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Corporate Governance

Corporate Governance Statement

  • Corporate Governance Statement

  • Appendix 4G - Key to Corporate Governance Disclosures

Risk Management

Tatts operates a risk management framework that provides the Board with a communication process to continually assure them that risks inherent in the operations and activities of the Group have been prudently managed.

The Board has delegated the review of risk management practices to the Audit, Risk and Compliance Committee. As part of this role, the Committee regularly reviews the effectiveness of the risk management system and reports to the Board on the risk management framework throughout the year. As part of this process, the Board adopted a formal policy to provide a system for managing risks and informing stakeholders.

Tatts management team is responsible for identifying risks to the business, developing and implementing risk mitigation strategies and reporting the effectiveness of managing these risks to the Board. Internal Audit provides assurance to management, the Committee and the Board on the adequacy of the risk management and internal control systems. Management reports to the Committee on the material business risks and the extent to which it believes these risks are being managed, at least annually.

Management has identified risks in four core areas: strategic risk, operational risk, financial risk and compliance risk. By way of illustration, management identified a series of operational risks which include:

  • reliance on licences – maintain and retain;
  • the operations of commercial partners and other stakeholders(e.g. racing industry, Agents and Lottery Bloc);
  • reliance on technology; and
  • reputation, corporate social responsibility, and customer satisfaction.

Management has also identified particular internal controls to mitigate these risks which include:

  • corporate planning and key strategic project implementation;
  • the financial practices undertaken pursuant to the policies and procedures such as delegations of authority, budget monitoring and project performance reports;
  • the operation and reporting structures of Tatts Group compliance programs in relation to regulatory requirements of Tatts Group businesses and industry practice which deal with specific areas of risk such as licensing requirements, contractual obligations, WH&S and Treasury risk;
  • technology focused disaster recovery plans and security policy processes and practices and other technology related management structures; and
  • an annual review of the insurance program to ensure adequate coverage of insurable risks.

Internal Audit develops an annual audit program in consultation with management and the Audit, Risk and Compliance Committee which focuses on testing the efficacy of operational, financial and compliance risks. Regular reports are provided to the Board.

For the reporting period, management has reported to the Board, in accordance with ASX Recommendation 7.2, as to the effectiveness of Tatts Group’s management of the Group’s material business risks. The Managing Director/Chief Executive Officer and the Chief Financial Officer have provided assurance to the Board, in accordance with ASX Recommendation 4.2, that the declaration provided in accordance with Section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and the system is operating effectively in all material respects in relation to financial reporting risks. The Board notes that assurance from the Managing Director/Chief Executive Officer and Chief Financial Officer can only be reasonable assurance rather than absolute. This is because of such factors as the need for judgement and limitations on internal controls.

  • Risk Management
    Policy

Key Policies

  • Constitution of
    Tatts Group Limited

  • Continuous
    Disclosure Policy

  • Whistleblower
    Policy

  • Securities Trading
    Policy

  • Communications
    Policy

  • Diversity
    Policy

  • Code of
    Conduct

  • Anti-Bribery and
    Corruption Policy

WGEA Compliance

The Workplace Gender Equality Act 2012 (Act) provides clear guidelines and expectations for improving gender equality in the workplace. In accordance with the requirements of the Act, Tatts Group has produced its annual compliance report which measures our progress on the most pressing contemporary challenges to gender equality in Australian workplaces. The Tatts Group 2016 /2017 compliance report was lodged with the Workplace Gender Equality Agency on 28 July 2017. Comments pertaining to the report can be made directly to Tatts Group or to the Workplace Gender Equality Agency.

  • WGEA Report
    2016-2017

Tatts Group

Susan Humphreys - Head of Engagement

Workplace Gender Equality Agency

Board Committee Charters

  • Board of Directors

  • Audit, Risk and
    Compliance

  • Governance and
    Nomination

  • Remuneration and
    Human Resources

Board Committees

The Board has established appropriate Committees to assist it in the discharge of its responsibilities. However, the Board has not delegated any of its decision making authority to those Committees except as expressly specified in the Committee charters.

Composition of Board Committees

Swipe
Audit, Risk & Compliance Governance & Nomination Remuneration & HR
Chairman Brian Jamieson Harry Boon Julien Playoust
Members Julien Playoust Lyndsey Cattermole Harry Boon
Kevin Seymour Kevin Seymour Lyndsey Cattermole
Dr David Watson Dr David Watson Brian Jamieson

The performance of each Committee was reviewed by the Board during the 2015 financial year. When undertaken, the evaluation process occurs by questionnaires which are completed by the Board and Committee members. Results are compiled on a confidential basis and circulated to Board and Committee members and discussed as relevant. The results of the last review undertaken confirmed that the Committees continue to function in an appropriate manner.

