Corporate Governance Statement
Version 2.0 September 2023
Office Brands Limited is committed to best practices in corporate governance, this is reflected in its adoption of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (CGPR). This approach has been adopted even though Office Brands Limited is not formally required to report against the CGPR. Office Brands Limited uses the CGPR as a benchmark to best practice and has implemented these principles as far as they are relevant to it as a public unlisted membership-based organisation.
This document represents the Corporate Governance Statement as of September 2023.
Office Brands exists to deliver small independent businesses’ big business capabilities. We strive to deliver our members the strength of a network with the power of independence. We support independent dealers to be competitive with big buying power, international procurement, differentiated marketing resources, flexible IT solutions and support services.
We aspire to always be the first choice for customers, partnering with our members to provide innovative value-adding business solutions to ensure sustainable and profitable members.
We live by our values: Ethics, Fairness, Respect, Support and Trust.
Office Brands Limited is a public non-listed company, we are externally audited and operate under the Corporations Act with an approved constitution through ASIC.
We are governed by an Elected Board of Directors with an independent fellow of the AICD-qualified Chairman.
As of September 2023, we have over 180 shareholders and our top 5 major shareholder and their related parties hold around 25.7% of total shares issued by Office Brands Limited.
Within our constitution, no shareholder and their Related Entities can affect more than 5% of any vote. This balanced approach ensures corporate governance is a driver of the operations and performance of Office Brands. The term ‘corporate governance’ is broad and has many components including relationships between stakeholders, frameworks, decision making and responsibility.
Our directors and company officers play an essential role in establishing and maintaining the standard of Office Brands’ corporate governance. Office Brands directors, executives and or shareholders do not seek out or accept any preferential treatment or terms based on their standing within the Office Brands organisation.
Principle 1 Lay solid foundations for management and oversight:
Board of Directors
The Board of Directors (Board) is the governing body of Office Brands Australia. The Board independently and objectively assesses the Company’s decisions and oversees the performance and activities of management against a risk management framework. This creates a disciplined process for effectively managing risk to enable the achievement of the Company’s strategic objectives.
The Board is responsible for several decisions, including:
- setting and approving strategy, direction, and financial objectives.
- appointing the Independent Chair.
- approving financial statements.
- appointing the CEO and evaluating the CEO’s performance
The Board is Elected by the shareholders and conducted by the Remuneration and nomination committee.
The recruitment process has due regard to:
- the required skills, knowledge, experience, and other capabilities required of the Board.
- diversity and the mix of skills.
- ability to deal with new and emerging business and governance issues; and
- attributes recommended by the Board (having regard to succession planning).
As part of the due diligence process, all Directors undergo Australia, New Zealand and country of origin police checks before their appointment.
All Directors are appointed subject to the provisions of the Office Brands Australia (Constitution) and the provisions of the Corporations Act 2001 (Cth). All Directors are formally appointed by the Company by way of a formal letter of appointment.
The Board and each Board Committee review its respective performance regularly throughout the year. A peer and self-assessment review is undertaken annually by all Directors and Board Committee members.
The Board is responsible for the overall governance of Office Brands Australia. The Board has adopted a formal Charter setting out its functions and responsibilities, which it reviews annually. Matters specifically reserved to the Board and not delegated to a Board Committee are set out in its Charter.
The Board has delegated a range of its powers, duties and responsibilities to its committees, management, Divisions and Disciplinary Tribunals. The Board reviews each delegation at least annually.
Each Board meeting agenda includes the business of the meeting and:
- statutory matters.
- governance matters.
- reports focussing on member matters.
- management reports, which include reports on strategic risks, strategic projects, operational items (including employee matters) and regular reports from the CEO and the CFO; and
- a forward-rolling agenda to assist with the structure and balance of future meeting agendas.
The Board has in-camera sessions at each Board meeting where Board meets without the CEO and management being present. These sessions allow Directors to raise or explore any issues of concern or for which they require clarification before the CEO and management join the Board meeting.
In 2022, the Board approved the new three-year strategy. The Board oversees and monitors management’s implementation of the Board-approved Strategy, its risk and compliance framework, policy initiatives and operations.
The CEO is appointed by the Board and is responsible for the management of Office Brands Australia in accordance with the Board-approved Strategy, policies, and delegated authority framework. The CEO is responsible for the Board being provided with relevant strategic options, policies, and financial issues on which to deliberate and with the necessary administrative support to enable the Board to work effectively.
