The Board of Directors understands, promotes and is responsible for the good governance at Seeing Machines Limited. In accordance with this, The Board presents the following information which underpins its charter to monitor the business and affairs on behalf of Seeing Machines and its stakeholders.

Governance Framework

Seeing Machines Limited corporate governance practices are guided by the practices recommended by the ASX Corporate Governance Council in their Corporate Governance Principles and Recommendations 3rd Edition (“the ASX Principles”). Where the Company’s corporate governance practices are inconsistent with the practices recommended by the by the ASX Principles, the Company has disclosed the inconsistencies in their Corporate Governance statement and the most recent Annual Report.

1. Lay solid foundations for management and oversight

The Board is responsible for setting and reviewing the strategic direction of Seeing Machines and monitoring the implementation of that strategy by Executive Management, including:

  • Corporate governance
  • Promoting ethical and responsible decision making
  • Monitoring Seeing Machines’ system of risk management and internal compliance and control
  • Monitoring legal compliance, safety and occupational health policies and corporate policies
  • Approving the annual operating budget and monitoring the operating and financial performance of Seeing Machines
  • Approving nominations of Directors to the Board and the appointment of key executives
  • Appointment and removal of the Chief Executive Officer and the Chief Financial Officer in addition to determining their remuneration
  • Monitoring the performance of the Chief Executive Officer and the Chief Financial Officer
  • Developing Board and Executive Management succession planning
  • Delegation of powers and authorities
  • Remuneration of auditors and the appointment or removal of auditors
  • Ensuring a clear relationship between performance and executive remuneration
  • Ensuring that Directors have a good understanding of the Company’s business
  • Ensuring that the market and shareholders are fully informed of material developments.

Directors and executive management receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.
The Board has established an Audit and Risk Management Committee (see 4. below). The responsibility for the day to day management of the Company has been delegated to the Chief Executive Officer, who is responsible for recommending strategy to the Board and leading the executive management team.
During the 2017/2018 financial year, the Board met 13 times to review the Company’s business activities and business plans. The Board also met with key executives to discuss Seeing Machines’ key strategies.

The performance of the Board is not formally reviewed given its small size but the Chairman regularly reviews matters with individual Directors.
The performance of executives is measured against criteria agreed annually which is based on profit growth and working capital management. The policy is designed to attract the highest calibre executives and reward them for performance resulting in long term growth in shareholder value.

Senior executives are assessed against key performance indicators as required. Performance evaluation was undertaken for senior executives during the current reporting period.

The Company Secretary reports to the Chairman on all matters to do with the proper functioning of the Board. The Company Secretary also performs the role of Chief Financial Officer.

The Board has also initiated the development of the Company’s Diversity Policy. This is being drafted and, once approved by the Board and Chief Executive Officer, will be implemented throughout the organisation.

2. Structure the Board to add value

The Board considers that the Directors together have the range of skills, knowledge, diversity and experience necessary to enable them to effectively govern the business. The “Information on Directors” section of the Annual Report details the skills, experience and expertise of each Director, along with the period of office held by each individual.

Jack Boyer

Chairman
Appointed as Chairman on 19 September 2018

Jack Boyer is based in the UK and holds US and UK citizenship. Jack is an experienced non-executive director with significant expertise in a number of technology sectors. He is currently non-executive director at  TT Electronics plc, Chairman of the University of Bristol, Chairman of Academies Enterprise Trust and a board member of the Sir Henry Royce Institute for Advanced Materials.

In his prior roles, Jack was Chairman of Ilika plc, non-executive director and Remuneration Committee Chairman at Mitie plc and Laird plc, Council Member of the Engineering and Physical Sciences Research Council, Deputy Chairman of the Advanced Materials Leadership Council (BEIS), and non-executive director of the Innovate UK Energy Catalyst. Previously, Jack was also Chief Executive Officer of companies in the engineering, telecommunications and biotechnology sectors and prior to this, was an investment banker at Goldman Sachs and a strategy consultant at Bain & Co.

In 2015, Jack was awarded an OBE in the Queen’s Honours for his services to the fields of Science and Engineering.

Ken Kroeger

CEO and Director
Appointed as CEO on 3 August 2018
Ken comes from a long technology and commercialisation background with exposure to a wide variety of industry sectors. He was the founder of international simulation & training business Catalyst Interactive; with offices in three countries and over 100 employees. The organisation was highly recognised for innovation & high customer service levels and was sold to Halliburton subsidiary, Kellogg, Brown and Root in 2008. Ken has held multiple board directorships, and enjoys mentoring a number of startup entrepreneurs.

