Promoting good governance at Seeing Machines Ltd.
The Board of Directors understands, promotes and is responsible for the good governance at Seeing Machines Limited. In accordance with this, the Board presents the following information which underpins its charter to monitor the business and affairs on behalf of Seeing Machines and its stakeholders.
Seeing Machines Limited corporate governance practices are guided by the practices recommended by the ASX Corporate Governance Council in their Corporate Governance Principles and Recommendations 3rd Edition (“the ASX Principles”). Where the Company’s corporate governance practices are inconsistent with the practices recommended by the ASX Principles, the Company has disclosed the inconsistencies in their Corporate Governance statement and the most recent Annual Report.
The Board is responsible for setting and reviewing the strategic direction of Seeing Machines and monitoring the implementation of that strategy by Executive Management, including:
- Corporate governance
- Promoting ethical and responsible decision making
- Monitoring Seeing Machines’ system of risk management and internal compliance and control
- Monitoring legal compliance, safety and occupational health policies and corporate policies
- Approving the annual operating budget and monitoring the operating and financial performance of Seeing Machines
- Approving nominations of Directors to the Board and the appointment of key executives
- Appointment and removal of the Chief Executive Officer and the Chief Financial Officer in addition to determining their remuneration
- Monitoring the performance of the Chief Executive Officer and the Chief Financial Officer
- Developing Board and Executive Management succession planning
- Delegation of powers and authorities
- Remuneration of auditors and the appointment or removal of auditors
- Ensuring a clear relationship between performance and executive remuneration
- Ensuring that Directors have a good understanding of the Company’s business
- Ensuring that the market and shareholders are fully informed of material developments.
Directors and executive management receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.
The Board has established an Audit and Risk Management Committee (see 4. below). The responsibility for the day to day management of the Company has been delegated to the Chief Executive Officer, who is responsible for recommending strategy to the Board and leading the executive management team.
During the 2017/2018 financial year, the Board met 13 times to review the Company’s business activities and business plans. The Board also met with key executives to discuss Seeing Machines’ key strategies.
The performance of the Board is not formally reviewed given its small size but the Chairman regularly reviews matters with individual Directors.
The performance of executives is measured against criteria agreed annually which is based on profit growth and working capital management. The policy is designed to attract the highest calibre executives and reward them for performance resulting in long term growth in shareholder value.
Senior executives are assessed against key performance indicators as required. Performance evaluation was undertaken for senior executives during the current reporting period.
The Company Secretary reports to the Chairman on all matters to do with the proper functioning of the Board. The Company Secretary (Susan Dalliston) also performs the role of Chief Counsel.
The Board has also initiated the development of the Company’s Diversity Policy. This is being drafted and, once approved by the Board and Chief Executive Officer, will be implemented throughout the organisation.
The Board considers that the Directors together have the range of skills, knowledge, diversity and experience necessary to enable them to effectively govern the business. The “Information on Directors” section of the Annual Report details the skills, experience and expertise of each Director, along with the period of office held by each individual.
The Board considers each Director’s independence on a case by case basis.
The Company provides the necessary resources for developing and updating the knowledge and capabilities of its Directors. With the approval of the Chairman, the Directors may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of their responsibilities.
Directors commit to the collective decision-making processes of the Board. Each Director must ensure that no decision or action is taken that places their interests before the interests of the business.
The Company is not of sufficient size or complexity to warrant a nominations committee. The Board has a Director Nomination, Selection and Induction Policy, which allows for the Board to include the engagement of a search firm if necessary to find a Director with skills that complement those of the existing Board members.
The Board is satisfied that the Chairman and each of the Non-Executive Directors committed sufficient time during the year to the fulfilment of their duties as Directors of the Company. None of the Non-Executive Directors has any conflict of interest which has not been disclosed to the Board in accordance with Seeing Machines’ Constitution.
On appointment, individual Directors undergo an induction programme covering, amongst others, the business of the Company, briefings from relevant executives and opportunities to visit business operations.
