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Annual Report to
Shareholders 1996
Corporate Governance:
Code of Ethics
The Directors of Rural Press Limited recognise the need
to uphold the highest standards of ethical behaviour and
accountability.
Rural Press Limited has published a Code of Ethics, which
details the Company's responsibilities to shareholders,
customers, suppliers, employees and the wider communities in
which the Company operates. A copy of the code is available
on request.
The adequacy of this code is monitored by the Board on an
ongoing basis, to ensure that the Company's practices remain
relevant to current developments in corporate
governance.
Key Objectives
The prime objectives of the Company's corporate
governance activities are to ensure that the Board fulfils
its core responsibility to shareholders for setting the
Company's direction and strategy, monitoring its
performance, and enhancing the interests of shareholders;
and the Company's reporting procedures and internal controls
in areas such as risk management and environment protection
are adequate and effective.
The structure and composition of the Board is fundamental
to the achievement of the first objective.The names of the
Directors are listed in the Directors' Report. The role of
Management is to propose strategies and to implement agreed
plans. It is therefore important that the Board which has
the final responsibility for the Company's strategies and
performance, should be composed of Directors able to
consider issues with independence and objectivity.
Accordingly, all except the Managing Director are
non-executive, including the Chairman. All Directors have
established business experience and/or professional
credentials in order to provide a wide range of skills,
knowledge and experience.
All Directors participate in considering new appointments
to and resignations from the Board. Subject to the
requirements of any relevant law the retirement age for
Directors is 72 years.
The effectiveness, dedication and participation of each
non-executive director is monitored by the Chairman who also
reviews fees payable to non-executive Directors.Similarly,
the performance of the Chairman is monitored by the
non-executive Directors on an annual basis when his
director's fees are reviewed.
The Audit Committee is empowered under its Charter to
seek independent professional advice at the Company's
expense if in its opinion such advice is necessary.
Directors who are not members of the Audit Committee may
also seek independent professional advice at the company's
expense providing they obtain the prior approval of the
Chairman or the Audit Committee, whichever is the most
appropriate in the circumstances.
The Board monitors the Company's performance by monthly
analysis of financial statements and an evaluation of
progress against budgets and key financial benchmarks. The
Board receives regular updates on exposure to financial
risks and any emerging threats to operations, and monitors
action taken by management. Strategic plans are
reviewed annually.
In order to gain a first hand appreciation of the
operating environments of the Company's businesses, the
Board also holds some of its meetings in various centres
where activities are located.
The performance of the Managing Director is measured
against specific objectives and performance targets and the
Managing Director conducts performance appraisals with all
senior executives. The salary packages of the Managing
Director and all senior executives are approved by the
Board.
Audit Committee
The Company's control mechanism is overseen by the
Board's Audit Committee which comprises three non-executive
Directors, whose names are listed in the Directors' Report.
Meetings of the Audit Committee are also attended by
invitation. The Managing Director, General Manager Finance,
Group Internal Auditor and senior partner from the external
audit firm usually attend meetings.
The committee's role is to provide a direct link between
the Board and the internal and external audit functions of
the Company. Under its charter, the committee reviews that
the systems of internal control safeguard the Company's
assets and minimise significant risks and exposures.
It also reviews compliance with statutory financial
requirements; reviews that internal and external audit
functions are effective and appropriately resourced; and
reviews that financial information provided to shareholders
is true and fair, to the best of their knowledge.
Disclosure
The Company fulfils its statutory obligations of full
disclosure.
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