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Environment, Health and Safety
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Business Development and Marketing
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Risk
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•
Whole Board for Succession Planning
Principle 2: Structure the Board to add value
The Board’s size and composition is subject to lim-
its imposed by ARTC’s constitution, which provides
for a minimum of three Directors and a maximum
eight Directors. The Board currently comprises
six non executive Directors and one Executive
Director. The Directors of ARTC are listed with a
brief description of their qualifications and expe-
rience on pages 47 to 48 of this Annual Report.
Principle 3: Promote ethical and responsible
decision making
ARTC has a formal Code of Conduct and
a Procedure for Reporting Fraud, Corrupt
Behaviour, Dishonest Conduct and Breaches
of the Corporations Act which state the high
standards expected of the Board, Management,
staff and contractors and sets out a number
of overarching principles of ethical behaviour.
These include acting honestly and with integrity,
respecting confidentiality, managing conflicts
of interest and the process for reporting and
investigating breaches of the Code.
Principle 4: Safeguard integrity in
financial reporting
This principle is monitored and upheld by
the Audit and Compliance Committee. The
Committee’s primary function is to assist
the Board in fulfilling its responsibilities for
corporate governance, probity, due diligence,
effectiveness of internal control, management
of financial risks and financial reporting. Under
its Charter, the Committee must have at least
three non executive Directors appointed by the
Board, one of whom will act as Committee Chair.
The Committee is to meet at least four times
each year and as may otherwise be determined
by the Committee Chair. The Chief Executive
Officer, Chief Financial Officer, selected senior
management and external and internal auditors
attend Committee meetings. The Company
Secretary is the secretary to the Committee.
Principle 5: Make timely and
balanced disclosure
ARTC is a wholly-owned Commonwealth
company and complies with the Commonwealth
GBE Governance and Oversight Guidelines,
including the development of an annual
Corporate Plan, the publication of an annual
Statement of Corporate Intent and regular
Shareholder liaison, including formal quarterly
Shareholder reports and meetings. The
company provides regular updates to the
external independent credit rating agency as
well as to its bankers and bond holders.
Principle 6: Respect the rights of shareholders
ARTC recognises, upholds and facilitates
the effective exercise of the rights of the
single Shareholder, the Commonwealth
of Australia. In this regard, the Company
is subject to the Public Governance,
Performance and Accountability legislation
and the Commonwealth Government Business
Enterprise Governance and Oversight
Guidelines in addition to the Corporations
Act. ARTC has also negotiated a Commercial
Freedoms Framework with the Shareholder
which agrees ARTC’s mandate.
Principle 7: Recognise and manage risk
ARTC has established a sound system of risk
management, recognising that every business
decision has an element of uncertainty and
carries a risk that can be managed through
effective oversight and internal control. The
Risk Committee comprises the whole Board
and Executive Management team who meet
twice each year to review the identified risks and
monitor ARTC’s overall Risk Management.
Principle 8: Remunerate fairly and responsibly
The Board, through the People, Policy and
Remuneration Committee, ensures that
the level and composition of remuneration
is sufficient and reasonable and that its
relationship to corporate and individual
performance is defined.
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