The Board may invite the CEO and management to attend Board or Committee meetings at its discretion.
The CEO is not a director and is not entitled to vote.
The CEO, the CFO, the Company Secretary, and members of the Executive Management Team each enter into a formal written agreement with Office Brands which sets out their terms of appointment and job descriptions.
The Company Secretary
All Directors have access to the Company Secretary who is appointed by the Board. The Company Secretary reports to the CEO and is accountable to the Board, through the Chair, on governance matters.
All senior executives have written agreements with Office Brands Australia that set out the terms of their appointment.
All staff and management, including the senior executives of Office Brands Australia, are subject to annual performance planning and reviews. They are assessed against the achievement of their job specifications and key performance goals, contribution towards specific business and strategic objectives, including improving member satisfaction through focused activities aligned to the organisational strategy, and adherence to Office Brands Australia’s values and culture.
Principle 2 Structure the board to be effective and add value:
The Constitution of OFFICE BRANDS Australia provides that the Board consists of a maximum of 10 Directors.
Generally, Directors are appointed for a term of three years and are eligible to serve for up to three further terms of three years each. Directors are ineligible to serve more than three consecutive terms without specific approval of the sitting Board.
Directors will only be appointed for a fourth term where they have strongly performed, and weight is given to the overall composition of the Board with emphasis on balancing the need for continuity with the need for continual refreshment of talent and thinking.
All Board members are requested to disclose related-party transactions on an ongoing basis.
The Board has several Committees as set out below under Principle 2.
Director of Induction and Education
New Directors receive information outlining their duties and responsibilities and undertake formal induction with the Chairman of the Board, other Directors and senior executives including the CEO. All Directors participate in the annual management/staff compliance training program to support a high-level understanding of the Company’s key legal and compliance obligations. Directors also regularly receive current knowledge updates including from external providers.
Access to Information
Senior executives provide the Board with information to allow it to make decisions on an informed basis and attend meetings at the request of the Chairman.
Directors are entitled to obtain reimbursement of the reasonable costs of any independent advice obtained in respect of their office. If a Director wishes to obtain independent external advice, they must notify the Board before seeking that advice and obtain the prior approval of the Chairman, whose approval shall not be unreasonably withheld.
Office Brands has three Board Committees:
- People Culture and Remuneration Committee
- Finance, Audit, Risk and Compliance.
- Information Technology
There is also one non-board committee.
- Member Committee Group
Each Board Committee has a Charter (approved by the Board) outlining its role and composition. The Charters are reviewed annually so that the role and responsibilities of each Committee are consistent with OFFICE BRANDS Australia’s strategic objectives and remain fit for purpose in helping the Company to achieve those objectives.
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly.
The Company’s purpose is for Sustainable and Profitable members, Office Brands Australia is committed to maintaining an organisational culture where the Company acts lawfully, ethically, and responsibly and does so within a framework that places a premium on agreed values and standards both internally and externally.
Directors, members, senior executives, and employees of Office Brands Australia are required to act lawfully, ethically, and responsibly by the highest standards of honesty and integrity in such a way as to safeguard and protect the reputation of the Company.
The Office Brands Australia Values are the heartbeat of our organisation. It represents the beliefs and principles that drive how we deliver on our Strategy. We demonstrate our values through our behaviours, which in turn creates and defines our organisational culture.
Principle 4: Safeguard integrity in corporate reports
The Board has processes to verify the integrity of its corporate reports.
Audit, Risk and Compliance Committee
Office Brands Australia has an established Finance, Audit, and Risk Committee to verify and safeguard the integrity of the Company’s financial and non-financial reporting.
Specifically, the Finance, Audit, and Risk Committee assists the Board in discharging its responsibilities for external reporting.
The Committee’s work on the verification of the integrity of the Company’s corporate reports may also include examining non-financial reporting on matters to assist in important areas such as:
- maintenance of brand reputation.
- provision of a consistent and positive member experience.
- promotion of continuous improvement.
- managing the health and well-being of Office Brands Australia workplace participants.
- the availability of data and functional systems.
- minimising and guarding against privacy breaches; and
- the maintenance of appropriate corporate governance frameworks and minimising the risk of legal and regulatory action.