AUDIT, RISK AND COMPLIANCE COMMITTEE

Composition

The Chairman and members of the Audit, Risk and Compliance Committee are shown here. The Board will ensure that an independent Director who is not Chairman of the Board, remains Chairman of the Committee and that the Committee will have between three and six members, the majority of whom are independent Directors.

Responsibilities

The Audit, Risk and Compliance Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

  • the truth and fairness of the view given by the financial statements of the Group
  • the integrity of the Group’s accounting and financial reporting
  • the Group’s accounting policies and practices and consistency with accounting standards
  • the scope of work, independence and performance of the internal and external auditors
  • compliance with legal and regulatory requirements
  • compliance with the Group’s risk policy framework
  • the Group’s control environment
  • related party transactions
  • the Group’s overall risk management program

External Auditor

It is the responsibility of the Audit, Risk and Compliance Committee to review and approve the external auditor’s arrangement for the rotation and succession of audit and review partners, including their approach to managing the transition. The procedure for the selection and appointment of the external auditor and the committee’s policy for the rotation of external audit engagement partners are outlined in the Audit, Risk and Compliance Committee’s Charter. The Audit, Risk and Compliance Committee reviews the appointment of the auditor each year. The review considers key deliverables by the auditor including fees. If a decision is taken to change the auditor then selection of a new auditor will follow a tender process.

The external auditor must attend Tatts Group’s Annual General Meetings, and be available to answer shareholders’ questions regarding:

  • the conduct of the audit
  • the preparation and the content of the audit report
  • accounting policies adopted by Tatts Group in relation to the preparation of the financial statements
  • the independence of the auditor in relation to the conduct of the audit

GOVERNANCE AND NOMINATION COMMITTEE

Composition

The Chairman and members of the Governance and Nomination Committee are shown here. The Board will ensure that the Chairman of the Committee is the Chairman of the Board or an independent Director and that the Committee will have between three and six members, the majority of whom are independent Directors.

Responsibilities

The Governance and Nomination Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

  • board composition and succession planning
  • the identification of persons for appointment to the Board
  • the appointment of the Managing Director/Chief Executive
  • the process of reviewing the independence of Directors
  • Board performance evaluation
  • a procedure to address the induction and education needs of Directors
  • corporate governance developments
  • the development and implementation of the Group’s code of conduct

The Committee has responsibility for organising Board performance evaluation. A Board evaluation process and an evaluation process of individual Non-executive Directors occurs every two years.

Appointment of New Directors and Re-election of Incumbent Directors

The Governance and Nomination Committee is responsible for identifying, selecting and recommending the appointment of new directors to the Board. Appointments will be made having regard to a number of criteria including identified skills and experience. Where necessary, the services of external consultants will be engaged. Information relating to the appointment of a potential new director will be communicated to shareholders to assist them in their decision whether to elect the nominee at the relevant Annual General Meeting.

Any person invited to join the Board will enter into an appointment agreement setting out the Director’s duties, rights, responsibilities and the terms and conditions associated with that appointment. All new Directors appointed to the Board will undertake an induction program co-ordinated by the Company Secretary.

Process for Re-election of Incumbent Directors

Before each Annual General Meeting, the Chairman will determine those Directors who are required to retire by rotation, in accordance with the Company’s Constitution. Retiring Directors who are seeking re-election are subject to a performance appraisal overseen by the Governance and Nomination Committee and reappointment is not automatic.

Following that appraisal, the Board, on the recommendation of the Governance and Nomination Committee, makes a determination as to whether it will endorse a retiring Director for re-election. The Board will not endorse a Director for re-election if his or her performance is not considered satisfactory. The Board will advise shareholders in the Notice of Meeting whether or not re-election is supported.

REMUNERATION AND HUMAN RESOURCES COMMITTEE

Composition

The Chairman and members of the Remuneration Committee are shown here. The Board will ensure that an independent Director who is not the Chairman of the Board remains Chairman of the Committee. The Managing Director/Chief Executive is invited to attend meetings at the request of the Committee members. The Board will ensure that the Committee will have a minimum of three Non-executive Director members and have no more than six members, the majority of whom are independent Directors.

