Home' Nufarm Annual Report : Nufarm Annual Report Contents Nufarm recognises the valuable
contribution made by each board
member to the effective running of
the company. When board positions
become available, the company takes
the opportunity to review the mix of
skills and experience on the board in
considering the skills and experience
that a new director should possess.
This analysis forms the basis of selection
criteria, which includes diversity, both
as to gender and experience.
Nufarm applies a capability matrix to
assess the collective capability of the
board. This matrix covers qualifications,
strategic and functional expertise,
industry knowledge, business and
board experience and diversity. Prior
to initiating a search for a new board
member, these areas of capability are
reviewed in light of Nufarm’s strategy
and the prevailing and expected
market conditions. The collective
capability of the current board is
assessed against requirements and the
search then focuses on finding a board
member who will best complement the
current mix of capability on the board.
The capability matrix is also used to
select induction, development and
education activities for the board and
to articulate the ongoing relevance
of a board member’s expertise prior
to recommending re-election of that
In 2012, the board reviewed and
updated the capability matrix and
determined that all the criteria
remained relevant and were free
of gender bias.
The board ensures that new
directors are inducted to the
company appropriately, including
relevant industry knowledge, visits
to specific company operations
and briefings by key executives.
To assist in providing appropriate
development opportunities for
continuing directors to develop and
maintain their skills and knowledge
of the company, each year, one of
the scheduled board meetings will
be held at one of the company’s
international locations allowing
directors to inspect the relevant
operation, meet local management,
customers and other stakeholders.
Furthermore, directors are also
provided with access to regional
general managers and key industry
speakers are scheduled to present
to the board.
Access to independent advice
To help directors discharge their
responsibilities, any director can
appoint legal, financial or other
professional consultants at the
expense of the company with the
chairman’s prior approval (which
may not be unreasonably withheld).
The board charter provides that
non-executive directors may meet
without management present.
Conflicts of interest
Board members must identify any
conflict of interest they may have in
dealing with the company’s affairs and
then refrain from participating in any
discussion or voting on these matters.
Directors and senior executives must
disclose any related party transactions
in writing to the chairman.
Acting ethically and responsibly
Nufarm operates in many countries and
does so in accordance with the social
and cultural beliefs of each country.
It is politically impartial except where
the board believes that it is necessary
to comment due to any perceived
major impact on the company, its
business or any of its stakeholders.
We require all directors, senior
executives and employees to adopt
standards of business conduct that
are ethical and which comply with the
law. Where there are no legislative
requirements, the company develops
policy statements to ensure appropriate
standards are maintained.
The company’s code of conduct is
available on the corporate governance
section of the company’s website.
Safeguard integrity in
The company has put in place a
structure of review and authorisation
to independently verify and safeguard
the integrity of its financial reporting.
The audit and risk committee reviews the
company’s financial statements and the
independence of the external auditors.
Audit and risk committee
Frank Ford is chairman of the board
audit and risk committee and Anne
Brennan and Gordon Davis are
members of the committee. The
committee comprises independent
non-executive directors and is
chaired by an independent director.
Details of attendances at meetings
of the audit and risk committee are
set out on page 34 of this report.
Frank Ford has a master of taxation
from the University of Melbourne,
a bachelor of business, accounting
from RMIT University and is a fellow of
the Institute of Chartered Accountants.
Frank is a former managing partner
of Deloitte Victoria after a long and
successful career as a professional
advisor spanning approximately
35 years. During that period, he was
also a member of the Deloitte global
board, global governance committee
and national management committee.
Frank is also a director of Toll Holdings
Limited, Citigroup Pty Limited and
Tarrawarra Museum of Art Limited.
Anne Brennan has a bachelor of
commerce (hons) from University College
Galway and she is a fellow of both the
Institute of Chartered Accountants in
Australia and the Australian Institute
of Company Directors.
CORPORATE GOVERNANCE CONTINUED
NUFARM LIMITED ANNUAL REPORT 2014 | 27
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