only | BRAVURA |
SOLUTIONS | |
CORPORATE | |
use | GOVERNANCE |
STATEMENT | |
2022 | |
personalFor |
BRAVURA SOLUTIONS LIMITED
ABN 54 164 391 128
Financial software solutions that deliver.
2
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
onlyBravura Solutions Limited's ("Bravura Solutions") corporate governance framework is based on and consistent with the Corporate Governance Principles and Recommendations 4th Edition with 2019 amendments issued by the ASX Corporate Governance Council ("ASX Principles") and has regard to the circumstances of Bravura Solutions.
This statement has been approved by the Board on 30 August 2022 and describes the key corporate governance practices in place as at that date. This statement also describes the extent to which Bravura Solutions has followed the recommendations in the ASX Principles for the period 1 July 2021 to 30 June 2022 ("Reporting Period").
Bravura Solutions' website has a dedicated Corporate Governance section in the Investor Centre section which provides shareholders with access to Bravura Solutions' corporate governance framework of policies and procedures, and this corporate governance statement: https://investors.bravurasolutions.com/investor-centre/?page=corporate-governance.
use1 THE BOARD
(ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS: 1)
The Board is responsible for providing guidance to and effective oversight of management on behalf of Bravura Solutions and its shareholders. The roles and responsibilities of the Board are set out in the Board Charter. This Board Charter and the Bravura Solutions Constitution set out the Board's roles and responsibilities and describes those matters expressly reserved for the Board's determination and those matters delegated to management.
Copies of these documents are available in the Investor Centre section on Bravura Solutions' website (in compliance with Recommendation 1.1 of the ASX Principles): https://investors.bravurasolutions.com/investor-centre/?page=corporate-governance.
The Board is responsible for the overall operation and stewardship of Bravura Solutions and, in particular, for the long-term growth and profitability personalof Bravura Solutions, the strategies, policies and financial objectives of Bravura Solutions, and for monitoring the implementation of those policies,
str tegies and financial objectives.
In performing the responsibilities set out in the Board Charter, the Board seeks to act at all times in a manner designed to create and continue to build sustainable value for shareholders and in accordance with the duties and obligations imposed on it by the Bravura Solutions Constitution and by law. The Board reviewed the Board Charter during the Reporting Period and made changes to it to bring it in line with best practice. The Board will review the Board Charter periodically.
1.1 DELEGATION TO MANAGEMENT
The Bravura Solutions Managing Director is responsible for running the day to day affairs of Bravura Solutions under delegated authority from the Board and to implement the policies and strategy set by the Board supported by Bravura Solutions' Executives. Details of the members of Bravura Solutions' Executives are set out in Bravura Solutions' Annual Report at page 19.
2 BOARD STRUCTURE AND COMPOSITION
(ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS: 1, 2)
2.1 BOARD STRUCTURE
The Board is structured so that its membership provides the mix of qualifications, skills and experience to enable it to discharge its responsibilities, and so that its size facilitates effective discussion and efficient decision making.
As at the date of this statement, the Board comprises five Directors, with three independent Non-Executive Directors (Mr Neil Broekhuizen (Chairman), Mr ForPeter Mann and Ms Alexa Henderson), and two Executive Directors (Ms Libby Roy, the CEO and Mr Brent Henley, the CFO). For a profile of the Directors and the J int Company Secretary, including their length of service, skills, qualifications, experience, relevant expertise and year of appointment, please refer
to Bravura Solutions' Annual Report at pages 24, 25 and 26.
BRAVURA SOLUTIONS
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CORPORATE GOVERNANCE STATEMENT(CONTINUED)
2.2 DIRECTOR INDEPENDENCE only
Directors are expected to bring views and judgement to Board deliberations that are independent of management and free of any business or other relationship or circumstance that could materially interfere with the exercise of objective, unfettered or independent judgment, having regard to the best interests of the company as a whole.
The Board Charter requires that the Board should be comprised of a majority of people who are independent Directors (in compliance with Recommendation 2.4 of the ASX Principles). The Board Charter also requires that the Chair of the Board is independent and should not hold the role of CEO or Managing Director (in compliance with Recommendation 2.5 of the ASX Principles). Mr Neil Broekhuizen is the current Chairman, who assumed the r le in 2019. Further information on Mr Broekhuizen is set out at page 24 of Bravura Solutions' Annual Report.
A majority of the Board is independent. The Board has reviewed the skills and competencies required of the Board and considers the current Board is appropriately constituted to make decisions in the best interest of all shareholders. The Board assesses the independence of new Directors upon appointment and regularly reviews the independence of all Directors in light of interests disclosed. The Board will also review the independence of any
useDirector who has served in that position for more than 10 years to confirm that their independent status can be maintained.