Responsibilities

The Remuneration and Human Resources Committee will assist the Board in its oversight responsibilities by monitoring and advising on:

  • non-executive Director remuneration
  • Managing Director/Chief Executive Officer performance review and fixed and variable at-risk incentive remuneration
  • executive remuneration and allocations of variable at-risk incentive remuneration to executives
  • incentive remuneration structures that link incentives to performance measures and targets that will drive shareholder value
  • employee equity plans
  • executive recruitment, retention, termination policies and succession planning
  • remuneration disclosure
  • risk management and controls regarding remuneration

Role & Composition of the Board

Board of directors

Harry Boon – Chairman & Non-executive Director Since 31 May 2005

Harry was Chief Executive Officer and Managing Director of ASX listed company Ansell Limited until he retired in 2004, a position which capped a career spanning some 28 years with the Ansell Group. Harry has lived, and worked in senior positions, in Australia, Europe, the US and Canada, and has broad based experience in global marketing and sales, manufacturing, and product development. He is multilingual and has a strong track record in delivering business results through setting ambitious goals, building the appropriate organisation and relationships and relentlessly pursuing objectives.

Harry holds a Bachelor of Laws (Honours) and a Bachelor of Commerce from the University of Melbourne.

Other current directorships:

  • Chairman of Asaleo Care Limited (Director since May 2014)

Special responsibilities:

  • Member of the Remuneration and Human Resources Committee
  • Chairman of the Governance and Nomination Committee

Former Listed Public Company Directorships in last 3 years

  • Toll Holdings Limited (November 2006 – May 2015)

Robbie Cooke – Managing Director & CEO Since 14 January 2013

Robbie Cooked commenced as Managing Director and Chief Executive Officer of Tatts Group on 14 January 2013

Robbie’s management career has traversed the wagering and gaming industries, oil and gas and online travel retailing sectors.

Robbie joined the Wotif Group as Chief Operating Officer in 2006 and was promoted to Group CEO and Managing Director in 2007.Prior to that he was Head of Strategy and General Counsel at UNiTAB (now part of Tatts) from 1999 to 2005. He has also held commercial, corporate finance and legal roles at Santos, HSBC James Capel and MIM Holdings Limited.

Robbie holds a Bachelor of Laws (Honours) and Bachelor of Commerce from the University of Queensland together with a Diploma in Company Secretarial Practice.

Robbie is a member of the Australian Institute of Company Directors and the Governance Institute of Australia.

Other current directorships:

  • Pro-Active Games Pty Ltd
  • 50-50 Foundation Limited

Lyndsey Cattermole AM – Non-executive Director Since 31 May 2005

Lyndsey was the founder and Managing Director of Aspect Computing Pty Limited from 1974 to 2003, and a Director of Kaz Group Limited from 2001 to 2004. Lyndsey has also held many board and other membership positions on a range of government, advisory, association and not-for-profit committees including the Committee for Melbourne, the Australian Information Industries Association and the Victorian Premier’s Round Table, and as Chairman of the Woman’s and Children’s Health Care Network.

Lyndsey holds a Bachelor of Science from the University of Melbourne and is a Fellow of the Australian Computer Society.

Other current directorships:

  • Non-executive Director of Treasury Wine Estates Limited (since May 2011)
  • Non-executive Director of PACT Group Holdings Limited (since November 2013)
  • JadeLynx Pty Limited
  • Madowla Park Holdings Pty Ltd
  • MPH Agriculture Pty Ltd
  • Catinvest Pty Ltd
  • Florey Neurosciences Board

Special responsibilities:

  • Member of the Remuneration and Human Resources Committee
  • Member of the Governance and Nomination Committee

Brian Jamieson – Non-executive Director Since 31 May 2005

Brian Jamieson was Chief Executive of Minter Ellison Melbourne 2002–2005. Prior to joining Minter Ellison, he was Managing Partner of KPMG Melbourne and Southern Regions 1993–1998, Chief Executive Officer at KPMG Australia 1998–2000, and Chairman of KPMG Melbourne 2001–2002. He was also a KPMG Board member in Australia, and a member of the USA Management Committee.

Brian has over 30 years’ experience providing advice and audit services to a diverse range of public and large private companies.

Brian is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Institute of Company Directors in Australia.

Other current directorships:

  • Chairman of Mesoblast Limited (since November 2007)
  • Sigma Pharmaceuticals Limited (since December 2005)
  • Director and Treasurer of the Bionics Institute.

