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Corporate Governance

Corporate Governance

The following statement outlines Wridgways compliance and adherence to the best practice principles for good corporate governance as outlined in the recommendations released on 2 August 2007 by the ASX. During the year all policies have been reviewed and enhanced if appropriate. Details of the key aspects are set out below.

Principle 1: Lay solid Foundations for Management and Oversight

The role of the Board is to oversee and guide the management of Wridgways with the aim of protecting and enhancing the interests of its shareholders, taking into account the interests of other stakeholders, including employees, customers, suppliers and the wider community.

Board Charter and its Role

The Board working with senior management is responsible to shareholders for the overall corporate governance and business performance of the company.

This responsibility includes:

The Managing Director is responsible to the Board for the day-to-day management of Wridgways Australia.

Review of Performance by Senior Executives

Details of the performance review process for senior Executives are set out in the Remuneration Report, which forms part of the Directors’ Report.
An evaluation on the performance of the Managing Director is undertaken each year by the Board.

Principle 2: Structure the Board To Add Value

The Wridgways Board is balanced in its composition. The Board comprises three Non-Executive Directors (including the chairman) and two Executive Directors. The Directors are accountable to shareholders for the proper management of Wridgway’s business and delegate responsibility for day to day management to the Managing Director and senior Executives. The Directors in office at the date of this report, the year of each Directors’ appointment and each Director’s status as an independent, Non Executive or Executive Director are set out in the Annual Report.

Director Independence

All Non-Executive Directors and the chairman are to be independent Directors having no business or other relationship that could compromise their autonomy. They have no other interest or relationship that could interfere in their ability to act in the best interests of the company and independently of management. In considering whether a Director is independent, the Board has had regard to the relationships affecting independent status described in ASX Principle 2 and other facts, information and circumstances that the Board considers relevant. The Board assess the independence of new Directors upon appointment and reviews their independence, and the independence of the other Directors, annually and as appropriate.

The test of whether a relationship is material is based on the nature of the relationship and the circumstances of the Director. Materiality is considered from the perspective of the company, the Director, and the person or entity with which the Director has a relationship.

The two Directors who are not considered to be independent are:

Retirement and Re-election

Non Executive Directors are subject to re-election by rotation every three years. There are presently no maximum terms for Non-Executive Director appointments. Newly appointed Directors must seek election at the first general meeting of shareholders following their appointment. Board support for Directors retiring by rotation and seeking re-election is not automatic. A Non-Executive Director must take into account the views of the other Non-Executive Directors of the company when making a decision to stand for re-election.

All Directors are expected to maintain the skills required to discharge their obligations to the company. Directors are provided with papers, presentations and briefings on group business and matters which may affect the operations of the group.

Committees of the Board

To assist in the effective execution of its responsibilities the board has established an Audit Committee and Remuneration Committee as standing committees to assist the Board in the discharge of its responsibilities.

Because of the size of Wridgway’s Board (ie: three Non-Executive Directors and two Executive Directors), a separate nominations committee is not deemed necessary. The Board reviews and discusses the appointment of new Directors. If it is necessary to appoint a new Director to fill a vacancy on the Board or to complement the existing board, a wide potential base of possible candidates is considered. The Board assesses the qualifications of the proposed new Director against a range of criteria including background, experience, professional skills, personal qualities and the potential for the candidate’s skills to augment the existing Board. If these criteria are met and the Board appoints the candidate as a Director, that Director (as noted above) must retire at the next annual general meeting and will be eligible for election by shareholders at that meeting.

Details of meeting attendance for committee members are set out in the Director’s Report.

A summary of the committee’s Charter is available from the corporate governance section of the Company’s website.

Further information about the Audit Committee is provided in this statement under Principle 4: Safeguard Integrity in Financial Reporting.

Further information about the Remuneration Committee is provided in this statement under Principle 8: Remunerate Fairly and Responsibly.

Induction of New Directors and Access to Information and Independent Advice

New Directors are provided with a formal letter of appointment which sets out the key terms and conditions of appointment, including duties, rights and responsibilities, the time commitment envisaged, and the Board’s expectations regarding involvement with committee work. They are encouraged to visit the company operations to assist them in developing an understanding of Wridgways Australia Limited’s businesses and key drivers.

All Directors have unrestricted access to employees of the group, and subject to the law, access to all company records.

Consistent with ASX Principle 2: and subject to prior consultation with the Chairman, Directors may obtain independent professional advice at the company’s expense on matters arising in the course of their board and committee duties. Directors also have access to senior company managers and company documents at all times.

