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:
Kate Hill (Chair)
Dr Rudolph Burger
Yong Kang (YK) Ng
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 firstname.lastname@example.org), 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.