Luke Oxenham

CFO and Finance Director
Appointed as CFO on 3 December 2018

Luke is a senior financial executive with over 25 years of accounting and finance experience. He has previously held CFO roles at several ASX listed companies including Genworth Mortgage Insurance Australia Limited and infrastructure business Intoll Group. He also held senior positions with responsibility for investor relations and risk management at Macquarie Infrastructure Group, one of the largest developers and owners of toll roads globally, and Deutsche Bank, as well as key commercial
positions at National Australia Bank and insurance and financial services group Promina.

Luke has substantial experience of integrating business planning, business performance and capital modelling and of accessing various sources of capital from the debt and equity markets. He also has substantial experience in developing and implementing business strategies across organisations and over multiple jurisdictions.

Dr Rudolph Burger

Non-Executive director and member of the Risk, Audit & Finance Committee
Appointed as a Director on 15 January 2014

Over the past twenty-five years, Rudy has founded five digital media technology companies in the US, run a European public company, and served as a senior executive for two global 500 companies. He is widely recognised as an effective, dynamic leader with a proven track record in management, strategic planning, business development, and M&A. Dr Burger is currently Founder and Managing Partner of an investment bank headquartered in California. He also serves as a Board Member of another technology company based in Cambridge, UK. Rudy has a BSc and MSc from Yale University and a PhD from Cambridge University.

Les Carmichael

Non-Executive director and member of the People, Culture & Remuneration Committee
Appointed as a Director on 1 February 2016

Mr Carmichael, based in Dallas, is a veteran of the North American transportation and logistics sectors, where he has spent over 40 years of his professional career. Holding numerous senior management and operational positions, he has experience in all aspects of fleet logistics; sales, marketing, operations, business development, and turnaround management. After a proven track record as Vice-President and General Manager of Dedicated Services at Swift Transportation Corporation, Les became CEO of Taylor Companies, the largest independent crude oil transportation company in the US. After retiring as an executive in 2015, Mr Carmichael serves on the board of directors of GlobalTranz, Inc., a venture capital funded, technology focussed, freight forwarding company operating in the US.

Yong Kang (YK) Ng

Non-Executive director and member of the Risk, Audit & Finance Committee
Appointed as a Director on 22 March 2016

Mr Ng has extensive engineering and operations experience in the manufacturing sector with multinational corporations. Based in Johor, Malaysia, Mr Ng has been managing the manufacturing operations of V S Industry Berhad (VSI) since 2002 and was appointed as executive director in 2005. VSI is a leading integrated electronics manufacturing services provider and a strategic investor in Seeing Machines Limited. Mr Ng has a Bachelor of Science in Mechanical Engineering from the National Taiwan University and a MBA from Heriot-Watt University in Edinburgh, UK.

Timothy Macmillan Crane

Non-Executive director
Appointed as a Director on 1 February 2017

Tim Crane is General Manager – Cat Services, Marketing & Digital Division. He joins the Board to further strengthen the relationship between Seeing Machines and Caterpillar Inc. and to help drive safety related revenues for both companies under the existing global agreement for product development, licensing and distribution.

Mr. Crane is based in Peoria, USA and has most recently assumed the leadership role of the Cat Services group and three additional customer-focused solutions businesses – Drone Services, Equipment Management (EM) Services and Cat Analytics. Crane has a Bachelor of Business Administration and Marketing from Baylor University.

Kate Hill

Non-Executive director, Chair of Risk and Audit Committee
Appointed as a Director on 13 December 2018

Kate is a non-executive director of CountPlus Limited (ASX: CUP), where she is the Chair of the Audit and Risk Committee and a member of the Acquisitions Committee. She is also a non-executive director of Elmo Software Limited (ASX: ELO) where she serves as Chair of the Audit and Risk Committee and is a member of the  Remuneration and Nominations Committee. She is the Company Secretary of Kazia
Therapeutics Limited (ASX: KZA, Nasdaq: KZIA).

Kate had a distinguished 20+ year career with Deloitte Touche Tomatsu as an audit partner where she worked with Australian Securities Exchange (ASX) listed and privately owned clients. She has worked extensively in regulated environments including assisting with Initial Public Offerings, capital raising and general compliance, as well as operating in an audit environment. She held a variety of leadership and
executive roles in Deloitte and was the first woman appointed to the Board of Partners of the Australian firm.