Non-financial reporting leads to:
- greater transparency.
- improved management decisions.
- improved stakeholder confidence.
- improved operations.
- early identification of some forms of risk; and
- increased credibility and trust within the community.
The Finance, Audit, and Risk Committee has a formal Charter approved by the Board.
Receipt of Financial Statements
Each year before financial statements are approved, management provides a representation letter to both the Board and auditor, the external auditors, expressing an opinion as to whether by the Corporations Act 2001 (Cth):
- the financial records have been properly maintained.
- the financial statements (and notes) for the financial year comply with both Australian and International Accounting Standards.
- the financial statements give a true and fair view of Office Brands Australia’s financial position and performance; and
- the opinion has been formed based on a sound system of risk management and internal control which is operating effectively.
RSM Australia are appointed as Office Brands Australia’s external auditors. The performance of the external auditors is reviewed annually by the Board with advice from the Finance, Audit, and Risk Committee.
Principle 5: Make timely and balanced disclosure.
Office Brands recognises the importance of ensuring its Shareholders are provided with timely and meaningful disclosures of any material information impacting the Company. Accordingly, Office Brands keeps its Shareholders informed of any significant developments on an ongoing basis.
Principle 6: Respect the rights of security holders (members)
Office Brands Australia provides its members with timely access to information about its performance, governance, activities, and changes in legislation that may affect the profession. Office Brands Australia’s principal communication channels with members include its Annual Report, Weekly Broadcast and ad hoc information sent via email.
Members are invited to attend at least annual roadshows to receive updates on strategy and operations, members are also invited to Annual EXPOs and or conferences to engage with peers and experience industry experts in their chosen fields.
Principle 7: Recognise and manage risk.
Risk management is a key aspect of Office Brands Australia’s governance arrangements. The goal of its risk management processes and structures is to maximise opportunities to achieve objectives and goals without exposing the Company to unnecessary risk.
The Board has overall responsibility for the oversight of risk management, including determining the risk appetite for Office Brands Australia and the approval of the risk management framework and related policies.
The Board has established the Finance Audit, and Risk Committee to assist in providing objective, non–executive review and oversight of the approved risk management framework and related policies so that risks are being actively managed within risk appetite, that compliance obligations are being met and that the Company’s insurance program is adequate, given the insurable risks associated with its business.
The Executive team address Risk formally at least monthly and report identified mitigation and treatment plans to the Finance Audit, and Risk Committee ahead of each board meeting. Biannually the executive prepares a summary of all the risk Mitigation and treatment plans and provides a combined report to the Board.
Principle 8: Remunerate fairly and responsibly.
Directors and Management
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high-quality Board and executive team by remunerating Directors and key executives fairly and appropriately concerning relevant employment market conditions. The Board are remunerated in line with our constitution. The expected outcomes of the remuneration structure are:
- Strategic outcomes to achieve our Vision Mission and purpose.
- retention and motivation of key executives
- attraction of quality people to the company
The Board independently and objectively assesses the Company’s decisions and oversees the performance and activities of management under the Board-approved Strategy.
The Board has the responsibility to approve the terms of the CEO’s appointment.
The CEO has personal performance indicators with at least a biannual evaluation of the performance of the CEO. This evaluation involves an assessment of a range of factors, including the overall performance of Office Brands Australia and the achievement of predetermined goals.
The CEO’s remuneration is determined by the board. The team remuneration is determined by the CEO in line with board policies and delegation.
At all times we align this decision with our strategic plans to:
- Structure our Board and Executive composition from a skill set, and diverse perspective
- Implement a professional development program for Exec and Board
- Have accountable, self-managing hybrid teams.
- Be an employer of choice.
Our Corporate Governance Statement sets out the governance structure underpinning the framework against which our Strategy and business objectives are set, our operations are monitored and the risks we face are managed. It provides a clear framework for our decision-making, accountability, our culture and the standards of behaviour we uphold and expect of each other.
Within the framework of systems, policies and processes we have set out in this statement, Office Brands Australia will continue to strive for the highest standards in delivering value for our members and all the stakeholders in the Office Brands Australia community.
We review this Corporate Governance Statement annually to keep pace with current and emerging corporate governance developments of relevance to our organisation, market practice, regulatory changes as appropriate and the expectations of our members. We seek to be transparent and strive for overall continuous improvement each year.