CORPORATE GOVERNANCE Dairy Australia is committed to high standards of corporate governance because this is in the best interests of the Company, its members and other stakeholders. The Company has in place a Corporate Governance Statement, Code of Conduct, and Board and Committee Charters. These corporate governance policies and documents have been formulated with regard to best practice recommendations relevant to Dairy Australia’s status as a public company limited by guarantee and the nature of its stakeholders. THE BOARD ROLE AND RESPONSIBILITIES The Board is responsible for guiding and monitoring the Company on behalf of its members to whom they are accountable. The role and responsibilities of the Board are set out in detail in the Board Charter. These include ensuring that appropriate policies, procedures and systems are in place to manage risk and ensure high standards of accountability, ethical behaviour and legal compliance. While day-to-day management of the Company is delegated by the Board to the Managing Director and other senior managers under a formal schedule of delegations, Dairy Australia recognises that an effective Board is crucial to the achievement of Company and industry objectives. Accordingly, Dairy Australia has structured its Board to ensure that the Board has the skills and experience to enable it to understand and deal with current and emerging industry issues, and is able to effectively and independently review management performance and decisions. COMPOSITION The Dairy Australia Board comprises eight non-executive Directors (including the Chairman) and the Managing Director. The Board’s size and composition enables the Board to make decisions in an expedient fashion with input from Directors with a variety of skills and perspectives. The skills, experience and expertise of each Director in office at the date of this report is set out in detail in the Directors’ Report. The Board recognises that the relevant dairy industry skill and experience requirements for Directors may, at times, lead to a conflict of interest for a Director. Directors provide a standing declaration of interests each year and also provide notice when a new office or interest is acquired. A policy exists for dealing with conflicts of interest when they arise. ROTATION OF DIRECTORS The Company Constitution provides for three-year terms for non-executive Directors. At each Annual General Meeting, the Company’s Group A members elect Directors to fill Board vacancies created by Directors retiring by rotation. This process allows Board composition to be reviewed annually to ensure that the Board continues to have the skills and experience necessary to meet the challenges facing the Company and industry.
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