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Corporate governance

Our Company
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The Mirrabooka Board is committed to the highest standards of ethical behaviour and corporate governance.

The Board regularly reviews their systems and policies to ensure they operate effectively in the best interests of Mirrabooka's shareholders and take appropriate account of existing and emerging standards and regulatory guidelines such as the ASX Corporate Governance Principles.

We have made a number of resources available to communicate our commitment to governance, principles and policies.

Board role

The role of the Board of Directors is generally to set objectives and goals for the operation of the Company, to oversee the Company's Management, to regularly review performance and to monitor the Company's affairs in the best interests of the Company.

For these responsibilities, the Board is accountable to its shareholders as owners of the Company.

The Board has approved a comprehensive Board charter governing its operation. Please click on the link below to view the full Board charter:

The Company aims to provide medium to long term investment gains through holding core investments in selected small and medium sized companies and to provide attractive dividend returns to shareholders from these investments.

Board Membership

The Board is comprised of a non-executive Chairman, Managing Director and 4 non-executive directors. Selection of directors to fill vacancies, and their nomination for election at the next meeting of shareholders, is a matter for the Board. Matters considered by the Board include the Company's diversity needs, the ability of the director to contribute towards achievement of the Company’s goals, breadth of business experience and knowledge of the Australian investment scene.

Download the Board Charter and Constitution

Investment committee

The Board has established an Investment Committee to make Investment decisions to support the Company's Corporate Objective.

The Investment Committee approves all investment orders and transactions, trading portfolio share and option transactions, reviews the performance of investments, sets investment policies, reviews sub-underwriting offers and deals with other portfolio related activities such as voting instructions and lodgement of proxies. The Committee meets regularly. The day to day maintenance of the investment portfolio and associated research is undertaken by a dealing team within Australian Investment Company Services, in close consultation with our Chairman and Managing Director.


The Investment Committee is comprised of:

  • Greg Richards (Chairman)
  • Mark Freeman
  • Jackie Fairley
  • Annette Kimmitt

Download the Investment Charter

Audit Committee

The Company has established an Audit Committee comprising three Directors, who are all considered as independent: AA Kimmitt (Chair), PR Dwyer and JK Fairley. They meet periodically to review issues relating to the controls applied to the Company’s activities, accounting policies, the content of financial statements and related issues. Meetings of the committee are attended by a partner from the Company’s auditors, PricewaterhouseCoopers and the Managing Director, RM Freeman, by invitation.

Download the Audit Charter

Continuous Disclosure

As a listed entity, the Company has an obligation under the Listing Rules to maintain an informed market with respect to its securities. Accordingly, we keep the market advised of all information required to be disclosed under the Rules which we believe would have material affect on the price or value of the Company’s securities.

In addition to the Half Yearly and Annual reporting requirements, there is a constant stream of information being provided to the Stock Exchange. Of particular note, is the disclosure after each month-end of the Company’s Net Asset Backing per Share. This is also disclosed at other times if a material change in value has occurred. All important Stock Exchange announcements are also posted to the Company’s website.

Download the Compliance Policies

Risk management framework

The aim of this policy is to provide clear guidelines on the management of risks to enable the achievement of strategic and operational objectives. It aims to cover all material risks that the entity faces. It is to be adhered to by all employees and Board members and, where relevant, contractors and consultants. The risk management methodology adopted by Mirrabooka is based on the AS / NZS ISO 31000:2009 Risk Management – Principles and Guidelines.

The Board is assisted in its Risk Management Activities by the Audit Committee. Co-ordination of Risk Management activities is done by the CFO, who reports to the Audit Committee on such matters.

Two key areas of risk have been identified: Investment Risk and Operational Risk.

Investment risk

Investment risk includes:

  • market risk;
  • credit, counter-party and settlement risk;
  • liquidity risk; and
  • reputational risk (insofar as it relates to the investments that the Company enters into).

The Investment Committee is primarily responsible for dealing with issues arising from investment risk, and has delegated day-to-day management of the portfolios to an experienced investment team provided by AICS. All decisions of the team are reviewed, discussed and where necessary, ratified by the Committee.