Conflicts of Interest

Directors are required to avoid conflicts of interest and immediately inform their fellow Directors should a conflict of interest arise. Directors are also required to advise the company of any relevant issues that may result in conflict.

When a potential conflict of interest arises, the Director concerned would not receive copies of the relevant Board papers and would withdraw from the Board meeting while such matters are considered

.

Principle 3: Promote Ethical and Responsible Decision-Making

It is the policy of Wridgways to conduct business with honesty, integrity, respect and fairness when dealing with its customers and employees. Employees are also required to meet these high standards.The company takes seriously its obligations to comply with all federal, state and local government laws and regulations, as well as common law obligations, and again, requires all employees to do the same.

Code of Conduct

The company has an established code of conduct to guide the Directors and senior employees in the performance of their duties. Details of this code are placed on the company’s website.

It is the policy of Wridgways to conduct business with honesty, integrity, respect and fairness when dealing with its customers and employees. Employees and Directors are expected to:

Wridgways encourages the reporting of unlawful and unethical behaviour, actively promotes and monitors compliance with the Code of Conduct, and protects those who report breaches in good faith.

Share Trading Guidance Note

Directors and employees of the company are subject to the Corporations Act 2001, which prohibits buying, selling or subscribing for shares in the Company if they are in possession of inside information. Inside information is that information which is not generally available and a reasonable person would expect it to have a material effect on the price or value of the shares in the Company.

The Company provides this Guidance Note for Directors to assist them in complying with the Corporation Act 2001 when making a buy or sell decision.

“Directors can engage in buying or selling of the company’s shares in the six-week period after a major announcement by the company. This will usually ensure that the market is fully informed and minimize any risk of breach of the law. The CEO will advise Company employees when a major announcement has been made to the market.”

Each Director has entered into an agreement with the company under which the Director must notify the company secretary of any trade in the company’s shares within three business days.

Any Director buying or selling shares in Wridgways Australia Limited is also required to advise the Chairman in advance of the intention to trade.

There is no minimum shareholding requirements for shareholders.

Principle 4: Safeguard Integrity in Financial Reporting

The board has an established Audit Committee, which monitors internal control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting.

The membership of the committee consists of the three independent Non-Executive Directors. The members of the Audit Committee at the date of this report are:

The Managing Director and the Finance Director are invited to attend meetings. The Committee, with the external auditors, meets two times each year, prior to the issue of profit announcements, to review half year and full year financial results, and on an ad-hoc basis to discuss any other issues which might arise. The external auditors have a clear line of direct communication at any time to the chairman of the Board.

The principle functions and objectives of the Audit Committee are to:

The external auditor is permitted to provide Non-audit services that are not perceived to be in conflict with auditor independence, including tax advice services. The board has the right to request the external auditor to carry out a specific assignment, if it is determined by the board that it would be in the best interests of the shareholders and the company.

Independence of the external auditor

Appointment of auditor

The company’s external auditor is Deloitte Touche Tohmatsu.

The effectiveness, performance and independence of the external auditor is reviewed by the Audit Committee.

If it becomes necessary to replace the external auditor for performance or independence reasons, the Audit Committee will formalise a procedure and policy for the selection and appointment of a new auditor.

The Corporations Act 2001 requires the external auditor to make an annual independence declaration, addressed to the board, declaring that the auditor has maintained its independence in accordance with the Corporations Act 2001 and the rules of the professional accounting bodies. Deloitte Touche Tohmatsu has provided an independence declaration to the Board for the financial year ended 30 June 2009.

Rotation of external audit partner

Mr David Watson is the lead audit partner for Deloitte Touche Tohmatsu in relation to the audit of the company.

Mr Watson was appointed in 2008.

Attendance of external auditors at annual general meeting

In accordance with ASX principle 6 and the Corporations Act 2001, Deloitte Touche Tohmatsu attend and are available to answer questions at the company’s annual general meetings.

Principle 5: Make Timely And Balanced Disclosure

The company conveys to its shareholders and the public relevant information in a detailed and timely manner. The board’s policy is that shareholders are informed of all major developments that impact on the company. There is a continuous disclosure policy in place, which is intended to maintain the market integrity and efficiency of the company’s shares listed on the ASX. The disclosure policy is maintained through the board continually monitoring and identifying significant events and from ongoing reviews of business and financial reports.

