Is the honeymoon over?, page-21

I think many share your views and it's important people realise they're voting on prior announcements from management/board and whether or not they achieved what they said they will. To me the vote is also a resounding NO to remuneration and to the directors reappointment, each to their own but until they fix issues like the lack of another female board member (from Australia) and the aspects of the corporate governance statement that we don't satisfy I'll continue to vote this way.

The parts of the corporate governance statement we don't satisfy IMO mainly seem to do with having a second opinion or an over watch committee, for some reason it seems (at least to me) that they want to run a one horse show without any external input from their very small group.

Some of the things we don't satisfy.

1.5 Diversity policy.

2.1 A nomination committee.

A nomination committee is a committee that acts under the corporate governance area of an organization. A nomination committees is focused on evaluating the board of directors of its respective firm and on examining the skills and characteristics that are needed in board candidates."

(This is definitely needed IMO).

I've been wondering why the Australian board member position that's required hasn't been filled, as we get to vote on the appointment it'll be interesting to see if it was held off until after the AGM and who the appointee will be, let's hope they're totally independent with no relationships whatsoever with current board members so their view can be totally independent.

2.5 The chair should be an independent director.

The reason for not satisfying this was.

"Not satisfied. The board does not believe that restructuring the board to achieve chair to be independent would be in the best interest of shareholders, given the size and resources of the Company at this time."

My view is how was the company big enough or had enough resources to pay the remuneration last year, it was hyped up as being an ASX listed 300 company for those purposes (from memory) but when it comes to this it's somehow no longer has the resources available.


7.1 The board of a listed entity should have a committee to oversee risk.

This is a major one again, the problem with not having an totally independent set of eyes going over your work is you tend to take a bias towards your own strategy whether it's right or not, it's human nature and can be devastating if something in business is missed.

7.2 A risk review conducted AT LEAST annually.

"Not satisfied. No formal risk review in the 2017 Financial Year although risk review is undertaken as part of board meetings. The next formal risk review is scheduled for December 2017."

Is this good enough after they've missed so many targets, I'd have thought that after the announced hype wasn't achieved then they'd want to have a fairly good look as to why.

This is a serious area to be watched when you only have a few customers generating a large portion of your revenue.


7.3 An internal audit function.

Again this is undertaken by the board and that again could be dangerously bias towards their own strategy or mindset.

Here's a link to the corporate governance policy.

https://hotcopper.com.au/documentdownload?id=uOMxKKzFkiWRTLKhOROKAxjvTDYC5g2+yxaZof1hke92GA==


As I said, IMO there should be more independent external overviews of the board. Some may disagree with this but if they were actually trying to achieve what was announced over the last 2 years (prior to Dirks appointment) they have failed miserably so this shows they have problems meeting expectations.

And my negative vote isn't for the above alone, we actually paid directors very handsomely for these announced targets to be missed and this is the time to let them know. This years vote is on their performance alone and they don't get a pass from me, there are heaps of mum and dad investors who've lost money on what they've been told by the upper echelon while they made plenty, it's time to show that's not acceptable IMO.

Cheers