By its nature as a listed investment company, the Company will always carry investment risk because it must invest its capital in securities which are not risk free. However, the Company seeks to reduce this investment risk by a policy of diversification of investments across industries and companies operating in various sectors of the market.

In addition to the investment portfolio, the Company also operates a trading portfolio for short term opportunities. The Company seeks to enhance the return from that portfolio by also selling call and put options. In normal circumstances, the Board restricts the size of the trading portfolio to a maximum size of 10 per cent of the assets of the Company. The Board, through its Investment Committee, maintains close control of option transactions. Option transactions are limited to stocks held in the trading portfolio or in a small sub category of the investment portfolio for the purpose of enhancing returns from that portfolio and buying and/or selling stocks at attractive prices.

Operational risk

The Company’s management is primarily responsible for recognising and managing operational risk issues such as legal and regulatory risk, systems and process risk, human resource risk, reputation risk (insofar as it relates to the operations of the Company), disaster recovery risk, and occupational health and safety risk. A further risk comprises ensuring compliance with AICS’s Australian Financial Services Licence requirements. This aspect of management’s role is specifically overseen by the Risk Management, Audit and Remuneration Committee of AICS. The Chairman of the Company’s Audit Committee, DE Meiklejohn, receives copies of all AICS Risk Management, Audit & Remuneration Committee papers and is invited to attend all meetings of that Committee.

The Company has received a report from AICS outlining the control objectives for AICS and the specific policies and procedures established to meet these procedures. These policies include management oversight, segregation of duties, multiple sign-offs and specific authorisation levels. AICS has stated that these have been in place throughout the period, and have been effective in meeting the control objectives. This statement and verification have been confirmed by AICS’s internal auditors, Ernst & Young, under the requirements of ASAE 3150.


Whistleblower Protection Policy

The Company has adopted a Whistleblower Protection Policy which sets out a formal framework within which individuals are able, in a secure, way, to express their genuine concerns about misconduct, an improper state of affairs or circumstances, unlawful behaviour or breaches of policy, free from the threat of victimisation or reprisal and on the understanding that their concerns will be investigated and that, where appropriate, action will be taken to redress the situation.

Tax Transparency Report

The Board has determined that Mirrabooka should publish a Tax Transparency Report in accordance with the Voluntary Tax Transparency Code as developed by the Board of Taxation and released as part of the Federal Budget in May 2016.

Mirrabooka's Tax Transparency Report for the period 2023

Shareholder communications

The Board is accountable to its shareholders as owners of the Company. As such we seek to maintain active communication with them as far as practicable. In addition to the Annual and Half Year Reports sent to shareholders and the AGM, we conduct regular shareholder meetings in the mainland Australian capitals to provide shareholders the opportunity to meet with representatives of the Board and Management, to learn more about the Company’s activities and particularly to provide an opportunity to question the Board and Management about any aspect of the Company’s activities. We also maintain this website on which are our ASX announcements, Annual Reports, Half Yearly Reports, presentations to shareholders, and related material for shareholders and investors.

Engagement with Companies

Voting on resolutions is one of the key functions that a shareholder has in ensuring better long term returns and management of investment risk:

• We take input from proxy advisers but conduct our own evaluation of the merits of any resolution.

• We vote on all company resolutions as part of our regular engagement with the companies in the portfolio.

• We actively engage with companies when we have concerns those resolutions are not aligned with shareholders’ interests.

We acknowledge that high-quality companies may face ESG challenges from time to time. We seek to stay engaged with the companies and satisfy ourselves that the issues are taken seriously and worked through constructively. Ideally, in this instance, we seek to remain invested to influence a satisfactory outcome for stakeholders.”


Financial
Year
Total
Meetings
Total Resolutions
voted on
Voting Against
Remuneration Report*
Voting Against
other Resolutions*
2021/202260314 (3 Abstain)Nil8
2020/202164326 (10 Abstain)211

*Where there is a significant difference of view, we aim to discuss those concerns
with the Chair of the company before we vote against an issue or an abstain with a warning that if our concerns are not addressed by next year we will be voting
against.