All ASX releases to be made to the market by the company are approved by the Board or by the Managing Director in consultation with the chairman. The company secretary has a standing authority to approve releases that deal with changes in Director share holdings, Annual General Meeting notifications, addresses and voting results, share issues and broker/analyst presentations.

Information is communicated to shareholders by the company through:

Principle 6: Respect the Rights Of Shareholders

The company maintains communication with shareholders and other stakeholders in an open, regular and timely manner so that members have sufficient information to make informed decisions on the operations and results of the company.

The policy provides for the use of systems involving communiqués and technologies that ensure regular and timely release of information about the company to members. Mechanisms employed include:

Annual General Meeting

The board encourages full participation of shareholders at the company’s Annual General Meeting to ensure a high level of accountability and understanding of the company’s strategy and goals. Important issues are presented to shareholders as single resolutions. The company welcomes and encourages shareholder participation at general meetings to continue to improve the company’s performance and shareholder communications.

Principle 7: Recognise and Manage Risk

Management is ultimately responsible to the board for the system of internal control and risk management. The Audit Committee assists the board in fulfilling its responsibilities in this regard by reviewing the financial and reporting aspects of the company’s risk management and control.

Major exposures for the company stem from Wridgways business risk profile, which covers areas including financial, operational, regulatory, contractual, reputation and strategic risk.

The company has policies, procedures and guidelines in place to ensure that the company’s risks are identified and that controls are adequate. These cover areas such as:

Responsibility for control and risk management is delegated to the appropriate level of management within the company with the Managing Director and Finance Director having ultimate responsibility to the board for the risk management and control framework.

Arrangements in place for the board to monitor risk management include regular reporting to the board in respect of operations and the financial position of the company, circulation to the board of each meeting held by the Audit Committee.

Financial Reporting

Consistent with ASX Principle 7 and section 295A of the Corporations Act 2001, the Managing Director (Chief Executive Officer) and Finance Director (Chief Financial Officer) provide a written statement to the board (“Declaration”) that, in their opinion:

With regard to the financial records and systems of risk management and internal compliance in this written statement, the Board receives assurance from the Managing Director and Finance Director that the Declaration was founded on a sound system of risk management and internal control and that the system was operating effectively in all material respects in relation to the reporting of financial risks.

The primary objective of the risk management process is to maximise shareholder value. It therefore represents an integral part of the business management process. Eliminating all risk, however, adversely affects the ability of the company to take up opportunities for potential reward.

Principle 8: Remunerate Fairly and Responsibly

A program of regular performance appraisals and objective setting for senior management and other staff is in place. The responsibilities of the Remuneration Committee are to review and make recommendations to the Board on:

The Remuneration Committee comprises three Non-Executive Directors. The Managing Director is also invited to attend.

The members of the Remuneration Committee at the date of this report are:

Meetings are to be held at least once a year as part of the annual remuneration review. The number of Remuneration Committee meetings and number of meetings attended by each of the members of the Remuneration Committee during the financial year are set out in the Annual Report.

The Remuneration policy of Wridgways Australia is to establish remuneration practices that:

The remuneration of officers and employees is competitively set to attract and retain appropriately qualified and experienced employees. Remuneration packages include a mix of fixed remuneration and performance based remuneration. At this stage there is no equity-based remuneration. A review of remuneration packages in comparative companies is undertaken to determine the appropriateness of the packages.

For details of remuneration paid to Directors and senior Executives for the financial year please refer to the Annual Report.

The remuneration of Non-Executive Directors is competitive for the industry and in keeping with the responsibilities of public company Directors. Remuneration for Non-Executive Directors comprises fixed fees, which may be in the form of cash, Non-cash benefits and superannuation. No part of the remuneration is incentive-based. For example, bonuses and share options. Also, no retirement benefits will be provided other than statutory superannuation.

Total Directors’ fees for all Non-Executive Directors are not to exceed $200,000 per annum.

Along with their fees Non-Executive Directors are entitled to be paid all travelling and other expenses properly incurred in connection with the affairs of the company. Wridgways Australia Ltd pays a premium to insure Directors liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting as a Director if Wridgways Australia Ltd, other than conduct involving a wilful breach of duty in relation to Wridgways Australia Ltd.

Corporate Governance Documents

» Board Charter
» Audit Committee Charter
» Remuneration Committee Charter
» Code of Ethics and Conduct
» Market Disclosure Policy
» Share Trading Policy
» Risk Management Policy
» Communication Policy

Full Quote Santa Fe Wridgways Business Relocations

Wridgways Business Relocations

Your Fast, Friendly & Efficient Office Moving Service

Business Removals

Relocating a business is a huge job, requiring professional assistance from a dedicated and experienced team. With many years’ experience in safely relocating businesses for a variety of industries, Wridgways understands what it takes to successfully move your business better than anyone.

