The Directors of HIP take corporate governance seriously and follow the ASX’s best practice recommendations. In addition to the section on corporate governance in our annual reports, below are the individual policies.

Board Charter

A board charter sets out the role, responsibilities and powers of the Board.

To access HIP’s board charter, click here.

Code of Conduct

The Board supports the need for Directors and employees to observe the highest standards of behaviour and business ethics. All Directors, managers and employees are expected to act with integrity, striving at all times to enhance the reputation and performance of the company.

To access HIP’s code of conduct, click here.

Selection and Appointment of Directors

The Board manages planning for its own succession and keeps the balance of skills and experience of the Board under review. A formal review of the Board and committee is undertaken yearly with the aim that a majority of the Board are independent. The company’s constitution specifies that all Directors (with the exception of the Managing Director) must retire from office no later than the third annual general meeting following their last election. Where eligible, a Director may stand for re-election. There are no set terms of office or retirement ages for individual Directors. It is preferred that the Chairman be selected from among the independent Directors, however, the Board will select the most appropriate person for the role at the time.

Performance Evaluations

The Board regularly evaluates the performance of the Board as a whole and individually.

Audit and Compliance Committee Charter

The charter governs the operations of the Audit & Compliance committee. The Board has agreed that the committee is to consist solely of independent Directors. The committee consists of the following independent Directors:

H R Smerdon (Chairman)
J Hickey

All matters determined by the committee are submitted to the full Board as recommendations for Board decision.

To access HIP’s audit and compliance charter, click here.

Nomination Committee

The Board has established a nomination committee. The committee consists of the following Directors:

H R Smerdon (Chairman)
S M Wilson
E C Pohl

All matters determined by the committee are submitted to the full Board as recommendations for Board decision. Minutes of the committee meetings are tabled at the subsequent Board meeting.

Rumuneration

The Board has delegated the responsibility for determining the remuneration of individual directors to the Chairman and Managing Director.

Corporate Governance Committee

Due to the size and nature of the company, this function is undertaken by the Board and is not delegated to a committee.

Securities Dealing Policy

The constitution permits Directors to acquire shares in the company. The company has established a policy that requires that all Directors and employees are required to obtain approval from the Chairman in respect to any dealings. The Chairman requires prior approval by the Chairman of the Audit and Compliance Committee in advance of any proposed dealing in company shares.

Following this approval, the Director or employee is able to acquire securities EXCEPT in the period of five days before, on the day of, and the day after:

• Notification of financial information to the ASX such as NAV, profit information or announcements of share issues or capital raisings;
• Any general meeting of shareholders;
• Release of any report to shareholders.

To access HIP’s securities dealing policy, click here.

Disclosure Policy

The Board is committed to maintaining full disclosure of information.

To access HIP’s disclosure policy, click here.

Communications Policy

The company is committed to maintaining the highest standard of integrity and seeks to ensure all its activities are undertaken with efficiency, honesty and fairness. As a listed entity, the company has an obligation under the ASX Listing Rules to maintain an informed market with respect to its securities. Accordingly, the company keeps the market advised of all information required to be disclosed under the rules which it believes would have a material affect on the price or value of the company’s securities.

The company aims to keep shareholders informed of the company’s performance and all major developments in an ongoing manner. Information is communicated to shareholders through:

• The annual report, which is distributed to all shareholders (unless specifically requested otherwise).
• The interim financial report contains summarised financial information and review of the operations of the entity during the period. The report is reviewed by the auditors and is prepared in accordance with the requirements of the applicable accounting standards and the Corporations Act 2001 and is lodged with the Australian Securities and Investments Commission and the ASX.
• Quarterly shareholder newsletters.
• Other correspondence regarding matters impacting on shareholders, as required.
• All documents that are released publicly are made available on the company’s website.

Shareholders are also encouraged to participate in the annual general meeting to ensure a high level of accountability and identification with the company’s strategies and goals. Important issues are presented to shareholders as single resolutions.

The shareholders are responsible for voting on the appointment and aggregate remuneration of Directors, any changes to the company’s constitution and changes to the entity which may impact on share ownership rights.

To access HIP’s communications policy, click here.

Risk Management Policy

The company seeks to reduce investment risk by a policy of diversification of investments across industries and companies operating in various sectors of the market. Other risk management issues, for example disaster recovery, credit and counter-party risk, are considered by the Board. The Board receives regular reports about the financial condition and operational results of the company. The CEO and CFO are required to provide formal statements to the Board each financial year that in all material respects:

• The company’s financial statements present a true and fair view of the company’s financial condition and operational results, and
• The risk management and internal compliance and control systems are sound, appropriate and operating efficiently and effectively.