Special responsibilities:

  • Chairman of the Audit, Risk and Compliance Committee
  • Member of the Remuneration and Human Resources Committee

Former listed public company directorships in last 3 years

  • Oz Minerals Limited (August 2004 – May 2015)
  • Tigers Realm Coal Limited (February 2011 – May 2014)

Julien Playoust – Non-executive Director Since 21 November 2005

Julien has more than 25 years’ experience as CEO, senior executive and non-executive director in public and private companies, including ASX-100, SMEs and not-for-profit organisation.

He has worked across a range of industries including property, professional and financial services, media, healthcare, agriculture, retail, consumer discretionary, energy, innovation, technology and the arts.

He is Managing Director and CEO of AEH Group, which includes 40+ SPVs in diversified property and investments and his professional career includes management consulting at AMP, NAB and Accenture.

Julien holds a Masters of Business Administration from AGSM, Bachelor of Architecture, First Class Honours and Bachelor of Science from the University of Sydney, and a Company Director Course Diploma from Australian Institute of Company Directors. In 2015, he was invited to join the UNSW Business School Alumni Leaders Group.

Other current directorships:

  • Non-executive Director of private equity company MGB Equity Growth Pty Limited
  • Trustee and Vice Chairman Art Gallery NSW Foundation
  • Chairman of Finance Committee, and on the Advisory Boards of UNSW Arts & Design and the Nature Conservancy

Special responsibilities:

  • Chairman of the Remuneration and Human Resources Committee
  • Member of the Audit, Risk and Compliance Committee

Former Listed Public Company Directorships in last 3 years:

  • Australian Renewable Fuels Limited (April 2009 – October 2014)

Kevin Seymour AM – Non-executive Director Since 12 October 2006

Member of the Board since 12 October 2006 , previously having been appointed to UNiTAB’s Board in September 2000

Kevin is Executive Chairman of Seymour Group, a private property development and investment company with interests in the energy sector.

Kevin’s extensive management and business experience includes company restructuring and equities markets in Australia. He was previously Chair of Royal Brisbane Hospital Herston Redevelopment Taskforce, independent Chair of Queensland Government/Brisbane City Council’s Brisbane Housing Company Limited, Chair and Benefactor of Community TV’s Channel 31, served on the Lord Mayor’s Drugs Taskforce and is an Honorary Ambassador for the City of Brisbane.

Other current directorships:

  • Deputy Chairman of ASX listed Ariadne Australia Limited (since 1992)
  • Director Secure Parking Limited (appointed 1 April 2015)
  • Board positions with several private companies in Australia

Special responsibilities:

  • Member of the Audit, Risk and Compliance Committee
  • Member of the Governance and Nomination Committee

Former Listed Public Company Directorships in last 3 years:

  • Watpac Limited (May 1996 to September 2013)

Dr David Watson – Non-executive Director Since 27 March 2014

Dr Watson served in the Federal Parliament in the House of Representatives as the member for Forde from 1984–1987 and in the Queensland Parliament as the member for Moggill from 1990–2004, during which time he was the Minister for Public Works and Housing (April 1997–July 1998). Prior to entering parliament, Dr Watson was Professor of Accounting and Business Finance at the University of Queensland.

Dr Watson holds a Bachelor of Commerce (Hons) from the University of Queensland, and a MA and PhD from Ohio State University.

Dr Watson is a Fellow of the Institute of Chartered Accountants of Australia and New Zealand, a fellow of CPA Australia, and an Associate in Accounting of the University of Queensland.

Other current directorships:

  • Independent Chair of the Translational Research Institute, a leading Australian medical research and biopharmaceutical facility based in Brisbane
  • Serves on some related medical research boards

Special responsibilities:

  • Member of the Audit, Risk and Compliance Committee
  • Member of the Governance and Nomination Committee

The Role of the Board and management

The Board is committed to act in the best interests of Tatts and to ensure that the Group is properly managed and consistently improved. The principal role of the Board is to:

  • protect and enhance the interests of the Company and its shareholders
  • influence, monitor and approve corporate strategy
  • oversee Tatts and the management of Tatts
  • monitor and evaluate the performance of the Managing Director/Chief Executive Officer (CEO) and other executives
  • provide guardianship of Tatts’ corporate values
  • approve and monitor financial reporting
  • oversee risk management and legal compliance
  • oversee shareholder communications

Board Composition

Tatts’ Constitution provides that the minimum number of Directors is three and the maximum number is nine. The Board currently comprises seven Directors being the six Non-executive Directors and the CEO. The Board is chaired by an independent, Non-executive Director.