Whether your businesses needs are local, interstate to Sydney, Melbourne, Perth, in fact anywhere in Australia or even overseas, our experienced office moving consultants have the necessary skills to manage the relocation of your office smoothly from start to finish with minimum disruption, leaving you to get on with the day-to-day business operations.

Why choose Wridgways Business Relocation?

We understand that your business will need as little down time as possible, and this means that not all equipment can be moved at the same time. In addition to understanding your businesses time requirements, valuable office equipment such as computers and filing storage units will be handled with the upmost care.

Our accredited office movers will utilise only the latest and safest wrapping and packing materials in the removals industry, offering the best possible protection to your office furniture and equipment. This includes firm-fit plastic covers, protective blankets and a variety of wrapping materials. Your delicate equipment and office furniture will reach your new office location in the same condition it left.

Wridgways Business Relocations, working with Project Management, specialise in solutions for both small and large organisations.

Services include:

While this may be the first office move for you and your business, trust that Wridgways have completed thousands of successful business relocations.

If required, Wridgways secure storage facilities are located Australia-wide for your convenience. We offer both long and short term storage options for your company, ensuing there are no disruptions to your move.

If you need help with your upcoming office, warehouse or factory move please freecall us today on
1800 225 916 or email officemoving@santafewridgways.com

Corporate Relocation
Family relocating house with Wridgways

Global Mobility and Relocating Employees

Santa Fe Relocation Services are the global relocation assistance experts, providing global mobility solutions to corporations and individuals across the globe. Australian industry leaders rely on our team’s expertise and professionalism, and know that our personalised approach to each and every corporate relocation will give their employees a premium moving experience. We will tailor your relocation assistance project to your unique conditions and take into account your location-specific requirements, leaving nothing to chance.

Distance no longer needs to be an obstacle when it comes to implementing new business strategies or adapting your company to accommodate new growth opportunities, such as mergers and acquisitions. As a leading provider of global corporate relocation services, Santa Fe can assist you in establishing an effective and streamlined global mobility program for your business, so you can expand beyond your current geographical reach.

Our expert team of consultants will customise a global mobility program featuring practical solutions surrounding immigration services and executive housing, as well as other potential challenges such as cultural, legal and political differences.

Outsourcing your global mobility program to our team allows you to concentrate on expanding your market and your talent base, while we work behind the scenes to ensure the transition is uncomplicated and efficient. Visit our global site, Santa Fe Relocation Services for a more comprehensive overview of our full range of global services.

End to End Global Mobility Management

Download the Santa Fe Relo App and get connected with your relocation today.

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London the hot spot for corporate relocations

London the hot spot for corporate relocations

A recent study has found that London is still the top choice for foreigners seeking employment overseas, beating other countries such as New York, Paris, Melbourne and Singapore.

160,000 job seekers were recently surveyed and over 50% of the participants chose London as their first choice for overseas employment, compared to 28% preferring New York, 16% Singapore and 10% in Sydney.

London’s work class banking, legal sector and creative industries coupled with the higher standard of living are proving very attractive to foreign professionals, majority of whom are coming from crisis-hit countries such as Portugal, Ireland and Greece.

These findings oppose current reports of UK nationals seeking work in other countries due to the current economy, although the research also showed that 63% of UK nationals still expressed desire to move abroad for more promising job prospects.

The survey would indicate that there is a trend of job seekers becoming more flexible with employment destinations, with London have a winning edge over other countries.

So if you are considering relocating to your new career in London, contact Wridgways.

IMMIGRATION UPDATE – AUSTRALIA

IMMIGRATION UPDATE – AUSTRALIA

Update on Sponsorship Obligations

The Department of Immigration and Citizenship (DIAC) has recently announced updatedamendments to sponsorship obligations.

The two obligations which cause most concern to employees and their assignees are thereturn travel costs and showing equivalent terms and conditions. Please find below anextract from the revised Policy that details how and when records of these obligations mustbe kept.

Return travel costs

Regulation 2.82(3)(a) applies to standard business sponsors, religious worker sponsors,special program sponsors or a party to a work agreement and requires that the person mustkeep the following records:

The Department considers an independent person is a person who is free from influence orauthority of the sponsor, who can establish the correctness of a record on the basis of thepresented facts.

