On 25 May 2016, STW Communications Group Limited changed its name to WPP AUNZ Limited. WPP AUNZ Limited is Australasia’s leading marketing communications services group.

WPP AUNZ

Corporate governance

The Board and management of WPP AUNZ 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.

  WPP AUNZ’s governance policies and procedures comply in all substantial respects with the ASX Corporate Governance Principles and Recommendations (the Third Edition) effective 1 July 2014. WPP AUNZ’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.  

WPP AUNZ’s corporate governance practices are described in the Company’s Corporate Governance Statement.  

The Board

The Board is accountable to shareholders for the activities and performance of the Group by overseeing the development of sustainable shareholder value within an appropriate framework of risk and regard for all stakeholder interests.

The Board’s roles and responsibilities are formalised in a charter WPP AUNZ Board Charter 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.

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 consists only of Non-executive Directors, with a majority of independent Directors.  Committee members have financial expertise and understand the industries in which the Company operates. The conduct and responsibilities of the Committee are set out in the Audit and Risk Committee Charter.  

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 Risk 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

Board Committees

Remuneration and Nominations Committee

The Remuneration and Nominations Committee comprises at least three Board members with a majority of independent, Non-executive Directors. The conduct and responsibilities of the Committee are set out in the Remuneration and Nominations Committee Charter
 
The Remuneration and Nominations Committee advises the Board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive Directors, Senior Executives and Non-executive Directors.

 

Policies

Share Trading by Directors and Officers

The Board has approved a Share Trading Policy (PDF 28K) which applies to WPP AUNZ Directors and Senior Executives.   The Company’s Share Trading Policy concerning trading in Company securities allows Directors and Senior Executives to deal in WPP AUNZ securities during the one-month period beginning at the close of trading on the day after WPP AUNZ:

  • Announces its half-yearly results to the ASX;
  • Announces its full-year results to ASX; and
  • Holds its annual general meeting

All Directors and employees are prohibited from trading in WPP AUNZ 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 WPP AUNZ 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.

Minimum shareholding requirement

During the 2015 year, the Company introduced a Minimum Shareholding Policy requiring Directors and the Chief Executive Officer to hold shares in the Company valued at a minimum of 100% of one year’s pre-tax remuneration.

Other nominated senior executives must hold shares in the Company valued at a minimum of 50% of one year’s pre-tax remuneration. The minimum shareholding must be achieved within 5 years from the adoption of the policy or 5 years from the date of their appointment.  

The Board has approved and implemented the Minimum Shareholding Policy.

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 266KB). 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

WPP AUNZ 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 WPP AUNZ’s business and building shareholder value.

Management is responsible for implementing the Board’s strategy and developing a risk management and internal control system to manage material business risks, including policies and procedures to identify, manage and mitigate risks across the whole of the Group’s operations. 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 twice per year, 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 WPP AUNZ to achieve its business objectives. Specific risks are covered by insurance and Board-approved policies for hedging of interest rates.    

During the year ended 31 December 2015, WPP AUNZ appointed an Assurance and Risk Finance Manager to monitor the internal control framework and provide reports to the Audit and Risk Committee. The Committee then approves an internal audit plan to ensure that planned audit activities are aligned to material business risks. They also review internal audit reports issued by the Assurance and Risk Finance Manager and monitors progress with recommendations made in those reports to ensure the adequacy of the internal control environment. The internal audit function and external audit are separate and independent of each other.

Diversity policy

The Group is committed to the goals of equal opportunity and fostering a corporate culture that embraces and values diversity. WPP AUNZ’s approach is set out in the Diversity Policy (PDF 20KB) which ensures ongoing focus on, and promotion of, workplace diversity.

Workplace gender equality reporting

WPP AUNZ completed the 2015-16 WGEA Public Report in compliance with the Equal Opportunity for Women in the Workplace Act 1999 and the Gender Equality Act 2012.

Constitution

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