Challenger's approach to Corporate Governance
The Board and management of Challenger recognise their duties and obligations to stakeholders to implement and maintain a robust system of corporate governance. Challenger believes that the adoption of good corporate governance adds value to stakeholders and enhances investor confidence.
The Board is accountable to shareholders for the activities and performance of Challenger by overseeing the development of sustainable shareholder value within an appropriate framework of risk and regard for all stakeholder interests. The Board has identified the key functions which it has reserved for itself. These functions are outlined in the Board Charter.
The Board has delegated to the CEO the authority and powers necessary to implement the strategies approved by the Board and to manage the business affairs of Challenger within the policies and specific delegation limits specified by the Board from time to time. The CEO may further delegate within those specific policies and delegation limits, but remains accountable for all those delegations to management.
To assist it in undertaking its duties, the Board has established the following committees:
- the Risk Committee
- the Audit Committee
- the Nomination Committee
- the Remuneration Committee
Risk Management and Compliance
The management of risks is fundamental to the Company's business and to building shareholder value. The Board recognises the broad range of risks which apply to Challenger as a participant in the financial services industry, including, but not limited to, market risk, funding and liquidity risk, credit risk, investment, strategic and business risk, reputation, licence, compliance and operational risk. The Board is responsible for determining the Group's risk management strategy. Management is responsible for implementing the Board's strategy and for developing policies and procedures to identify, manage and mitigate risks across the whole of the Group's operations.
A key component of Challenger's approach to risk management is that the heads of business units have accountability for the risks within their divisions with oversight, analysis, monitoring and reporting of these risks conducted by the Executive Risk Management (ERMC), which is chaired by the Chief Risk Officer (CRO). The CRO is independent of the business units and accountable to the CEO and the Board and its Committees.
Code of Conduct
The Board has adopted a Corporate Code of Conduct which applies to all Directors, executives, management, contractors and employees of Challenger Limited and its related entities. The Corporate Code of Conduct articulates the standards of honest, ethical and law-abiding behaviour expected by the Company. Employees are actively encouraged to bring any problems to the attention of management or the Board, including activities or behaviour which may not comply with the Code of Conduct, other policies and procedures in place, or other regulatory requirements or laws.
Directors and staff trading policy
Directors and staff are subject to restrictions under the law relating to dealing in securities, including the securities issued by the Company, if they are in possession of inside information. The Board has approved the Group's Staff Trading Policy which prescribes the manner in which Directors and staff can trade in the Company's shares. Pre-trade approval is required for trading in Challenger securities. Challenger prohibits any Director or staff member from using derivatives in respect of remuneration related unvested Challenger shares or options. Challenger prohibits Directors and staff members margin lending over Challenger shares. Those staff designated as potentially having access to inside information are also required to seek prior approval to trade in other non-Challenger securities.
Integrity of Financial Reporting
The Board has the responsibility to ensure truthful and factual presentation of the Company's financial position. The Board has established an Audit Committee to assist the Board to focus on issues relevant to the integrity of the Group's financial reporting. In accordance with its Charter, the Audit Committee must have at least three members and be comprised of all Non-Executive Directors and have a majority of independent members. The Committee is chaired by an Independent Director, who is not Chair of the Board.
The Company is committed to ensuring all investors have timely access to material information concerning the Company and that Company announcements are factual and presented in a clear and objective manner. The Board has approved and implemented a Continuous Disclosure Policy. The policy is designed to ensure compliance with the Corporations Act and ASX Listing Rules continuous disclosure requirements.
In accordance with the requirements of the Workplace Gender Equality Act 2012, Challenger lodged its annual compliance report with the Workplace Gender Equality Agency (WGEA). A copy of the report can be found here.
You can provide comments on the report to Human Resources by emailing HR.