Diversity Policy. April 2013 File Reference: I:\Operations\Operations Procedures\Directors and Officers\Diversity Policy\NSX Diversity Policy.

Transcription

1 NSX Limited Newcastle Level 2, 117 Scott Street, Newcastle NSW, 2300 PO BOX 283 Newcastle NSW 2303 Melbourne Suite Riverside Road Hawthorn East VIC 3123 Sydney Level Bridge Street Sydney NSW Incorporating NSX Limited ABN: National Stock Exchange of Australia Limited ABN: SIM Venture Securities Exchange Limited ABN: Diversity Policy April 2013 File Reference: I:\Operations\Operations Procedures\Directors and Officers\Diversity Policy\NSX Diversity Policy.docx

2 Table of Contents INTRODUCTION... 3 The Markets... 3 Trading on the Markets... 3 Fair, Orderly and Transparent Markets... 3 Corporate Governance Guidelines... 4 Summary of Corporate Diversity Requirements... 4 DIVERSITY POLICY... 5 DIVERSITY COMMITTEE... 7 DIVERSITY STRATEGY... 8 COMPLIANCE WITH ANTI-DISCRIMINATION LAWS REFERENCES AND ACKNOWLEDGEMENT OF SOURCES List of Tables TABLE 1: CGC RECOMMENDATIONS REFERENCE... 4 TABLE 2: CGC RECOMMENDATIONS CROSS REFERENCE... 5 TABLE 3: TARGET DATES FOR STRATEGY IMPLEMENTATION... 9 TABLE 4: TARGET DATES FOR IMPLEMENTATION OF INITIATIVES AND PROGRAMS... 9 TABLE 5: SPECIFIC GENDER TARGETS Page 2 of 11

3 INTRODUCTION NSX Limited ( NSX ) is the holding company for two Australian Market Licencees. The first is the National Stock Exchange of Australia ( NSXA ) which is Australia s second official stock exchange approved under Corporations Law in Australia (and also licenced under the FSR Act 2001). The second is the SIM Venture Securities Exchange ( SIMVSE ) which was Australia s third approved stock exchange under the Corporations Act. The NSX has responsibilities under its Australian Markets Licences ( AML ) to provide an orderly, fair and transparent market place. The Markets The NSX focuses on being the premier Stock Exchange for small to medium sized and regionally based companies as well as providing a market place for niche, securitised assets. The NSX Listing Rules have been fashioned to reflect the requirements and capital needs of a variety of corporate structures and security issuers. For a company to have its securities listed for quotation on the NSX, it has to meet the general listing criteria. The NSX is able to list other entities such as mutual and cooperative entities without the need for changes to the constitution to remove the one member one vote requirement. This allows for a market where members can trade their memberships. Also capital units that are issued by the cooperative can also be traded. Miscellaneous Investment Schemes, Pooled Development Funds and other instruments that securitise a set of assets can all be traded. Debt instruments can be traded as a separate class. Trading on the Markets Trading on the Markets is easy, effective and secure as it is conducted the NETS trading platform. Settlement of all transactions occurs on a T+3 basis. Fair, Orderly and Transparent Markets The NSX reduces the cost of capital for entities wishing to raise capital than would otherwise be the case on larger financial markets. The NSX Markets are fully regulated under the Corporations Act 2001 and therefore the market operates with the same controls in many respects that are required for larger financial markets. By reducing the cost of capital then the depth of the Australian capital markets can be increased and the choices that entities and their prospective investors have in raising capital and progressing their business greatly increases. This also adds to the efficiency of the markets as the entities come under a regulated environment for the trading of their securities and have access to enhanced disclosure and investor compensation regimes. NSX s is committed to adopting best governance practice as a public company which reflects the underlying approach that we have to maintaining the integrity of the NSX market, namely improvements disclosure. Disclosure is the best tool, both to equip investors with the information they need in judging the suitability of an investment and to equip companies with the flexibility to carry out their business in the best possible way. Page 3 of 11

