formally issued internal policy.