Corporate Governance

Corporate Governance Website Disclosure

The ASX Corporate Governance Council has published Corporate Governance Principles and Recommendations (most recently amended on 30 June 2010) which specify the following material that should be made publicly available on an ASX Listed Entity’s public website.  Our latest annual report, available here, contains more detailed corporate governance disclosures as further required by these Principles and Recommendations.

Principle 1 – Lay Solid Foundations For Management and Oversight

(Guide to Reporting on Principal 1, Recommendation 1.3)

The Board Charter, available here, sets out the matters reserved for the Board and those matters delegated to various committees and to senior executives.

Principle 2 – Structure The Board To Add Value

(Guide to Reporting on Principal 2, Recommendation 2.6)

 Yellow Brick Road does not have a dedicated Nomination Committee but rather the task of developing and implementing policies and procedures for nomination, selection and appointment of new directors as well as the re-election of incumbent directors is dealt with by the full Board.

Principle 3 – Promote Ethical And Responsible Decision Making

(Guide to Reporting on Principal 3, Recommendation 3.3)

Code of Conduct

Yellow Brick Road has established an organisational code of conduct having regard to the Australian Standard 8002-2003 and to the suggestions set out in the ASX Corporate Governance Principles and Recommendations – Recommendation 3.1.  Our Code of Conduct sets out our key corporate values, our commitment to compliance with laws and regulations, behavioural standards that are expected from our people and our commitment to act with honestly and integrity in our business dealings and in our dealings with the general community.   Individuals have a positive obligation to report unethical behaviour and the Company has established procedures for investigating such reports. 

Diversity Policy

Yellow Brick Road has established a diversity policy having regard to the suggestions set out in the new ASX Corporate Governance Principles and Recommendations.  Our diversity policy covers gender, age, ethnicity and cultural background.  It includes a requirement that the board establish measurable objectives for achieving gender diversity, with progress in achieving these objectives assessed annually.

Principle 4 – Safeguard Integrity In Financial Reporting

(Guide to Reporting on Principal 4, Recommendation 4.4)

The Audit Committee Charter, available here, sets out the procedures for the selection and appointment of external auditors, and for the rotation of external audit engagement partners.

Principle 5 – Make Timely And Balanced Disclosure

(Guide to Reporting on Principal 5, Recommendation 5.2)

Yellow Brick Road has established a compliance program based upon the principles set out in the Australian Compliance Standard AS 3806:2006 which is designed to ensure compliance with a range of legal, regulatory and corporate governance obligations including the disclosure requirements set out in the ASX Listing Rule and the ASX Corporate Governance Principles and Recommendations.   Yellow Brick Road monitors compliance with these obligations through our on-line governance, risk and compliance software system CompliSpace Assurance.

Our key disclosure policies are:

Continuous Disclosure

Yellow Brick Road has established a continuous disclosure policy having regard to the suggestions set out in the ASX Corporate Governance Principles and Recommendations and in ASX Guidance Note 8 – “Continuous Disclosure – Listing Rule 3.1”.  Our continuous disclosure policy details our legal obligations with regard to continuous disclosure and establishes materiality guidelines designed to assist the board in its decision making process.  Yellow Brick Road has appointed a continuous disclosure manager who is responsible for ensuring that the specific processes and procedures outlined in our continuous disclosure policy are implemented properly.

Periodic Disclosure

Yellow Brick Road has established a disclosure policy that details our legal obligations with respect to periodic disclosure such as half year and full year reporting.   All periodic disclosure obligations are identified and allocated to individuals who are responsible for completion of these tasks.  These tasks are then monitored through our compliance program.

Principle 6 – Respect The Rights Of Shareholders

(Guide to Reporting on Principal 6, Recommendation 6.2)

It is Yellow Brick Road’s desire to empower our shareholders by communicating with them effectively, giving them access to balanced and understandable  information about the company, and making it easy for them to participate in general meetings.  A copy of Yellow Brick Road’s Shareholder Communication Policy is available here.  It is designed to promote effective communication with shareholders.

Principle 7 – Recognised and Manage Risk

(Guide to Reporting on Principal 7, Recommendation 7.4)

Yellow Brick Road has established and documented an enterprise risk management program for the oversight and management of the company’s material business risks. This enterprise risk management program is based on the International Risk Standard AS/NZS ISO 31000:2009 and is complemented by our internal control program based upon the principles set out in the Australian Compliance Standard AS 3806:2006. 

Yellow Brick Road has fully documented a common risk language through which it considers internal risks such as those arising from financial and human resource management and external risks such as those raising from dealings with key stakeholders and macro environmental issues such as a natural disaster or economic events beyond our control.   In assessing our material business risks, each identified risk is individually assessed in terms of the likelihood of the risk event occurring and the potential consequences in the event that the risk event was to occur.  The company is currently implementing an on-line governance, risk and compliance software system, CompliSpace Assurance, which will allow material business risks to be linked to mitigating controls so that the performance of the Company’s enterprise risk and compliance programs can be monitored continuously.

Principle 8 – Remuneration Fairly And Responsibly

(Guide to Reporting on Principal 8, Recommendation 8.4)

Yellow Brick Road does not have a dedicated Remuneration Committee but rather the task of ensuring that the level of director and executive remuneration is sufficient and reasonable and that its relationship to performance is clear is dealt with by the full board.

Senior executives and directors of Yellow Brick Road are prohibited from entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity based remuneration packages, such as options.