Corporate Governance Network Ten Overview

Overview

The Board of Directors of Ten Network Holdings Limited ('Ten Holdings') is committed to responsible corporate governance in accordance with community and shareholder expectations.

In determining the standards that Ten Holdings should seek to achieve, Ten has reviewed, with the assistance of external advisers, its practices in terms of the revised Corporate Governance Principles and Recommendations which were issued by the ASX Corporate Governance Council in August 2007 and took effect for the first financial year commencing on or after 1 January 2008 ("the ASX Guidelines").

Ten Holdings considers that its practices are largely consistent with those contained in the ASX Guidelines (except where referred to below) and continued efforts have been directed throughout the year to attaining a greater level of compliance.

Compliance with the ASX Guidelines has been achieved as follows:

 
ASX Principle

Compliance

Principle 1: Lay solid foundations for management and oversight

1.1Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.

Comply
1.2Companies should disclose the process of evaluating the performance of senior executives.

Comply
1.3Companies should provide the information indicated in Guide to reporting on Principle 1.

Comply
 
Principle 2: Structure the board to add value

2.1A majority of the board should be independent directors.

Non-Comply
2.2The Chairperson should be an independent director.

Non-Comply
2.3The roles of chair and chief executive officer should not be exercised by the same individual.

Non-Comply

2.4The board should establish a nomination committee. Comply

2.5Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.

Comply
2.6Provide the information indicated in Guide to reporting on Principle 2.Comply

   
Principle 3: Promote ethical and responsible decision-making

3.1 Companies should establish a doe of conduct and disclose the code or a summary of the code as to:

 3.1.1 the practices necessary to maintain confidence in the company's integrity.

Comply

 3.1.2 the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and

Comply
 3.1.3 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

Comply
3.2Companies should establish a policy concerning trading in company securities by directors, senior executives and employees, and disclose the policy or a summary of the policy.

Comply
3.3Companies should provide the information indicated in Guide to reporting on Principle 3.

Comply
 
Principle 4: Safeguard integrity in financial reporting

4.1 The board should establish an audit committee.Comply

4.2Structure the audit committee so that it:
  • consists only of non-executive directors
  • consists of a majority of independent directors
  • is chaired by an independent chair, who is not chair of the board
  • has at least three members.

Comply
4.3The audit committee should have a formal charter.Comply

4.4Companies should provide the information indicated in Guide to reporting on Principle 4.Comply

   
Principle 5: Make timely and balanced disclosure

5.1Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies.

Comply
5.2Companies should provide the information indicated in Guidelines to reporting on Principle 5.Comply

 

Principle 6: Respect the rights of shareholders

6.1Companies should design a communications strategy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.

Comply
6.2Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.

Comply
   
Principle 7: Recognise and manage risk

7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.

Comply
7.2The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks.

Comply
7.3The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with s295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

Comply
7.4Companies should provide the information indicated in Guide to reporting on Principle 7.

Comply
   
Principle 8: Remunerate fairly and responsibly

8.1The board should establish a remuneration committee.

Comply
8.2Companies should clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives.

Comply
8.3Companies should provide the information indicated in Guide to reporting on Principle 8.

Comply

Ten is pleased to report in detail on its performance in regard to the recommendations contained in the ASX Guidelines as they relate to Ten and its subsidiaries. read more