The Board considered the independence of Mr Peter Mann who was appointed interim CEO for a short fixed period of time. The Board considered Mr Mann remained an independent Director as he only performed the role for a short fixed period of time, he was not employed by Bravura Solutions during that
hort period of time and the fees being paid to him for performing the role were not considered material.
2.3 TENURE, RETIREMENT AND ELECTION/RE-ELECTION
Each Director's term of appointment is subject to the provisions of the Corporations Act 2001 (Cth) ("Corporations Act"), the ASX Listing Rules and the Bravura Solutions Constitution. Each Director has a written agreement with Bravura Solutions which sets out the terms of their appointment (in compliance with Recommendation 1.3 of the ASX Principles).
personalNo Director (other than the Managing Director) may hold office without re-election past the third AGM following their appointment or three years, whichever is longer.
Bravura Solutions will provide shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director in the relevant notice of meeting (in compliance with Recommendation 1.2(b) of the ASX Principles). Board support for Directors retiring and seeking re-election is not automatic.
2.4 NOMINATION AND APPOINTMENT OF NEW DIRECTORS AND BOARD DIVERSITY
The Board and the Remuneration and Nomination Committee are responsible for the nomination, selection and appointment of new Directors. The Remuneration and Nomination Committee is responsible for identifying individuals who may be qualified to become Directors. The Remuneration and Nomination Committee has regard to such factors it considers appropriate, including judgement, skill, diversity, experience with business and other o ganisations of a comparable size, the interplay of the candidate's experience with the experience of other Board members, the extent to which the candidate would be a desirable addition to the Board and any Board Committee, and the ASX Principles. Bravura Solutions also undertakes background checks on prospective candidates including in relation to a candidate's character, experience, education and qualifications, criminal record and bankruptcy history.
On appointment, all Directors receive a formal letter of appointment or service agreement which clearly sets out what is expected of them in terms of time commitment, Committee membership and involvement outside Board meetings.
Bravura Solutions values and is proud of its strong and diverse workforce and is committed to supporting and further developing this diversity through attracting, recruiting, engaging and retaining diverse talent and aligning Bravura Solutions' culture and management systems with this commitment.
ForB avura Solutions believes that such a commitment to diversity creates a competitive advantage and enhances employee participation and is crucial to the organisation's growth and continuing success. Bravura Solutions' Diversity Policy can be found on Bravura Solutions' website in the Investor Centre section: https://investors.bravurasolutions.com/investor-centre/?page=corporate-governance (in compliance with Recommendation 1.5(a) and (b) of the ASX Principles).
The Board has 5 Board members with 2 members being female.
2.5
The Remuneration and Nomination Committee is responsible for ensuring an effective orientation program for new Directors that would involve a formal letter of appointment or service agreement which clearly sets out what is expected of them in terms of time commitment, Committee membership and involvement outside Board meetings. New Directors would also be provided with important information about Bravura Solutions and its business. The Remuneration and Nomination Committee will regularly review the orientation program's effectiveness (in compliance with Recommendation 2.1 and 2.6 of the ASX Principles).
In respect of ongoing development, Directors may request and undertake relevant training and professional development at Bravura Solutions' expense, where appropriate.
CORPORATE GOVERNANCE STATEMENT 2022
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CORPORATE GOVERNANCE STATEMENT(CONTINUED)
2.6 KNOWLEDGE, SKILLS AND EXPERIENCE
onlya d leading Bravura Solutions for the benefit of shareholders. The Board recognises the advantage of having a mix of relevant industry and international professional expertise, as well as specialised skills, that will assist the Board to fulfil its oversight role effectively.
In the lead up to listing on the ASX in November 2016, Bravura Solutions undertook an extensive process to ensure that the skills, experience and diversity
on the Board reflected the various areas relevant to Bravura Solutions' core capabilities and strategic objectives. The Board members were provided with background industry information, previous financial and business results and information on Bravura Solutions' strategic initiatives.
