Corporate Governance

     
 

The WDS Board of Directors is responsible for ensuring that WDS has an appropriate corporate governance structure to ensure the creation, protection and enhancement of shareholder value. This requires that appropriate accountability and control systems are in place.

The Board endorses each of the Australian Securities Exchange Limited (ASX) Corporate Governance Council's Corporate Governance Principles and Recommendations.  In response to the ASX Principles, WDS publicly discloses each of its corporate governance tools. This Corporate Governance section exemplifies WDS' commitment to corporate governance.

At WDS, the Board maintains and ensures that WDS management maintains the highest level of corporate ethics. As such, the various charters, policies and codes located under this Corporate Governance section will be reviewed, and where necessary, updated, on a regular basis.

WDS Constitution

The WDS Constitution is WDS' key governance document. The Board must ensure that it and WDS complies at all times with the provisions of the Constitution.

Corporate Governance Statement

Each year the Board will adopt a Corporate Governance Statement as part of its Annual Report to shareholders.

The WDS Board

The Board comprises a majority of Independent Non-Executive Directors who, together with the Executive Directors, have extensive commercial experience and bring independence, accountability and judgment to the Board's deliberations to ensure maximum benefit to stakeholders including shareholders, customers, suppliers, employees, government regulators and members of the community where WDS operates.

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The Board adopted its current Board Charter on 5 July 2007.

View the WDS Board of Directors Biographies

Board Committees

The Board of WDS has a number of committees which consider issues in more detail for the Board and make recommendations regarding those matters to the full Board.   Each committee has a charter outlining the role and responsibilities of the committee.  These charters can be accessed by clicking on the relevant committee name:

Audit & Risk Management Committee

Remuneration & Nomination Committee

Health Safety & Environment Committee

Corporate Strategy & Business Development Committee

WDS Code of Conduct and Ethics

The WDS Code of Conduct and Ethics governs the commercial operations of WDS and deals with compliance in many areas. The WDS Code of Conduct and Ethics is to be observed by all Directors, employees, consultants and any other person when they represent WDS. WDS is absolutely committed to compliance with ethical business practices.

WDS Continuous Disclosure Policy

The WDS Continuous Disclosure Policy is a formal policy designed to ensure compliance by all WDS employees with the relevant provisions of the Corporations Act 2001 (Cth) and ASX Listing Rules.

WDS Shareholder Communications Policy

The WDS Shareholder Communications Policy is designed to promote effective communication with shareholders and encourage effective participation at WDS General Meetings.

WDS Share Trading Policy

The WDS Share Trading Policy sets guidelines designed to protect WDS and Personnel from intentionally or unintentionally breaching the Corporation Act 2001 (Cth) insider trading provisions.  This Policy applies to all Directors, executive officers, employees, contracts and consultants (collectively, Personnel) of the WDS Group.

WDS Risk Management Policy

The WDS Risk Management Policy aims to ensure that, by understanding and managing the risks arising from activities within the Group on an enterprise wide basis, the Company’s business plans will be delivered and that growth and the creation of shareholder value can be attained with an increased level of confidence.

WDS Employee Incentive Plans

The Board believes that appropriately designed equity based plans are an important component of the Company’s remuneration arrangements. Such plans are a key tool to allow the Company to attract and retain talented employees and directors and ensure their interests are firmly aligned with those of shareholders in creating long-term shareholder value.

The Board has approved three equity incentive plans (Terms & Conditions of which are set out below), which provides maximum flexibility in designing a remuneration structure and permits all prevailing circumstances at the time of award to be taken into consideration.

Further details of each award will be contained in the annual Remuneration Report, contained in the WDS Annual Report.


Other Information

The following Corporate Governance related material is also available on the WDS website: