♦ How we operate

We are committed to achieving and demonstrating the highest standards of corporate governance. Our governance framework and practices are consistent with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations.

 

Incitec Pivot’s highest governing body, the Board of Directors, is responsible for charting the direction, policies, strategies and financial objectives of the Company. The Board serves the interests of the Company and its shareholders, as well as other stakeholders including employees, creditors, customers and the community, in a manner designed to create and continue to build sustainable value.

 

During 2015 IPL’s key Board Charters were reviewed and updated to ensure alignment with the revised ASX Corporate Governance Principles and Recommendations, which took effect in the 2015 financial year. The Board operates in accordance with the principles set out in its Board Charter, which sets out the Board’s own tasks and activities, as well as the matters it has reserved for its own consideration and decision-making. To assist the Board in meeting its responsibilities, the Board currently has the following four Committees:

• the Audit and Risk Management Committee;

• the Nominations Committee;

• the Remuneration Committee; and

• the Health, Safety, Environment and Community Committee

 

Day-to-day management of Company affairs and the implementation of the corporate strategy and policy initiatives are formally delegated to the Managing Director & CEO. The Managing Director & CEO and his direct reports form the Executive Team. This team also has a sub-committee called the Zero Harm Council.

 

During 2015, responsibility for sustainability strategy and governance resides with the Executive Team, advised by the Corporate Sustainability Team. The Corporate Sustainability Team was led by the General Manager Global Sustainability & Carbon, who reported to the Chief Financial Officer, thereby providing alignment with the financial performance for the Company and overall risk management.

 

Key systems and policies

 

We are committed to operating to the highest standards of ethical behaviour and honesty, with full regard for the health and safety of our employees, customers, the wider community and the environment. As part of our commitment to operating to the highest standards of ethical behaviour, we have codes of conduct that set the ethical standards for directors, senior management and employees. The codes describe core principles designed to ensure ethical conduct is maintained in the interests of shareholders and other stakeholders.

 

Our Code of Ethics is a code of conduct for all employees. In 2014, a review of internal policies against the United Nations Declaration of Human Rights was undertaken.  An updated Code of Ethics is currently being developed as a result of this review.  The IPL Code of Conduct for Directors and Senior Management sets out additional ethical standards for directors and senior management reporting to the Managing Director & CEO.

  Health, Safety, Environment & Community Policy sets out our commitment to our Values of “Zero Harm for Everyone Everywhere” and “Care for the Community and our Environment”. The Policy provides that we establish and maintain health and safety management standards and systems in compliance with relevant industry standards and regulatory requirements, and that we will provide a safe and healthy working environment. The Policy also provides for us to conduct our operations in compliance with all relevant environmental licences and regulations, and to strive to be a valued corporate citizen in the communities in which we operate.
The IPL Anti-Bribery and Improper Payments Policy prohibits the making of unlawful or improper payments to any individual or entity. The policy also outlines the processes for ensuring that appropriate controls are implemented in relation to third parties who are engaged to act on behalf of us. The Anti-Bribery and Improper Payments Policy forms part of, and is supported by, the Fraud and Corruption Control framework.

Our Sanctions Policy outlines the expected standards of conduct relevant to the Group’s compliance with Australian and international sanctions laws when engaging in international trade. This includes engagement in appropriate due diligence in relation to third parties, transactions or activities that present a potential risk in relation to sanctions laws compliance.
Our Group Risk Policy and risk management process ensures that risk is managed within a comprehensive risk management process which is consistent with the Australian/New Zealand Standard for Risk Management (AS/NZS ISO 31000:2009). A key element of this risk management process is the Board’s assessment of risk, which is based on the level of risk we are able to sustain in achieving the corporate objective of delivering value to shareholders. Risks are identified, analysed and prioritised using common methodologies and risk controls are designed and implemented having regard to the overall corporate strategy.
Our Sustainable Communities Policy includes our commitment to listen to and work with the community, strive to be a valued corporate citizen in the communities where we operate; and respect our neighbours, their values and cultural heritage and be considerate to them in carrying out our operations. At IPL, we are committed to being an inclusive and accessible organisation through the development of a culture that embraces diversity. Our employees range in age and gender and come from many different cultures, traditions and lifestyles. It is the diversity of our people that makes our company a great place to work. IPL benefits from this variety of perspectives and ideas, experience and capabilities, all of which lead to a greater opportunity for innovation and a better workplace.
To assist in building our diverse community, we have established a Diversity Council this year, which reports to the Managing Director & CEO, James Fazzino. The Council provides leadership and support in implementing the company’s Diversity Policy and Strategy. Our Board of Directors maintains oversight of the Diversity Policy and the implementation of the Diversity Strategy. Read about our Diversity objectives and goals on pages 3-4 in the 2015 IPL Corporate Governance Statement.
  Our Whistleblower Protection Policy ensures that all staff can confidentially report improper, unethical or illegal conduct and raise concerns regarding actual or suspected contraventions of ethical or legal standards, without fear of victimisation, reprisal or harassment. To better facilitate the ability for staff to raise concerns in a confidential and efficient manner, we standardised the Whistleblower process across the entire IPL Group in 2015. “The Network” is an externally managed, worldwide service that is multi-lingual, confidential and designed to efficiently facilitate the resolution of business conduct queries and/or issues that staff feel they are unable to raise and resolve locally. “The Network” is able to take calls in all our major operating languages, being English, French, Spanish, Chinese, Turkish and Bahasa and provides our staff with multiple lines of communication  and the opportunity to provide further information, or respond to requests for further information, whilst remaining anonymous.