The business and affairs of ZYL are vested in the Directors who have responsibility for the management and control of ZYL. The Board pursues best practice in corporate governance. The best practice platforms of governance apply to:
- Establishing the roles of management and the Board with a balance of skills, experience and independence appropriate to the nature and extent of corporate operations;
- Ensuring levels of integrity are maintained among those who can influence ZYL's strategy and financial performance, together with responsible and ethical decision making;
- Ensuring that ZYL meets the appropriate information needs of our modern investment community;
- Ensuring the safety and rights of shareholders and all stakeholders;
- In presenting ZYL's financial and non financial position, the Board will ensure the adoption of a process that safeguards, both internally and externally, the integrity of ZYL and its disclosure standards; and
- Ensuring that environment best practice will at all times be a key focus of the ZYL Board, its management team, suppliers and consumers of its products.
The Board considers that its membership should comprise directors with an appropriate mix of skills, knowledge, experience and personal attributes that allow the directors individually and the Board collectively, to:
- Discharge their duties and responsibilities under the law efficiently and effectively;
- Understand the business of ZYL and the environment within which ZYL operates so as to be able to provide sound stewardship for management and ZYL' objectives, goals and strategic direction to maximise shareholder value; and
- Assess the performance of management in meeting those objectives.
In addition to ensuring that the Board has a broad range of necessary skills, knowledge and experience to govern ZYL and understand the challenges that ZYL faces, the Board considers that its membership should represent an appropriate balance between directors with experience and knowledge of ZYL and directors with an external perspective.
The Board also considers that its size should be conducive to effective discussion and efficient decision-making. The Board believes that its current composition meets these requirements.
The principal role of the Board is to ensure the long term prosperity of ZYL by setting broad corporate governance policies and ensuring that they are effectively implemented by management. The Board carries out this role principally by:
- Setting the strategic direction of ZYL and providing strategic guidance to management;
- Providing input into and approval of management's development of corporate strategy and performance objectives;
- Reviewing and approving business plans for ZYL;
- Approval of annual budget, financial plans including available resources and major capital expenditure and initiatives;
- Overseeing and monitoring progress against budget via the establishment and reporting of both financial and non financial key performance indicators, organisational performance, the achievement of strategic goals and objectives and compliance with ZYL's Code of Conduct;
- Appointing and assessing the performance and the removal (where appropriate) of senior executives of ZYL;
- Monitoring the financial performance including approval of the half year and annual financial reports and liaison with ZYL's auditors; and
- Overseeing, reviewing and ratifying systems of govern-ance, management processes, risk management, internal compliance and controls, codes of conduct and legal and regulatory compliance to ensure appropriate compliance frameworks and controls are in place.
The Board has delegated to executive management, responsibility for a number of matters including:
- Managing ZYL's day to day operations in accordance with the Board approved authorisations, policies and procedures;
- Developing ZYL's annual budget and recommending it to the Board for approval and managing the day-to-day operations within the budget; and
- Implementing corporate strategy and making recommendations on significant corporate strategic initiatives.
The Board plans to meet at least six times a year, both as a Board and in conjunction with executive management, to discuss the short and long term strategy of ZYL.
The Board receives a monthly report, which provides current information concerning ZYL. The monthly Board report includes salient financial details, together with information on the performance of operations, major initiatives, as well as legal, governance, risk management and compliance issues that may arise.
The Board convenes by email and by telephone conference call to discuss matters of urgency and importance with management, make recommendations to management and discuss strategy.
Chairman and Managing Director
The Chairman and the Managing Director are responsible for leading the Board, ensuring directors are properly briefed in all matters relevant to their roles and responsibilities, facilitating Board discussions and managing the Board's relationship with ZYL's executive management.
A remuneration committee serves to determine the remuneration levels of any Executive Directors.
Review of Board and Executive Performance
In order to ensure that the Board continues to discharge its duties effectively, the performance of all directors is reviewed by the Chairman. The performance of the Chairman is reviewed by his fellow directors.
The Board undertakes an annual assessment of its collective performance in accordance with ZYL's performance evaluation process for directors and executives.
ZYL permits any Director to obtain advice about transactions or matters of concern at ZYL's cost. Approval for directors seeking independent advice is subject to the approval of the Chairman acting reasonably. Where appropriate, directors share such independent advice with other directors.
Security Holder Communications
The Board aims to ensure that Security Holders are informed of all information necessary to assess the performance of ZYL.
Information is communicated to the shareholders through:
- The annual report, which is distributed to all shareholders (other than those who elect not to receive it);
- The AGM and other shareholder meetings called to obtain approval for Board action as appropriate;
- Making available all information released to the ASX on ZYL's website immediately following confirmation of receipt by the ASX;
- Ensuring all press releases issued by ZYL are posted on the ZYL website as soon they are disclosed to the ASX;
- Encouraging active participation by shareholders at shareholder meetings;
- Encouraging all shareholders who are unable to attend general meetings to communicate issues or ask questions by writing to ZYL.
Company Commitment to Continuous Disclosure
The Board has approved a continuous disclosure policy to ensure the fair and timely disclosure of price sensitive information to the investment community as required by applicable law.
The Company secretary of ZYL has been appointed the disclosure officer of ZYL and is required to keep abreast of all material information and where appropriate, ensure disclosure of share price sensitive information.
External Audit Independence
ZYL's policy is to appoint external auditors who demonstrate quality and independence. The performance of the auditor will be reviewed annually and applications for tender of external audit services will be requested as deemed appropriate, taking into account an assessment of performance, existing value and tender costs.
All Directors are expected to act with the utmost integrity and objectivity in the performance of their duties, striving at all times to enhance the reputation and performance of ZYL.
Management will review ZYL's corporate governance policies and practices in light of the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations.
Company Policy and Practice for Dealing in Shares
The freedom of directors and senior executives to deal in the Shares is restricted in a number of ways namely by statute, by common law and by the requirements of the Listing Rules. In addition to these restrictions, ZYL has adopted an insider trading policy for dealing in Shares. The insider trading policy provides that directors and senior executives may deal in company Shares provided that, at all times, they are not in possession of material non-public information, in the 7 days prior to ZYL's half-year and full-year financial results announcements and, if relevant, any shareholders' meeting and in the 2 days following the release. Directors and senior executives may only deal in Company Shares outside of these times with the express prior approval of the Chairman or the Managing Director.