Principle 1 | GWA Group Limited

Lay solid foundations for management and oversight

Role of the Board and Management

The Board is responsible for the long-term growth and financial performance of the Group. The Board charts the strategic direction of the Group and monitors executive and senior management performance on behalf of shareholders. To achieve this, the Board is engaged in the following activities:

Demonstrating leadership and defining the Group’s purpose;
Providing input and final approval of the Group’s corporate strategies and performance objectives developed by executives and senior management;
Approval and monitoring of financial and other reporting;
Approving the Group’s Statement of Values and Code of Conduct to underpin the desired culture within the organisation;
Monitoring of executive and senior management performance, including the implementation of corporate strategies, instilling of the Group’s values and ensuring appropriate resources are available;
Appointment and monitoring of the performance of the Chief Executive Officer and the Company Secretary;
Setting the risk appetite within which management are expected to operate;
Ensuring that the Group has appropriate systems of risk management and internal controls, reporting mechanisms and delegation authority limits in place;
Liaison with the Group’s external and internal auditors through the Audit and Risk Committee;
Approval and monitoring the progress of major capital expenditure, capital management, acquisitions and divestments;
Satisfying itself that the remuneration policies are aligned with the Group’s purpose, values, strategic objectives and risk appetite;
Any other matters required to be dealt with by the Board from time to time depending upon circumstances of the Group; and
Other matters referred to in the Board and Board Committee charters.

The Board operates under a charter that details the functions and responsibilities of the Board. The charter is reviewed regularly to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the charter.

Management is responsible for the implementation and execution of corporate strategies and performance objectives and all aspects of the day to day running of the Group. Management is also responsible for ensuring the Group operates within the risk parameters set by the Board and for providing the Board with accurate and timely information to enable the Board to carry out its duties.

Delegations Policy

The Board has approved a Delegations Policy which outlines the authorities of the Board and those authorities which have been delegated to executive and senior management covering all management activities. The policy is aimed at ensuring executives and senior management understand the authorities delegated by the Board and are accountable to the Board for its compliance. Regular reviews are conducted on the appropriateness of the delegated authorities and any material breaches are reported to the Board.

Background Checks

Before the appointment of directors and executives, appropriate background checks are conducted. The types of checks that would usually be undertaken include checks as to the person’s character, experience, education, criminal record and bankruptcy history. This is an important step in the recruitment process to support the appointment of suitable candidates to director and executive roles.

All material information relevant to the election or re-election of directors is provided to shareholders in the director profiles which are included in the Explanatory Memorandum to the Notice of Annual General Meeting. The following information is provided to shareholders:

Details of the qualifications, skills and experience of directors;
Details of any other directorships held by directors;
The term of office currently served by the director (if any);
A statement if the Board considers the director independent;
A statement on whether the Board supports the election or re-election of the director; and
Any other material information advised to shareholders that is relevant to the decision on whether to elect or re-elect the director.

Letter of Appointment

New directors of the Group are provided with a formal letter of appointment which outlines the key terms and conditions of their appointment. Similarly, executives including the Chief Executive Officer, Company Secretary, Chief Financial Officer and all other senior executives have formal job descriptions and letters of appointment describing their salary arrangements, rights and responsibilities, and entitlements on termination.

A comprehensive induction program is provided to directors, executives and senior management to facilitate full understanding of the Group’s strategy and operations, its policies and procedures and the industry within which it operates.

Company Secretary

The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board including all corporate governance matters. The Company Secretary is responsible for the compilation and dispatch of the agenda and papers for each Board and Committee meeting. The Company Secretary prepares the draft minutes for each meeting, which are tabled at the next Board or Committee meeting for review and approval. The Company Secretary and the directors communicate regularly on all Group and governance matters.

Diversity and Inclusion

GWA embraces and celebrates the value and contribution each team member brings to the workplace, and GWA is committed to creating a workplace which is fair, flexible and equitable, where everyone feels like they belong. GWA recognises that fostering a diverse culture where every team member feels safe and confident to contribute their insights and perspectives leads to innovation, creativity and overall business success. GWA also recognises that a diverse and inclusive culture delivers a strong competitive advantage and benefits all employees, customers, shareholders and the community.

