Corporate Governance


As an AIM listed company, Seeing Machines Limited is not required to comply with the UK Corporate Governance Code 2014 (the UK Code) adopted by the London Stock Exchange. However, the directors have chosen to make the following disclosures to meet the provisions of the UK Code deemed most relevant to AIM listed companies, and specifically having considered the size, nature and scope of the Company’s activities.

  • Governance Framework

    The Board of Directors has ultimate responsibility to the shareholders for the welfare of the Company by guiding and monitoring the Company’s business affairs. The Board delegates management of the Company’s resources to the executive management team, under the leadership of the Managing Director.

    Under the Company’s constitution, directors are elected for three years subject to the requirement that one-third of the directors (excluding Executive Directors) must retire at each annual general meeting. A retiring director may stand for re-election.

    A director must declare any conflict of interest, and directors may not participate in discussions or resolutions pertaining to any matter in which the director has a material personal interest without Board approval. In discharging their duties, directors are provided with direct access to senior management and outside advisors and auditors. Board committees and individual directors may seek, with the Chairman’s approval, independent professional advice at the Company’s expense in order to perform their duties.

    The Company’s practise is to execute a formal deed with each director and the Company Secretary regarding access to Board papers, indemnity and insurance.

    The Board usually meets monthly, with additional meetings when required. The details of directors’ attendance at Board meetings during the year are included in each Annual Report.

    The responsibilities of the Board and the roles and division of authority between the Chairman and Managing Director are set down in a Board Charter.

    This Charter also provides that the Board will comprise at least five directors, a majority of whom will be independent and non-executive. The Board will appoint one of the independent directors as Chairman.

  • Board of Directors

    Terry Winters

    Non-Executive Chairman, member of the Risk, Audit & Finance Committee and member of the People, Culture & Remuneration Committee

    Terry 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 Pty Ltd and Intelledox Pty Ltd and is a director of Redflex Holdings Limited (ASX:RDF), Future Fibre Technologies Limited (ASX:FFT), Australian Home Care Services and Many Rivers Microfinance. Terry led the team that created Optus Communications, Australia’s second telecommunications carrier. Prior to this he was a senior executive at Motorola for 11 years following which he founded Link Telecommunications, a business that grew to over $200 million in revenues with over 1,000 employees.

     

    Ken Kroeger

    Managing Director and CEO

    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.

     

    Dr Rudolph Burger

    Non-Executive director and member of the Risk, Audit & Finance Committee

    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.

     

    James (Jim) Allan Walker, GAICD

    Non-Executive director and Chair of the People, Culture & Remuneration Committee

    Over the past 45 years, Jim has been involved with heavy equipment dealerships, having retired from WesTrac (Caterpillar dealer for Western Australia, New South Wales/Australian Capital Territory and North East China) after 13 years as CEO.

    Jim is also Chairman of Macmahon Holdings Limited (ASX:MAH) and State Training Board (WA) and Non-Executive Director of Programmed Maintenance Services Group Limited (ASX:PRG), RACWA Holdings Pty Ltd and Austin Engineering Limited (ASX:ANG).

     

    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.

     

    Peter Housden

    Non-Executive director and Chairman of the Risk, Audit & Finance Committee

    Appointed as a Director on 31 March 2016

    Mr Housden, based in Sydney, has more than 40 years’ accounting and finance experience in major organisations and is an experienced nonexecutive Director of listed, private and government organisations. He has held executive finance roles with global listed companies and nonexecutive Director roles for approximately 10 ASX-listed companies. Mr Housden has a B.Com (Hons) from Newcastle University, Australia, and is a Fellow of CPA Australia and the Australian Institute of Company Directors.

    Mr Housden is Non-Executive director of GrainCorp Limited (ASX:GNC), Alliance Aviation Group Limited (ASX:AQZ), Royal Wolf Holdings Limited (ASX:RWH) and is Chair of the Audit & Risk Committee for Sydney Trains, a NSW Government agency.

     

    Andrew Neilson, GAICD

    Company Secretary

    Andrew is an experienced legal and commercial executive. He has eight years’ experience as a commercial lawyer, with one of Australia’s largest law firms as well as two NYSE-listed global information technology firms. He also has eight years’ management experience as Group General
    Manager Commercial (and Company Secretary) for an Australian clean energy company listed on the AIM market. Andrew has experience in commercialising technology, managing intellectual property and structuring and negotiating deals with global partners, as well as capital raising, investor & public relations, corporate governance and ASX & AIM market practice. He has a Bachelor of Laws (Honours) and a Bachelor of Commerce from the University of Melbourne.

  • Board Committees

    The Board has constituted the following committees.

    • Risk, Audit & Finance Committee
    • People, Culture & 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.
    People, Culture & Remuneration Committee

    The terms of reference for the People, Culture & 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
    • Peter Housden (Chairman)
    • Rudy Burger
    • Terry Winters
    • YK Ng
    People, Culture & Remuneration Committee
    • Jim Walker (Chairman)
    • Terry Winters
    • Les Carmichael
  • Codes of Conduct, Charters and Policies

    The Board and each Committee has adopted a written Charter.
    The Board Charter includes a Director’s code of conduct, modelled on the Australian Institute of Company Directors’ Code of Conduct. In addition, each director is bound by all of Seeing Machines’ charters and policies.
    The Company has adopted a range of policies and procedures to follow appropriate standards of corporate governance, including:

    • A Code of Conduct which requires all directors and employees to observe high standards of ethics and behaviour in the Company’s activities.
    • Disclosure policy, to keep the AIM market informed of material price sensitive information.
    • Share Trading policy, to govern when directors and employees may trade in the Company’s shares.
    • Anti-Bribery and Corruption policy.
    • A range of policies dealing with workplace behaviour, including Anti-Bullying and Work Health & Safety.
  • Performance Review

    The Board Charter provides that the Board (or the People, Culture & Remuneration Committee) will regularly assess the skills and competencies required on the Board, and the extent to which current Directors have these skills, and make suggestions for improvements. The Board will also annually review the performance of individual directors, the Board as a whole and the Board’s committees. The Board will determine the manner and form of this performance evaluation.

    The Board regularly reviews the performance of senior executives. The Board (and/or the People, Culture & Remuneration Committee) formally reviews the performance of the Managing Director against agreed milestones at least annually. The Managing Director formally reviews the performance of senior executives against agreed KPIs on a regular basis. The Board is responsible for reviewing and approving any issue of equity to staff, and remuneration changes for senior staff.