Corporate Governance

Board of Directors

The Board is committed to achieving the highest standards of corporate governance and to this end continues to review the Group’s Corporate Governance framework in light of the ASX Corporate Governance Council recommendations released in March 2003. The Board’s practices are largely consistent with the recommendations.

The Directors are responsible for the performance of the Group and aim to enhance and protect the interests of stakeholders through the establishment of corporate governance guidelines and practices.

Activities of the Board include:

Review and approval of the Group’s strategic direction and monitoring its progress against approved strategies;
Monitoring Company and controlled entities performance on a regular basis;
Receiving and considering reports from the Remuneration Committee and Audit Committee;
Performance assessment of Chief Executive Officer;
Review and approval of major initiatives;
Ensuring adequate risk assessment, reporting and control procedures are established;
Reporting to stakeholders; and
Maintaining an independent view of management activities.

Composition of the Board

The Board currently comprises one executive and two non-executive Directors. The Chairman is elected by the full Board.

On 26 April 2006 Ms Wilson was elected part-time Executive Chairman and subsequent to the financial year end 2006 assumed the dual roles of Chairman and Chief Executive Officer on a full time basis.

There are two non-executive Directors being Ms Buduls and Mr Burton Taylor. Ms Buduls is deemed independent under the ASX Corporate Governance statement but Mr Burton Taylor is a substantial shareholder and is therefore not considered to be fully independent.

All Directors are required to declare any actual or known potential conflict of interests and must not influence or be involved in any decision making process in respect of the conflict. Processes are in place to ensure that no conflict of interest occurs.

The composition of the Board is subject to regular review having regard to the size of the Group, and the need for appropriate skills and experience. The current Board brings together a combination of experience in the Recruitment Industry and knowledge of commerce and corporate governance gained in other industries.

Performance Assessment

The Board continues its process of annual self-assessment of its collective performance.

Each non-executive Director is required to acknowledge that they have and will continue to have the time available to discharge their responsibilities as a Board member.

Terms of Office

The constitution of Hamilton James & Bruce Group Limited specifies that all non-executive Directors must retire from office no later than the third Annual General Meeting (AGM) following their last election. In addition, at least one third of non-executive Directors must retire each year. The Director/Directors who retire under this latter requirement must be the Director/Directors who have been longest in office since their last election. In addition, in accordance with ASX Listing Rule 14.4 and article 6.1(q) of the company’s constitution, any Director appointed by the Board is subject to re-election at each AGM.

Executive Chairman and Chief Executive Officer

The Executive Chairman and Chief Executive Officer is responsible for implementing Group strategies and policies and is also responsible for ensuring that Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board’s relationship with the Group’s senior executives.

Board Committees

The Board has established two Board Committees to assist in fulfilling its responsibilities.

These include:

A Remuneration Committee; and
An Audit Committee.

Attendance at Board and Board Committee meetings is detailed in the Directors' Report of Hamilton James & Bruce Group Limited’s Annual Report.

All Directors currently are members of the Board Audit Committee, but only the non-executive Directors are on the Remuneration Committee.

Remuneration Committee

The Remuneration Committee is chaired by Ms Buduls.

The Remuneration Committee advises the Board on remuneration policies and practices and makes recommendations in respect of remuneration packages, including employees share and option schemes, and other terms of employment, for executive and non-executive Directors and senior management.

Remuneration is set so as to retain and attract people with the desired level of experience and management skills.

Reviews are undertaken at least annually and where appropriate involve independent external advice, consideration of achievement of predetermined performance criteria and market comparative information.

The Remuneration Committee also reviews and sets the remuneration of the Executive Chairman and Chief Executive Officer.

Remuneration of non-executive Directors is fixed by shareholders in general meetings.

Audit Committee

The Audit Committee is chaired by Mr Burton Taylor. All Directors have full access to the Company’s independent external auditors.

The primary responsibilities of the Audit Committee to the Board are to:

Review and make recommendations to the Board on the half-year end and annual financial reports;
Advise the effectiveness of internal controls, reliability of financial reporting and compliance with applicable laws and regulations;
Recommend the appointment/removal and remuneration of external auditors and review their terms of engagement, and the scope and quality of their audit;
Review and monitor related party transactions; and
Oversee the Group’s transition to International Financial Reporting (IFRS).

The external auditors have clear and direct lines of communication with the Chairman of the Audit Committee and all Directors.

Continuous Disclosure

The Company Secretary is responsible for communications with the Australian Stock Exchange (ASX) and for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules. The Board reviews matters which may be subject to disclosure.