Bravura Solutions is committed to having a Board whose members have the collective skills and diversity of experience to assist with decision making
The skills and experience considered by the Board to be important for its Directors to have collectively are as set out in the Board Skills Matrix. The full B ard undertakes an assessment of the Board members' skills and capabilities once a year and uses the results to determine whether additional training or professional development is necessary or to determine whether recruitment of Board members with targeted skillsets is required. During the Reporting Period, each Director completed an assessment of their own capabilities based on the 12 categories within the Board Skills Matrix. The
usekill , experience and expertise which is appropriate for Bravura Solutions. personal
r sponses from the Reporting Period were reviewed by the Chairman and the collated responses were discussed by the full Board. This process helped the Board to reaffirm that there were no material areas that needed to be addressed and the Directors, on an individual and collective basis, have a mix of
For2.7 BOARD ACCESS TO INDEPENDENT PROFESSIONAL ADVICE
Di ectors are expected to maintain the knowledge and skills required to discharge their duties and obligations. The Board is provided with papers, presentations and briefings on matters that may affect Bravura Solutions' business or operations, and is briefed on relevant changes in the legislative, regulatory or industry framework.
Directors have unrestricted access to management. Management is expected to provide regular detailed financial and operational reports in a form and timeframe and of a quality that enables the Board to discharge its duties effectively. Directors may request additional information where necessary to make informed decisions.
The Board Charter sets out the circumstances and procedures pursuant to which a Director may seek independent professional advice at Bravura Solutions' expense. The Board Charter is available at: https://investors.bravurasolutions.com/investor-centre/?page=corporate-governance.
2.8 CONFLICTS OF INTEREST
Directors are required to take all reasonable steps to avoid actual, potential or perceived conflicts of interests. Under the Corporations Act, the Bravura Solutions Constitution and the Board Charter, Directors are required to disclose any conflicts and, unless an exception applies, abstain from participating in any discussions or voting on matters in which they have a material personal interest. A Director who discloses that they may have a conflict must follow the procedures developed by the Board to deal with such circumstances.
BRAVURA SOLUTIONS
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CORPORATE GOVERNANCE STATEMENT(CONTINUED)
2.9 | COMPANY SECRETARY |
only3.1 | |
The Company Secretary (jointly and severally in the case of joint company secretaries) will be appointed and removed by the Board and be accountable | |
directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board and Board Committees (in compliance with | |
Recommendation 1.4 of the ASX Principles). | |
3 | OPERATION OF THE BOARD |
(ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS: 1, 2, 4, 7 AND 8)
BOARD COMMITTEES
The Board has established the Audit and Risk Management Committee and the Remuneration and Nomination Committee as standing Committees. useEach standing Committee operates under a charter approved by the Board. These charters set out the authority, membership and responsibilities of
the Committees together with any relevant administrative arrangements and any other matters considered appropriate by the Board. The Audit and Risk Management Committee Charter was reviewed during the Reporting Period and the Board determined that it was appropriate with no changes required. The Remuneration and Nomination Committee Charter was reviewed during the Reporting Period and was updated to bring the charter in line with current best practice. None of the changes were substantive or varied the intent of the charter. The committee charters are available at: https://investors.bravurasolutions.com/investor-centre/?page=corporate-governance.
The role of the Committees is to advise and make recommendations to the Board. The Committees do not have decision making authority except as expressly stated in the relevant charter or as authorised by the Board.
In accordance with the ASX Principles, the Audit and Risk Management Committee and the Remuneration and Nomination Committee are comprised of at east three Non-Executive Directors, all of whom are independent. The composition of each Committee during the Reporting Period and as at the release
of this statement is as follows: | ||||
Committee | Members | Composition | Key responsibilities | |
Audit and Risk Management | Alexa Henderson (Chair) | - only Non-Executive Directors, | - integrity of financial reporting | |
Committee | Peter Mann | who are all independent and all | - effectiveness of risk management | |
Libby Roy | of whom are financially literate | framework and of systems of | ||
- at least three members, with | financial risk management and | |||
(resigned 22 August 2022) | at least one member who has | internal control | ||
Neil Broekhuizen | accounting and/or financial | - internal and external audit scope and | ||
(appointed 22 August 2022) | management expertise | effectiveness | ||
- an independent Chair who is | - oversight of systems and procedures | |||
not the Chair of the Board | for compliance with legal regulatory | |||
requirements | ||||
Remuneration and Nomination | Peter Mann (Chair) | - only Non-Executive Directors, | - remuneration of Directors, | |
Committee | Neil Broekhuizen | who are all independent | performance and remuneration | |
personal | - at least three members, with | of, and incentives for, the CEO and | ||
For | Alexa Henderson | at least one member having | other Executives | |
expertise in remuneration | - remuneration strategies, practices | |||
- an independent Chair | and disclosures generally | |||
- size and composition of the Board | ||||
and new Board appointments | ||||
- Board, Committee and Director | ||||
performance | ||||
- Board and Executive succession | ||||
planning | ||||
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