The Board considers it important to maintain an appropriate mix of skills, experience, expertise and diversity in its membership to ensure that it is able to meet the present and future needs of the Group. The company has developed a skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

In respect to diversity, the Board recognises the importance and benefits of having, and looks to achieve, in its membership varying backgrounds, attributes and gender representation.

Provided that Tatts has three or more Directors, one third of the Directors (rounded down to the nearest whole number) are required to retire at each Annual General Meeting. In any case, no Director may retain office for the longer of three years, or after the third Annual General Meeting following the Director’s appointment. The CEO is not required to retire by rotation.

Members of the current Board are set out in the table below

Swipe
Directors Position
Harry Boon Chairman
Robbie Cooke Managing Director and Chief Executive Officer
Lyndsey Cattermole AM Non-executive Director
Brian Jamieson Non-executive Director
Julien Playoust Non-executive Director
Kevin Seymour AM Non-executive Director
Dr David Watson Non-executive Director

Board Charter

The Board has developed a charter to provide a framework for the effective operation of the Board. The charter addresses the following matters:

  • Responsibilities of the Board
  • Relationship between the Board and management
  • Appointment and role of the Chairman
  • Composition of the Board
  • Performance of the Board
  • Board committees
  • Board meetings
  • Access by Directors to independent advice

The Company has established the functions reserved to the Board and these are contained in its Charter. The CEO and senior executive group, who are accountable to the Board, are responsible for matters that are not specifically reserved to the Board (primarily being the day-to-day operation and management of the Group).

Independence of Directors

Each Director is required to apply independent judgement to decision making in their capacity as a Director.

A Non-executive Director will be considered independent if that Director is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. The Board considers the factors outlined below when assessing the independence of each Non-executive Director, being whether the Director:

    • holds 5% or more of the votes attaching to Tatts shares (that is a substantial shareholder) or has been a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company
    • is or has been employed in an executive capacity by the Group and there has not been a period of at least three years between ceasing such employment and serving on the Board
    • is or has been a material professional adviser or consultant to the Group or an employee materially associated with the service provided in the previous three years
    • is or has been a material supplier or customer of the Group or an officer of, or otherwise associated directly or indirectly with, a material supplier or customer in the previous three years
    • has or has had a material contractual relationship with the Group other than in their capacity as a Director in the previous three years
    • has been a director of Tatts for such a period that his or her independence may have been compromised

Family ties and cross directorships may also be relevant in considering interests and relationships which may compromise a Non-executive Director’s independence. 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 Group, the Director and the person or entity with which the Director has a relationship. The Board considers the factors relevant to assessing independence and determines the independence of its Non-executive Directors, and the Board as a whole, each year. This review has been carried out for this reporting period in respect of members of theBoard. All Non-executive Directors were considered to be independent. The Board acknowledges that, in accordance with the ASX Recommendations, it has a majority of Directors (including the Chairman) who are considered to be independent.

Independent Professional Advice

External advice may be sought by a Director in accordance with the terms of the Director’s appointment agreement.

Each Non-Executive Director’s appointment agreement provides that:

      • professional advice generally in relation to the discharge of the Director’s responsibilities to the Company may be sought
      • the Chairman must be notified before advice is sought
      • any advice obtained may be given to the Board, where considered appropriate by the Chairman
      • the Company will reimburse reasonable expenses where the above procedures have been followed

Diversity

The Board is committed to managing and promoting a culture of diversity in the workplace and adopted a diversity policy in June 2011. The Group’s diversity policy recognises the importance and benefits from having a diverse workplace which embraces the unique contributions of all employees. The objective of the policy is to create a diverse workplace made up of employees with skills, qualifications, attributes and experience that best match the requirements of Tatts. Tatts is committed to promoting a work environment, work practices and company culture where individual difference, including gender, is understood, respected and fully valued. The Board will maintain a framework for achieving and measuring the continuing realisation of these ambitions and objectives.

Director Induction and Professional Development

Tatts has an induction program to facilitate immediate involvement in Board activities by any new Director. Tatts also recognises that Board members must be provided with a range of opportunities for professional development. The Board encourages Directors to identify areas for professional development, including education about key developments in the Group’s businesses and in the industries within which they operate, Tatts provides Directors with access to appropriate resources.

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