MLA's corporate governance practices are based on the Australian Stock Exchange's (ASX) Principles of Good Corporate Governance and Best Practice Recommendations.
Code of Conduct
The Code of Conduct embodies MLA's values and provides guidelines to ensure the company:
- Acts with openness, integrity and fairness.
- Protects MLA's business and uses MLA's assets appropriately.
- Protects confidential information.
- Acts responsibly with regard to individuals, safety, health and the environment.
- Avoids conflicts of interest.
- Acts responsibly with respect to members, stakeholders, customers, suppliers, competitors, the community and others.
- Complies with the law in all the jurisdictions in which MLA operates.
All MLA management and employees are required to confirm their knowledge of and compliance with the code annually.
The Managing Director is the only executive director and is appointed by the Board. Otherwise, directors are nominated through the Selection Committee and appointed by members at MLA AGMs for a three-year term. After such term, a director may reapply for a position on the Board in the same way as other candidates.
The chair of each committee provides a verbal update of each committee meeting to the Board. The role of each committee is set out in the committee charters, which are regularly reviewed.
The MLA Board Charter outlines the duties of the Board.
Audit, Finance and Risk Committee Charter
The Audit, Finance and Risk Committee assists the Board to fulfil its oversight responsibilities relating to MLA's risk management framework, the company's treasury and financial reporting, internal control structure and the internal and external audit functions. In keeping with community expectations, the Chair of the committee is not the Chair of the Board.
The Audit, Finance and Risk Committee is required to meet at least four times a year and holds closed sessions with the auditors at least once each year. The Audit, Finance and Risk Committee is responsible for making recommendations to the Board for the approval of the annual audit plan and annual financial statements.
An Audit, Finance and Risk Committee comprising non-executive Directors assists the Board with:
- Financial reporting.
- Internal control structure.
- Risk management.
- Appointing, assessing and ensuring the independence of external auditors and internal audit functions.
- Receiving complaints in relation to controls and accounting matters.
- Receiving reports in connection with breaches of the Corporations Act.
Remuneration, People and Culture Committee Charter
A Remuneration, People & Culture Committee, comprising three non-executive Directors, reviews procedures for establishing compensation levels for all staff.
Research & Development Investment Committee Charter
A Research & Development Investment Committee comprising four non-executive Directors assists the Board to ensure that MLA achieves its research, development and adoption (RD&A) strategies and priorities within the framework of RD&A investments.
Selection Committee Charter
A Board Selection Committee endorses candidates for election to the Board based on skills, experience and industry knowledge. The Selection Committee comprises:
- Four members elected by producers.
- Three members appointed by industry peak councils.
- Two MLA Directors.
Encouraging board performance
Each year, the MLA Board's performance is evaluated through:
- Peer review.
- Individual assessment by the chairman.
Directors also undertake an external review using the AICD GAT which is reported back to the MLA Chair and the Board as a whole through an external advisor. New directors are given an induction and the Board has access to continuing education in relation to Board responsibilities, as well as to independent advice.