The Board considers each Director’s independence on a case by case basis.

The Company provides the necessary resources for developing and updating the knowledge and capabilities of its Directors. With the approval of the Chairman, the Directors may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of their responsibilities.
Directors commit to the collective decision-making processes of the Board. Each Director must ensure that no decision or action is taken that places their interests before the interests of the business.

The Company is not of sufficient size or complexity to warrant a nominations committee. The Board has a Director Nomination, Selection and Induction Policy, which allows for the Board to include the engagement of a search firm if necessary to find a Director with skills that complement those of the existing Board members.
The Board is satisfied that the Chairman and each of the non-executive Directors committed sufficient time during the year to the fulfilment of their duties as Directors of the Company. None of the non-executive Directors has any conflict of interest which has not been disclosed to the Board in accordance with Seeing Machine’s Constitution.

On appointment, individual Directors undergo an induction programme covering, amongst others, the business of the Company, briefings from relevant executives and opportunities to visit business operations.

3. Act ethically and responsibly

Seeing Machines has adopted a Code of Conduct that aims to encourage the appropriate standards of conduct and behaviour of the directors, officers, employees and contractors (collectively called the employees) of the Company.

Employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

The purpose of the Code of Conduct is to provide a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.

A breach of the Code is subject to disciplinary action.

4. Safeguard integrity in corporate reporting

The Board has established a Risk, Audit & Finance Committee. Members consist of non-executive directors:

Dr Rudolph Burger (Chair)
Yong Kang (YK) Ng
James Walker

The committee’s responsibilities 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 Managing Director and the Chief Financial Officer have provided a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The Company’s external auditor attends the Annual General Meeting either in person or by teleconference and is available to answer questions from shareholders relevant to the audit.

5. Make timely and balanced disclosure

The Board aims to ensure that shareholders have equal and timely access to material information concerning the Company. All announcements lodged with AIM relating to financial results are included on Seeing Machines’ website as soon as practicable after release to AIM.

Seeing Machines Limited has a Continuous Disclosure Policy to ensure compliance with AIM Rule 26 disclosure requirements. This includes a consideration at each Board Meeting by all Directors that they have complied with Seeing Machines’ Continuous Disclosure Policy, together with an ongoing obligation to advise the Company Secretary of any material non-public information arising in between Board Meetings.

6. Respect the rights of shareholders

The Board regards its primary role as representing and promoting the interests of the Company’s shareholders and accounting for the long-term performance and success of the business.

The Company is committed to open communication with all its shareholders and recognises the importance of maintaining a regular dialogue with shareholders to ensure that the Company’s strategy and performance are understood.

The Chairman, CEO and Chief Financial Officer hold regular meetings and discussions with institutional shareholders and private client brokers to discuss and review the Company’s activities, strategies and performance. The Chairman, CEO and Chief Financial Officer typically meet with institutional shareholders and brokers in person for the release of the full year results, and often also for the release of the half year results.

Formal communication between the Board and private shareholders is principally through the Annual General Meeting. More regular and less formal communications with shareholders are becoming more prevalent and important, through a range of channels: email (to investors@seeingmachines.com), LinkedIn, Twitter and Vox Markets.

The Seeing Machines website (https://www.seeingmachines.com/investors) contains all publicly available financial information and news concerning the Company. It provides information on how shareholders can contact the Company if they wish to discuss any particular issues. 

7. Recognise and manage risk

The Board is accountable for ensuring that effective risk management and compliance systems are in place to protect the Company’s assets, and to ensure that Seeing Machines operates within legal and regulatory compliance and within acceptable risk and internal control parameters. These responsibilities have been encompassed in the role of the Risk, Audit and Finance Committee which met 4 times during the year. This Committee reviews Seeing Machines’ risk management annually based on reports and presentations from Business Unit and Corporate heads.

8. Remunerate fairly and responsibly

The Board has established the People, Culture & Remuneration Committee, consisting of the following non-executive director members:

James Walker (Chair)
Les Carmichael
Timothy Crane

The responsibilities of the committee 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.

For detailed information about Seeing Machines’ Remuneration Policy, click here to access a letter from Jim Walker, Remuneration Committee Chairman.