Jump to content

Home
Five Year Summary
Corporate Directory
Directors Report
Remuneration Report
Auditors Independence Declaration
Corporate Governance Statement
Income Statement
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors Declaration
Independent Audit Report
Shareholder Information
Table of Important Dates

BRICKWORKS LIMITED
CORPORATE GOVERNANCE STATEMENT

The Brickworks Board is committed to developing and maintaining good corporate governance within the
Company, and recognise that this is best achieved through its people and their actions. Brickworks’ long term
future is best served by ensuring that its employees have the highest levels of honesty and integrity and that
these employees are retained and developed through fair remuneration, appropriate long term incentives and
equity participation in the Company. It is also critical to the success of the Company that an appropriate culture
is nurtured and developed, starting from the Board itself.
This Corporate Governance statement has been summarised into sections in line with the 10 essential corporate
governance principles as specified in the ASX Corporate Governance Council’s “Principles of Good Corporate
Governance and Best Practice Recommendations”.
A summary of corporate governance information can be found on the Brickworks website at www.brickworks.
com.au.
Lay solid foundations for management and oversight
The Board is ultimately responsible for all matters relating to the running of the Company, however that role is
achieved mainly through governing the Company. It is the role of senior management to manage the Company
in accordance with the direction and delegations of the Board, and the responsibility of the Board to oversee the
activities of management in carrying out these delegated duties.
Brickworks Board has the final responsibility for the successful operations of the Company. In general, it is
responsible for, and has the authority to determine, all matters relating to the policies, practices, management and
operations of the Company. The Board must also ensure that the Company complies with all of its contractual,
statutory and any other legal obligations, including the requirements of any regulatory body.
The principal functions and responsibilities of the Board include the following:
• Providing leadership to the Company and its employees;
• Overseeing the development and implementation of appropriate corporate strategies;
• Ensuring corporate accountability to shareholders;
• Overseeing the control and accountability systems within the Company;
• Ensuring robust and effective risk management, compliance and control systems are in place and
operating effectively;
• Monitoring the performance and conduct of the Company;
• Monitoring the performance and conduct of senior management, and ensuring adequate succession
plans are in place; and
• Ensuring the Company continually builds an honest and ethical culture.
Structure the Board to add value
It is Board policy that the majority of the Board should be non-executive Directors and the Chairman should be
a non-executive Director. At the date of this report, the Board consists of seven non-executive Directors listed in
the Directors’ Report and the Managing Director, Mr Lindsay Partridge. Specific details concerning each Director
are contained in the Directors’ Report.
Under the ASX Best Practice Recommendations, Messrs Brendan Crotty, Timothy Fairfax, and Robert Webster
are the only Directors considered independent. Messrs Alan Bentley and David Gilham are not independent due to
previous senior executive roles with Brickworks and Bristile respectively, and Messrs Robert Millner and Michael
Millner are not independent due to their directorial relationships with Washington H. Soul Pattinson, a major
shareholder in Brickworks. Whilst the majority of Directors are not strictly considered ‘independent’ in accordance
with the ASX Best Practice Recommendations, the Brickworks Board feels that there is an appropriate blend
of skills and experience covering all aspects of the Company’s operations, particularly the core businesses of
building products manufacturing and property development.
The Company considers both quantitative and qualitative elements in determining the materiality of any
relationships between individual Directors and the Company. The Company uses the guidance contained in
accounting standard AASB1031: Materiality to determine quantitative thresholds, whereby amounts less than 5%
are considered immaterial and amounts greater than 10% are considered material, subject to the assessment of
qualitative factors. Major qualitative factors include the strategic importance of any relationship and the nature
of that relationship.
Individual Directors of Brickworks are entitled to seek independent professional advice in relation to their role as
a Director, at the cost of Brickworks. Directors are required to advise the Chairman or full Board prior to engaging
parties to provide this advice.
Brickworks does not have a separate nomination committee, however the non-executive members of the Board
who are not up for re-election at the next AGM fulfil the role of a nomination committee. These non-executive
Directors are responsible for reviewing the composition of the Board to ensure that it comprises Directors with an
appropriate mix of experience and expertise. Where a vacancy exists on the Board or where the non-executive
Directors consider that the Board would benefit from the appointment of additional Directors with particular