The following investor information is disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
Terry Winters – Non-Executive Chairman
David Gaul – Non-Executive Director
Ken Kroeger – Managing Director & CEO
Mike Roberts – Non-Executive Director
Rudy Burger – Non-Executive Director
James Walker – Director of Finance
Jim Walker – Non-Executive Director
Andrew Neilson – Company Secretary
Non-executive Director and Chairman
Terry Winters is widely known as a strategic leader having served as chairman and director of several Australian and international listed and private companies and charities. He has led companies from start-up to successful realisation events and is currently chairman of Converge International and Intelledox and is a director of Redflex Holdings Limited (ASX: RDF), Future Fibre Technologies and Many Rivers Microfinance. Terry led the team that created Optus Communications, Australia’s second telecommunications carrier. Prior to this, he founded Link Telecommunications, a business that grew to over $200 million in revenues with over 1,000 employees. In addition, he spent 18 years on various boards of the Multiple Sclerosis Society in Australia. During this time he led the creation of a ‘for profit’ subsidiary, achieving revenues today of circa $100m. He also served on several boards of Opportunity International, a global microfinance organisation, including a period as its global chairman.
David Gaul is co-founder, non-executive director and past President of CEA Technologies Pty Limited, a highly successful Australian advanced technology company that designs and develops radar and communications systems for the ADF. David is also chairman of ANU Connect Ventures which manages a $30M fund supporting new Canberra and ANU-sourced advanced technology ventures. David is a founding fellow of the Australian Institute of Company Directors.
Managing Director and Chief Executive Officer
Ken Kroeger is a successful technology entrepreneur who founded Catalyst Interactive, an internationally recognised 3D simulation and training provider which was acquired by KBR (one of the world’s largest engineering, procurement, defence and construction companies) in 2008. At Catalyst, Ken grew the organisation from inception to an international business through technical innovation and sound leadership. Ken’s background in technology, R&D, business management and international sales and marketing to defence, government and industry provides Seeing Machines with a strong commercial focus backed by the organisation’s proven R&D and engineering capability.
Mike Roberts is a London-based private investor who has been an active shareholder in the Company since the 2005 IPO. Prior to joining the Board, Mike spent 15 years at JPMorgan in the Emerging Markets Group. At JPMorgan, Mike’s responsibilities were primarily in the trading, sales and placement of corporate debt in the Eastern Europe, Africa and Middle East regions. Mike holds a BA in Economics and MSc in Investment Management.
Rudy is a leading corporate development expert within the digital imaging technologies sector. Over the past 25 years, he has founded five digital imaging companies in the U.S., run a European public company, and served as a senior executive for two Global 500 companies. He is an effective, results-oriented professional with a proven track record in strategic planning, change management, and corporate development. Prior to Woodside Capital Partners, Rudy led the restructuring of Scipher plc, a UK public company and was the founding CEO of the MIT Media Lab Europe, a joint venture between MIT and the Irish government. In addition to being the Managing Partner of Woodside Capital Partners, Rudy serves on the boards of two UK-listed companies, Bango plc (AIM:BGO) and Seeing Machines plc (AIM:SEE). Rudy has a BSc and MSc from Yale University and a PhD from Cambridge University.
Director of Finance
James Walker is an entrepreneurial and a passionate finance executive who thrives on commercialising Australian technology across global markets. James has extensive experience across a wide range of international high growth businesses, including the mining services, hotels, sales and marketing, biotechnology, technology and commercialisation sectors. He has completed M&A transactions, IPO listings, follow-on share placements, other capital raisings and is experienced in Australian Stock Exchange (ASX) compliance, corporate governance and institution and shareholder communications. James brings direct industry experience through his previous roles of CFO, COO and Acting CEO of a company specialising in driver fatigue monitoring technology. James is a Fellow of the Institute of Chartered Accountants of Australia and has a Bachelor of Commerce degree from the University of New South Wales.
James Allan (Jim) Walker has worked with equipment dealers supplying construction, agriculture, mining, government and marine industries for 44 years. Jim started out as an apprentice diesel/heavy equipment fitter with Hastings Deering, the Caterpillar dealer for Queensland, Northern Territory, Papua New Guinea and Solomon Islands. In 2000, Jim was appointed Managing Director of WesTrac, the Caterpillar dealer for Western Australia. In 2007, Jim was promoted to Chief Executive Officer of WesTrac, whose territory takes in Western Australia, New South Wales, Australian Capital Territory and North East China. Jim retired from WesTrac in late 2013. Jim is a member of the Australian Institute of Company Directors (AICD) and Australian Institute of Management (AIM WA), holding the position of President WA (2008 – 2010) and National President – Australia (2010 – 2013). Today, Jim is a Non-executive Director of Macmahon Holdings, Skilled Group, RAC Holdings (WA) and the State Training Board (WA), and a Trustee of WA Motor Museum and a member of Wesley College Council.
The Board has constituted the following committees.
- Risk, Audit & Finance Committee
- Remuneration Committee
The responsibilities of each of these committees are as follows:
Risk, Audit & Finance Committee
The terms of reference for the Risk, Audit & Finance Committee state that its duties are to:
- monitor the integrity of the financial statements of the company including announcements containing financial results and all announcements of a price sensitive nature;
- keep under review the effectiveness of the Company’s internal controls and risk management systems;
- review and approve the statements to be included in the Annual Financial Report concerning internal controls and risk management;
- ensure appropriate arrangements exist for any matters of concern raised by employees;
- monitor and review the internal audit function in the context of the Company’s overall risk management system;
- consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external auditor;
- oversee the relationship with the Company’s external auditor
- meet with the external auditor at appropriate times in relation to the annual audit and half-year review;
- review the findings of the audit with the external auditor;
- review the effectiveness of the audit;
- review management response to the audit
- develop and monitor a policy on the supply of non-audit services by the external auditor.
The terms of reference for the Remuneration Committee state that its duties are to:
- determine and agree with the Board the framework for the remuneration of the Chairman of the Board and other non- executive directors, the company secretary, the CEO and his or her direct reports and any other executive management it is designated to consider;
- reviewing the ongoing appropriateness and relevance of the remuneration policy;
- approve the design and determine targets for any performance related remuneration schemes and approve the total annual payments made under those schemes;
- review the design of all share incentive plans for approval by the Board and shareholders;
- subject to statutory requirements determine the policy for and scope of superannuation arrangements for each executive director and other senior executives;
- ensure that contractual terms on termination and any payments made are fair to the individual and the company;
- determine the total individual remuneration package of senior executives including bonuses, incentive payments, share options and other awards;
- review and note annually the remuneration trends within the marketplace to ensure the Company’s remuneration is sufficient to attract and retain high quality employees;
- oversee any major changes in employee benefits structures throughout the company;
- agree the policy for authorising claims for expenses for Directors;
- ensure all legal requirements and best practice in corporate governance regarding disclosure of remuneration are fulfilled;
- be responsible for establishing the election criteria, selecting and setting the terms of reference for any remuneration consultants who advise the committee.
Membership of the Committees is as follows:
Risk, Audit & Finance Committee
Mike Roberts (Chairman)
Jim Walker (Chairman)
Page last updated on 06 July 2014.