4 Corporate Governance Guidelines In March 2003, the ASX Corporate Governance Council published the Principles of Good Corporate Governance and Best Practice Recommendations ( guidelines ). This publication is the basis for the NSX s own corporate governance statement and the guidelines published by the Corporate Governance Council as amended from time to time. The NSX is progressively reviewing its existing policies and codifying new policies in line with the published corporate governance guidelines. However, the NSX does not believe in a one size fits all approach and consequently has responded to the guidelines appropriately with respect to the size of its markets, the size of the entities listed on its markets, the regulatory environment that it operates in and also the size of its business. This document states the Corporate Policy on Diversity within NSX Limited. Summary of Corporate Diversity Requirements The ASX Corporate Governance Council states that a company should Actively promote ethical and responsible decision-making. (Principle 3). The following table outlines the recommendations from the Corporate Governance Council for the disclosure, content and measurability of a diversity policy. Table 1: CGC Recommendations Reference Recommendation Entity must report against on an if not why not basis Establish a diversity policy Disclose the diversity policy or a summary of that policy Include in the diversity policy requirements for the board to establish and annually assess measurable objectives and the progress towards achieving them Set measurable objectives for achieving gender diversity Disclose in each annual report the measurable objectives for achieving gender diversity and progress towards achieving them Disclose in each annual report the proportion of women employees in the organisation, women in senior executive positions and women on the board Disclose in the corporate governance statement of the annual report an explanation of any departure from the Recommendations Diversity policy should be made publicly available, ideally by posting the diversity policy or a summary of it on the entity s website Disclose in the corporate governance statement of the annual report a statement as to the mix of skills and diversity which the board is looking to achieve in its membership Page 4 of 11

5 Table 2: CGC Recommendations Cross Reference Recommendation No requirement to report Encourage listed entities to provide greater transparency around board processes in searching for and selecting new board directors, including: Whether the entity has a skills matrix The process to identify and select board candidates, including whether professional intermediaries are used to identify and/or assess candidates The steps taken to ensure that a diverse range of candidates is considered The factors taken into account in the selection process Encourage listed entities to disclose that the remuneration committee considered remuneration by gender DIVERSITY POLICY For the NSX Limited group of companies ( Group ) 1 General Purpose and Principle 1.1 The Group respects and values the competitive advantage of diversity, and the benefit of its integration throughout the Group, in order to enrich the Group s perspective, improve corporate performance, increase shareholder value, and enhance the probability of achievement of the Group s objectives ( Principle ). 1.2 This Principle will manifest itself in the following areas: (a) (b) strategic and operational: (i) (ii) (iii) management: (i) (ii) being attuned to diverse strategies to deliver the Group s objectives; being attuned to diverse corporate, business and market opportunities; and being attuned to diverse tactics and means to achieve those strategies in (i) and to take advantage of those opportunities in (ii). adding to, nurturing and developing the collective relevant skills, and diverse experience and attributes of personnel within the Group; ensuring the Group s culture and management systems are aligned with and promote the attainment of the Principle. [Note: in the context of this paragraph 1.2(b)(ii) Diversity constitutes people at relevant levels within the Group (including board, senior executive, management and otherwise) with a diverse blend of skills, experiences, perspectives, styles and attributes gained from life s journey, including on account of their culture, gender, age or otherwise.] Page 5 of 11

6 (c) (d) The Group will develop strategies, initiatives and programs to promote the Principle, including the achievement of gender diversity with respect to the matters referred to in paragraph (b)(ii). In particular, the Group will set measurable objectives, and targets or key performance indicators (KPIs), for the strategies, initiatives and programs to achieve gender diversity with respect to the matters referred to in paragraph (b)(ii). (e) The Group will implement the strategies, initiatives, programs and measurable objectives referred to in (c) and (d). (f) Management will monitor, review and report to the Board (including via the Nomination and Remuneration Committee on the achievement of gender diversity with respect to the matters referred to in paragraph 1.2(b)(ii)), the Group s progress under this Policy. 2 Responsibility for Policy 2.1 Although the Board retains ultimate accountability for this Policy, the Board has delegated responsibility for Policy implementation to the CEO. 2.2 In turn the CEO has delegated to the Company Secretary responsibility for the administration of this Policy (including its reporting to the Board, or its relevant subcommittee as appropriate). 3 Measurable Objectives, Targets and Key Performance Indicators (KPIs) Gender Diversity 3.1 With respect to gender diversity, management will: 3.2 develop, for approval by the Board or its relevant sub committee, as appropriate: (a) measurable objectives concerning the strategies, initiatives and programs (b) referred to in paragraph 1.2(c); targets or key performance indicators (KPIs) to verify progress towards attainment of those measurable objectives. 3.3 measure performance against those targets and KPIs; 3.4 report from time to time on the progress of the matters referred to in (a) and (b). 4 Compliance Requirements 4.1 The Company will meet its obligations with respect to the issue of Diversity, as may be required under the ASX Corporate Governance Principles and Recommendations ( ASX Principles ) and other regulatory requirements (if any), including by: (a) establishing this Policy as a compliant policy under ASX Guideline 3.2(a) by: (i) establishing measurable objectives for achieving gender diversity; (ii) the Board assessing annually the measurable objectives for achieving gender diversity and the progress in achieving them. (b) disclosing this Policy or a summary of it under ASX Guideline 3.2(b); (c) in its annual report, and in the terms of ASX Guideline 2.4, disclosing the processes the Board adopts and the criteria the Board takes into consideration in its selection of prospective new Board members; (d) in its annual report, and in the terms of ASX Principles 3.3 and 3.4, disclosing: (i) the measurable objectives for achieving gender diversity set by the Board in the terms of this Policy; (ii) (iii) the progress from time to time towards achieving them; the proportions in the Group (relative to their male counterparts) of: female employees; females in senior executive positions; females on the Board (iv) incorporating in the corporate governance statement in the Company s annual report a statement as to the mix of skills and diversity that the Board is looking to achieve in membership of the Board, in the terms of ASX Guideline 2.6. Page 6 of 11