The Group’s Diversity and Inclusion Policy is available on the Group’s website at www.gwagroup.com.au under Corporate Governance Policies.

GWA is committed to:

a workplace which is free from discrimination, harassment and bullying;
attracting, retaining and developing talent that enhances diversity;
treating employees fairly and with respect;
a workplace culture that is inclusive, where individual differences are valued and embraced;
equal and equitable employment opportunities that recognise performance and potential;
ensuring awareness across our teams regarding their rights and responsibilities as they relate to diversity principles and practices;
flexible work practices and policies to support employees and their changing needs; and
equitable frameworks and policies, processes and practices with the aim of addressing biases, removing barriers and ensuring equal opportunities for all employees to thrive and reach their full potential.

The Board has established a number of measurable objectives to promote and encourage increased gender diversity within the workforce. The Board will continue to work on increasing the percentage of females employed by GWA, including compliance with the minimum 30% target for Board composition in line with the Principles and Recommendations of the ASX Corporate Governance Council, having regard to business needs, the best available candidates, and all facets of diversity in addition to gender.

The objectives and supporting actions include:

1. Increasing the percentage of females employed by GWA with a target of 40% across the group and minimum 30% target for Board composition

The female participation rate for GWA's workforce has been maintained at a steady level of approximately 40% across the group. This highlights our commitment to fostering gender diversity and enhancing opportunities for women to advance within the organisation.

The following table is a breakdown of the female representation by category for GWA, as at 30 June 2024.

Title	% Female
Board of Non-Executive Directors	33%
Executive Leadership Team	38%
Senior /Other Managers	31%
Total Management	32%
Total Non-Management	44%
Overall Total	41%

2. Provide and promote flexible work practices to attract, motivate and retain diverse talent

GWA continues to review employment policies and practices to ensure that, among other things, flexibility is offered to attract, motivate and retain talent. GWA supports and encourages flexible working arrangements, and many employees take advantage of different ways to get the job done including hybrid, job-sharing or part-time work.

Post the COVID-19 pandemic, GWA has continued to iterate and adjust its hybrid ways of working, with a focus on ensuring that team members derive the greatest value from the varied interactions that hybrid working facilitates and continue to engage in a way that enhances teamwork, collaboration and connection. GWA also continues to provide tools and training to ensure that staff are supported to work remotely as part of GWA’s ongoing focus on their safety and wellbeing.

3. Deploy Talent Development and Succession planning processes that attract and retain a gender diverse talent pool

GWA has in place robust people practices including disciplined recruitment and selection processes, and talent and succession development programs which support the attraction, identification, development and progression of diverse talent.

4. Conduct Gender Pay Analysis and Ensure Parity

GWA has in place a fair remuneration and pay equity practice which is applied during the annual remuneration review cycle. Each year GWA conducts a review of gender pay as part of the annual salary review process and any identified issues are addressed.

Performance Evaluation – Directors

The People and Culture Committee seeks to conduct an annual evaluation of the performance of the Board, its Committees, and individual Board members. In addition, a review of the performance of Board members is conducted each year by the Chairman. In some circumstances the Board engages external parties to conduct a Board review. Such a review was undertaken in 2022 as part of the process to identify and appoint new directors to the Board and is being undertaken again in 2024 by an external party as part of the process to identify and appoint a new Chairperson prior to the retirement of the current Chair in October 2024.

Performance Evaluation – Executives

Performance reviews of executives are conducted formally every 6 months. The performance review process is critical to the development of executives, as it allows for objectives to be assessed for ongoing relevance and assessed for performance against them. The Group has identified core competencies for the key roles in the organisation and these are incorporated into individual job descriptions. During the performance review process, the performance of executives is assessed against the business objectives, core competencies and individual goals.

Measurable individual, financial and business improvement goals are established during the performance review process which are aligned with the Group’s strategy and priorities. The achievement of both financial and individual goals is incorporated into the Group’s Short-Term Incentive plan as outlined in the annual Remuneration Report.

During FY24 performance reviews of executives were conducted in accordance with the performance review process.