Chair of the Board and member of the Risk, Audit & Finance and People, Culture & Remuneration Committees
Appointed on 13 December 2018
Kate is a Non-Executive Director of CountPlus Limited (ASX: CUP), where she is the Chair of the Audit and Risk Committee and a member of the Acquisitions Committee. She is also a Non-Executive Director of Artrya Limited (ASX: AYA).
Kate had a distinguished 20+ year career with Deloitte Touche Tomatsu as an audit partner where she worked with Australian Securities Exchange (ASX) listed and privately owned clients. She has worked extensively in regulated environments including assisting with Initial Public Offerings, capital raising and general compliance, as well as operating in an audit environment. She held a variety of leadership and executive roles in Deloitte and was the first woman appointed to the Board of Partners of the Australian firm.
Appointed on 1 December 2019
Gerhard Vorster is an accomplished senior executive and former Deloitte partner with a growing board portfolio and significant expertise in strategy and technology. Gerhard is currently an alternate director of the Brisbane Airport Corporation and Chairman of the Bio Capital Impact Fund.
Gerhard began his career at Deloitte in 1987 in the consulting business as a strategic management consultant and partner. Over a 28-year career with the firm, Gerhard was appointed to various executive roles, including Managing Partner for Consulting for the Australia and Asia Pacific region and his most recent role, Chief Strategy Office for the region.
Gerhard holds a Bachelor of Science in Civil Engineering from the University of Pretoria and a Master of Business Administration (Cum Laude) from the University of Potchefstroom. He is a member of the Australian Institute of Company Directors.
Non-Executive Director and Chair of the Risk, Audit & Finance Committee
Appointed on 1 December 2019
John Murray is a highly experienced board director with significant expertise in the technology sector. He is currently Chairman of PainChek Limited, listed on the Australian Stock Exchange (ASX).
John has been non-executive director and Chair of several ASX-listed and high-growth companies throughout his career, which began in audit and investment banking, involved rising through various positions at large organisations, and eventually becoming Vice President and Head of Investment Banking at Bank of America Asia in 1989.
From there, John joined the Australian Technology Group where he identified and managed investments into early stage technology companies and went on to co-found the venture capital firm, Technology Venture Partners, in 1997, establishing a 20 year career of investing in, advising and directing technology companies.
John holds an Honours Degree in Law from Edinburgh University and is a member of the Australian Institute of Company Directors. He is also a CA and a Member of the Institute of Chartered Accountants of Scotland.
CEO & Executive Director
Appointed on 4 July 2019
Paul has a proven commercial track record and has, in his short time at Seeing Machines, set Fleet on the path to strengthen the outlook of the business considerably.
Paul comes into the role of CEO with extensive experience in management, public company leadership as well as logistics, supply chain management and technology driven businesses.
During his 10-year career at Australian listed company, Brambles, Mr McGlone held operational and corporate leadership roles including President of CHEP Asia Pacific and Group Vice President Strategy, Planning and Innovation. He was the architect of its global growth plan which resulted in a threefold increase in the company’s market capitalisation.
Yong Kang (YK) Ng
Non-Executive Director and member of the Risk, Audit & Finance Committee
Appointed on 22 March 2016
Mr Ng has extensive engineering and operations experience in the manufacturing sector with multinational corporations. Based in Johor, Malaysia, Mr Ng has been managing the manufacturing operations of V S Industry Berhad (VSI) since 2002 and was appointed as Executive Director in 2005. VSI is a leading integrated electronics manufacturing services provider and a strategic investor in Seeing Machines Limited. Mr Ng has a Bachelor of Science in Mechanical Engineering from the National Taiwan University and a MBA from Heriot-Watt University in Edinburgh, UK.
Non-Executive Director and member of the People, Culture & Remuneration Committee.