All of the records must be kept in a reproducible format. No record needs to be kept for morethan five years.

Equivalent terms and conditions of employment

Regulation 2.82(3)(c) applies to standard business sponsors or a party to a work agreementand requires that the person must keep:

The following records must be maintained in a manner capable of being verified by anindependent person:

The Department’s position is that cash payments are generally not capable of being verifiedby an independent person. If a sponsor chooses to pay sponsored persons in cash, theonus is on the sponsor to ensure that they keep records of such payments. To avoid anydoubt, sponsors are strongly encouraged to use salary payment methods such as ElectronicFunds Transfers.

Please contact Jane Simpson for further information.

Jane Simpson
NSW Manager, Relocation Services
Tel: (61) 2 96457700
Email: jane.simpson@wridgways.com.au

IMMIGRATION UPDATE – AUSTRALIA

IMMIGRATION UPDATE – AUSTRALIA

Significant Investor Visa

On 24 November 2012, Australia introduced a significant investor visa category.

This category is being introduced as a new stream within the existing business innovation and investment (provisional) visa category subclass 188 which was introduced on 1 July 2012 and offers applicants a clear pathway to permanent residence. Apart from satisfying the usual health and character requirements, applicants applying under this category will be required to invest AUD 5,000,000.00 of their own capital into complying investments in Australia for a minimum of four years.

There are a number of benefits for applicants under this new visa category including:

In this regard, complying investments include:

Applicants may hold investments in each of the above investment options in any proportion and may also change between the complying investments provided they meet specified reinvestment requirements.

To qualify for permanent residence apart from maintaining their investments in Australia, applicants are only required to physically reside in Australia for 161 days over a four year period and this can be extended by two further periods of two years each.

Applicants under this significant investor visa category will require sponsorship by the State Government in the State of Australia where they intend to reside before being eligible to formally lodge an Immigration Application.

Please do not hesitate to contact Ivan Chait (Registered Migration Agent No: 9253612) at ivan.chait@wridgways.com.au or Jane Simpson at jane.simpson@wridgways.com.au for further information.

Thinking Relocation? Think Santa Fe.

Santa Fe provides the full range of relocation services to support businesses with international interests from diverse industry sectors. Santa Fe is conveniently located in 52 countries with 122 offices globally and offers holistic relocation solutions to support businesses and relocating employees.

Last year, we handled 110,000 relocations globally. Our core services are Immigration, Moving, Relocation, Real Estate and Records Management.

We make it easy.

Santa Fe Relocation Services Video

Santa Fe Relocation Services Video

4 Easy Steps to Office Relocation

Office Interior

1. Start With the Basics – Ensure you’re very clear about the purpose of your office relocation. This could be a lease break, lease expiry, planned growth etc. This will assist you in defining your needs and planning the appropriate office move for your business. Big decisions that must be agreed upon prior to the actual relocation will form the basis of the planning process, including the details of the existing lease, your notice period and current obligations and liabilities.

2. The Earlier the Better – With so much to do, the earlier you start, the greater the chance of achieving the smooth office move your company needs and expects. We recommend reviewing potential new locations anywhere from nine to 18 months prior to your lease expiration regardless of whether you are considering renewing or relocating. This lead-time is vital in increasing the amount of leverage and competition between the various options, potentially resulting in savings for you too! Don’t begin the moving process without planning a realistic budget. That way you can keep track of costs and ensure you don’t spend any more than needed. Wridgways Business offers professional relocation planning assistance, working within ant sized budget! A Moving Office Checklist outlining any tasks to undertake won’t go astray. You Wridgways office movers can again provide this to you. (more…)

The Benefits of Using an Accredited Removalist Company

Moving house can often prove to be quite a stressful and emotional experience. The transportation of beloved possessions can often be straining and it is fair to say that nobody cares more for their belongings than the owner. AFRA Members logo

At Wridgways we wholeheartedly understands these feelings, and of course our customer’s concerns. As a registered member of the Australian Furniture Removal Association, you can experience complete peace of mind in knowing that your Wridgways Removalist Team will treat your goods with the same care and respect you would give yourself.

AFRA members, like Wridgways, are required to fulfil a strict criteria and Code of Conduct. The staff of AFRA affiliates have been fully trained by their organisation in accordance with AFRA’s stringent training criteria. Rest assured that when using an AFRA accredited company like Wridgways, your Removalist Team have been fully trained to the highest standard.

(more…)