7 5 Communication (v) The Company Secretary will assume line responsibility to assure that the Company meets its compliance and reporting obligations referred to in (a), including by collecting and collating all relevant data and ensuring that management processes and systems are adequate and effective for such reporting obligations to be met. The Company commits to the communication of this Policy within the Group and to its shareholders and the market, including via its website: 5.1 by way of transparency and accountability; and 5.2 to better promote the prospects of attainment of the Principle. 6 Accountability 6.1 Reporting and accountability in the terms of this Policy will be a periodic item on the Board Agenda. 6.2 At least annually the Nomination and Remuneration Committee will report to the Board on progress towards attainment of the Principle with respect to the matters referred to in paragraph 1.2(b)(ii), and otherwise to facilitate the Board in meeting its Compliance Requirements under paragraph 4. 7 Addenda to this Policy The following shall constitute addenda to this Policy as if set out in this Policy: 7.1 approved strategies, initiatives and programs and measurable objectives referred to in paragraph 1(c); and 7.2 approved measurable objectives, targets and KPIs referred to in paragraph 1(d); as may apply from time to time. 8 Overriding Caveat Nothing in this Policy shall be taken, interpreted or construed so as to endorse: 8.1 the principal criteria for selection and promotion of people to work within the Group being other than their overall relative prospect of adding value to the Group and enhancing the probability of achievement of the Group s objectives; 8.2 any discriminatory behaviour by or within the Group contrary to the law, or any applicable codes of conduct or behaviour for the Group and its personnel; 8.3 any existing person within the Group in any way feeling threatened or prejudiced by this Policy in their career development or otherwise, merely because their Diversity attributes at any time may be more, rather than less, common with others. DIVERSITY COMMITTEE The NSX Board performs the function of the Diversity Committee Page 7 of 11

8 DIVERSITY STRATEGY Strategies, Initiatives and Programs Measurable Objectives, Targets and KPIs for the NSX Limited group of companies ( Group ) 1 Strategies, Initiatives and Programs (refer paragraph 1.2(c) of Diversity Policy) 1.1 Phase 1 - Strategies (a) The development and adoption of the Policy. (b) The Group s Governance Charter embodying the Policy within its terms. (c) The assignment of responsibility for the Policy and its administration, monitoring and review. 1.2 Phase 2 - Initiatives and Programs (a) At Board / Board Committee level: (i) Review the Board / Director selection and evaluation processes to ensure that: (A) diversity is embedded as a relevant attribute; (B) any skill / gap analysis matrix utilised includes due regard for the attribute of Diversity; and (C) a clear statement exists as to the mix of skills and diversity that the Board is looking to achieve in membership of the Board. (ii) When addressing Board succession planning, ensure that: (A) the Policy is respected; (B) efforts are made to identify prospective appointees who have Diversity attributes; (C) efforts are made for any short list of prospective appointees to include at least one male and at least one female candidate. (iii) When setting performance and remuneration KPIs for achievement by the CEO and the senior executive team under their employment contracts, ensure that the following are comprised within such KPIs: (A) the development of strategies, initiatives and programs towards the Principle; and (B) attainment of measurable objectives towards the Principle, including gender diversity. (b) At Executive and Management level: (i) Review the Group s HR policies and processes to ensure that: (A) they are inclusive in nature and responsive to the Policy; (B) they do not expressly or implicitly operate in a manner contrary to the Policy; (C) equal opportunity status applies to all positions within the Group, except where there is legitimate cause in the best interests of the Group and its personnel, to warrant otherwise; and (D) any incidents of exception referred to in paragraph (C) are reported to the Company Secretary for verification (and on-referral as appropriate) having regard to the Policy. (ii) Review the Group s physical environments and cultural practices to ensure that: (A) they are inclusive in nature and responsive to the Policy; and (B) they do not expressly or implicitly operate in a manner contrary to the Policy. Page 8 of 11