Appointed on 14 May 2020
Michael Brown is a highly experienced financial markets professional based in London and comes to the Seeing Machines board with a deep knowledge of the AIM market and small to mid-cap technology companies, as well as previous plc non-executive and observer board roles. He is currently a portfolio manager within the Volantis team at Lombard Odier Investment Managers.
Seeing Machines has adopted a Code of Conduct that aims to encourage the appropriate standards of conduct and behaviour of the Directors, officers, employees and contractors (collectively called the employees) of the Company.
Employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
The purpose of the Code of Conduct is to provide a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.
A breach of the Code is subject to disciplinary action.
The Board has established a Risk, Audit & Finance Committee. Members consist of Non-Executive Directors: John Murray (Chair), Kate Hill, and Yong Kang (YK) Ng.
The committee’s responsibilities are to:
- monitor the integrity of the financial statements of the company including announcements containing financial results and all announcements of a price sensitive nature;
- keep under review the effectiveness of the Company’s internal controls and risk management systems;
- review and approve the statements to be included in the Annual Financial Report concerning internal controls and risk management;
- ensure appropriate arrangements exist for any matters of concern raised by employees;
- monitor and review the internal audit function in the context of the Company’s overall risk management system;
- consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor;
- oversee the relationship with the Company’s external auditor
- meet with the external auditor at appropriate times in relation to the annual audit and half-year review;
- review the findings of the audit with the external auditor;
- review the effectiveness of the audit;
- review management response to the audit
- develop and monitor a policy on the supply of non-audit services by the external auditor.
The Managing Director and the Chief Financial Officer have provided a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
The Company’s external auditor attends the Annual General Meeting either in person or by teleconference and is available to answer questions from shareholders relevant to the audit.
The Board aims to ensure that shareholders have equal and timely access to material information concerning the Company. All announcements lodged with AIM relating to financial results are included on Seeing Machines’ website as soon as practicable after release to AIM.
Seeing Machines Limited has a Continuous Disclosure Policy to ensure compliance with AIM Rule 26 disclosure requirements. This includes a consideration at each Board Meeting by all Directors that they have complied with Seeing Machines’ Continuous Disclosure Policy, together with an ongoing obligation to advise the Company Secretary of any material non-public information arising in between Board Meetings.
The Board is accountable for ensuring that effective risk management and compliance systems are in place to protect the Company’s assets, and to ensure that Seeing Machines operates within legal and regulatory compliance and within acceptable risk and internal control parameters. These responsibilities have been encompassed in the role of the Risk, Audit and Finance Committee which met 4 times during the year. This Committee reviews Seeing Machines’ risk management annually based on reports and presentations from Business Unit and Corporate heads.
The Board has established the People, Culture & Remuneration Committee, consisting of the following Non-Executive Director members: Gerhard Vorster (Chair), Kate Hill, and Michael Brown.
The responsibilities of the committee are to:
- determine and agree with the Board the framework for the remuneration of the Chairman of the Board and other Non-Executive Directors, the Company Secretary, the CEO and his or her direct reports and any other executive management it is designated to consider;
- reviewing the ongoing appropriateness and relevance of the remuneration policy;
- approve the design and determine targets for any performance related remuneration schemes and approve the total annual payments made under those schemes;
- review the design of all share incentive plans for approval by the Board and shareholders;
- subject to statutory requirements determine the policy for and scope of superannuation arrangements for each Executive Director and other senior executives;
- ensure that contractual terms on termination and any payments made are fair to the individual and the company;
- determine the total individual remuneration package of senior executives including bonuses, incentive payments, share options and other awards;
- review and note annually the remuneration trends within the marketplace to ensure the Company’s remuneration is sufficient to attract and retain high quality employees;
- oversee any major changes in employee benefits structures throughout the company;
- agree the policy for authorising claims for expenses for Directors;
- ensure all legal requirements and best practice in corporate governance regarding disclosure of remuneration are fulfilled;
- be responsible for establishing the election criteria, selecting and setting the terms of reference for any remuneration consultants who advise the committee.