LiveCorp's corporate governance practices are based on the Australian Stock Exchange Corporate Governance Council (4th Edition) principles of good corporate governance and best practice.
Although LiveCorp is an unlisted public company and therefore not obligated to report on these principles, LiveCorp is committed to good corporate governance and has therefore adopted these principles where relevant.
LiveCorp maintains a charter that clearly outlines and delineates the roles and responsibilities of its Board and management.
The Board's responsibility includes determining and reviewing its strategic direction and operational policies, establishing goals for senior management and monitoring the achievement of these goals, recommending the appointment of the auditor to members, ensuring the composition and Board structure is effective, approving the appointment of the CEO and remuneration of all senior staff, ensuring adequate financial resources, monitoring business risk exposures and risk management procedures, approving and monitoring financial and other reporting to members in the form required by the Corporations Act 2001.
LiveCorp recognises the importance of diversity and inclusiveness within the company and is committed to ensuring a workforce that represents a wide range of skills, experience and background. LiveCorp has set a measurable objective for gender diversity which is reported in the annual report.
The Board comprises three independent skills-based directors, two industry representative directors and one Ex-officio director. There are no executive directors.
The Board is balanced in its composition with directors collectively bringing a range of skills and experience as outlined in the Constitution of the company. The Board has adopted a number of measures to ensure that independent judgement is achieved and maintained. Directors are entitled to seek independent advice, at the cost of LiveCorp, subject to prior approval of the Board and company policy. A Selection Committee recommends candidates for the independent skills-based director positions. An external Board performance review is also conducted every 3 years to assess the Board’s performance and delivery against its functions.
LiveCorp has clear values and a Code of Conduct which sets the expectation for the Board and all staff to act lawfully, ethically and responsibly. LiveCorp complies with all federal, state and local government laws and regulations, as well as common-law obligations and requires all staff to do the same.
The Statutory Accounts are prepared in accordance with Australian Accounting Standards (AAS) and comply with the Australian equivalent of International Financial Reporting Standards (AIFRS).
The members approve the appointment of external auditors
The Board has established a Finance, Audit & Remuneration Committee
Annual accounts are signed off by the Chair of the Board certifying that the financial statements of LiveCorp for the full financial year presents a true and fair view, in all material respects, of its financial position through the Annual Report.
LiveCorp is an unlisted public company and is therefore not subject to ASX listing rule disclosure requirements. LiveCorp does however, report to its members in the form required by the Corporations Act 2001 and discloses significant information on a continuous basis as detailed in Principle 6.
LiveCorp's communication strategy advocates communication with members and other stakeholders in an open, honest, regular and timely manner so members have sufficient information to make informed decisions on the operations of the company. Mechanisms employed are:
Monthly and quarterly publications, iterant updates on standards, regulation and protocols as they occur, circulars and press releases
Annual and statutory financial reports circulated prior to the Annual General Meeting (AGM)
Annual planning meeting with members from each state with the Annual Operational Plan being made available to members on the website
Member access to communications and tools via the website at www.livecorp.com.au
The Board encourages full participation of members at the AGM to ensure a high level of accountability and understanding of LiveCorp's strategy and goals. Members are encouraged to appoint proxies if they cannot attend to express their views at the AGM.
LiveCorp will make available its auditor to answer members’ questions if requested.
LiveCorp’s Risk Management Plan provides the framework to identify, assess and manage risk in accordance with the Board’s defined risk appetite. The Board’s risk appetite is reviewed biennially. LiveCorp’s general risk appetite is one that balances the need for a stable organisation whilst recognising the need to manage some risks inherent in achieving its objectives. Mitigation strategies and appropriate controls are put in place to manage and minimise risk where possible. The Board and all the Managers have a responsibility to continuously monitor the effectiveness of these strategies and controls.
A program of regular performance appraisals and goal setting for senior management and other staff is in place. Directors receive remuneration as set by the Finance, Audit & Remuneration Committee and do not exceed that stipulated in the Constitution of the company.
As LiveCorp is limited by guarantee, none of the Directors hold an interest in LiveCorp. Each industry representative Director, as a member of LiveCorp, is liable to the extent outlined in the Constitution upon winding up.