9 (c) (iii) Generally ensure in the Group s recruitment practices that: (A) the Policy is respected; (B) efforts are taken to identify prospective appointees who have Diversity attributes; (C) efforts are made for any short list of prospective appointees to include at least one male and at least one female candidate; and (D) efforts are made for the composition of any interview panel itself to have Diversity attributes. Generally Development Programs (i) The Group commits to the career development of those of its personnel who aspire to develop their skills and abilities to take on more senior and responsible roles within the Group. (ii) A standing program will be developed by management, with provisional budgetary funding approved from time to time by the Board, to achieve this objective. (iii) A particular aim of this initiative is to improve the internal succession pipeline of personnel, especially gender diverse personnel, towards more senior and responsible roles within the Group. 2 Measurable Objectives, Targets and KPIs (refer paragraph 3 of Policy) (a) Phase 1 Strategies Table 3: target dates for strategy implementation Strategies By When 1.1 (a) 31 December (b) 28 February (c) 28 February 2014 (b) Phase 2 - Initiatives and Programs Table 4: Target dates for implementation of initiatives and programs Initiatives/Program By When 1.2(a)(i)(A) 31 March (a)(i)(B) 31 March (a)(i)(C) 31 March (a)(ii) Ongoing 1.2(a)(iii) 30 June 2014 and ongoing 1.2(b)(i) 31 March 2014 Page 9 of 11

10 Initiatives/Program By When 1.2(b)(ii) 30 June (b)(iii) Ongoing 1.2(c)(i) Ongoing 1.2(c)(ii) 30 June 2014 (c) Specific Gender Diversity Targets [(*) Note: having regard to the Overriding Caveat in paragraph 8 of the Policy, and also the historically gender skewed pipeline of qualified and experienced personnel in the industry sector in which the Group operates, these targets must be regarded as soft and subject to the Overriding Caveat.] Table 5: Specific gender targets Target By When (1) at Board level: at least one of the next 2 Board appointments desirably should be female with appropriate skills and attributes. (1) when it is appropriate to expand or refresh the Board. (2) at Executive level: at least one of the next 2 executive appointments desirably should be female with appropriate skills and attributes. (2) when it is appropriate to expand or refresh the executive team. (3) generally: subject to the qualifying note under this item 2(c), not less than 33% of new appointments should be male and not less than 33% of new appointments should be female. (3) annually by 30 June each year Page 10 of 11

11 COMPLIANCE WITH ANTI-DISCRIMINATION LAWS Anti-discrimination laws operate at both the Federal and State levels with various agencies involved. These agencies are: Australian Human Rights Commission, ACT Human Rights Commission, NSW Anti-Discrimination Board, NT Anti-Discrimination Commission, Queensland Anti-Discrimination Commission, SA Equal Opportunity Commission, Tasmanian Office of the Anti-Discrimination Commissioner, Victorian Equal Opportunity and Human Rights Commission, and the WA Equal Opportunity Commission. NSX group is required to abide by the legislation that operates Federally and in each state. REFERENCES AND ACKNOWLEDGEMENT OF SOURCES Australian Council of Human Rights Agencies guidance: "ASX Corporate Governance Council Diversity Recommendations: Complying with Anti-Discrimination Laws" New Corporate Governance Recommendations on diversity: Tips for getting started, AICD, July 2010 Complying with Principle 3: Strategies for Gender Diversity, Women on Boards and Chartered Secretaries Australia, AICD, July 2010 New Corporate Governance Recommendations on Diversity. Early adopter case studies Good Governance Guide - developing a diversity policy, Chartered Secretaries Australia, 2011 Page 11 of 11