Vulcan Steel FY22 Corporate Governance Statement
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Vulcan Steel Limited
ABN Financial year ended:
61 100 061 283 30 June 2022
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://investors.vulcan.co/investor-centre/?page=results-centre
The Corporate Governance Statement is accurate and up to date as at 24 August 2022 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 24 August 2022
Name of authorised officer
authorising lodgement:
Sarah-Jane Lawson – Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 2 of 14
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
We have disclosed a copy of Vulcan’s board charter at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒
We have referred to such processes at pages 4 and 14 of Vulcan’s
2022 Corporate Governance Statement.
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
We have provided confirmation that Vulcan Steel Limited has written
agreements with each director and each member of the leadership
team at pages 4 and 10 of Vulcan’s 2022 Corporate Governance
Statement.
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
We have referred to the Company Secretary’s accountability at
page 3 of Vulcan’s 2022 Corporate Governance Statement.
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 3 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
For Recommendation 1.5(a) we have disclosed a copy of Vulcan’s
Diversity Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
For Recommendation 1.5(c)(3)(A) we have disclosed the gender
proportions of Vulcan’s team at page 15 of Vulcan’s 2022 Corporate
Governance Statement.
☒
To the extent that we have not followed Recommendations 1.5(b),
1.5(c)(1) and 1.5(c)(2) we have provided explanations as to why at
page 15 of our 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 4 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.6(a) at page 7 of Vulcan’s 2022 Corporate
Governance Statement.
☒
We have provided confirmation that a performance evaluation was
undertaken for the reporting period in accordance with the evaluation
process referred to above at page 7 of Vulcan’s 2022 Corporate
Governance Statement.
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
We have disclosed the evaluation process referred to in
Recommendation 1.7(a) at page 10 of Vulcan’s 2022 Corporate
Governance Statement.
☒
We have provided confirmation that a performance evaluation was
undertaken for the reporting period in accordance with the evaluation
process referred to above at page 10 of Vulcan’s 2022 Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 5 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 2.1(a)(4) and (5) is
included at page 10 of Vulcan’s 2022 Corporate Governance
Statement.
Recommendation 2.1(b) is not applicable.
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
We have disclosed Vulcan’s Board Skills Matrix at page 5 of
Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 6 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
We have disclosed the names of Vulcan’s directors considered by
the Board to be independent directors at page 7 of Vulcan’s 2022
Corporate Governance Statement.
☒
We have disclosed the length of service of Vulcan’s directors at
page 7 of Vulcan’s 2022 Corporate Governance Statement.
Recommendation 2.3(b) is not applicable.
2.4 A majority of the board of a listed entity should be independent
directors.
☒
Four of seven of Vulcan’s directors are independent directors, as
disclosed at page 7 of Vulcan’s 2022 Corporate Governance
Statement.
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒
Vulcan’s Chair of the Board, Russell Chenu, is an independent
director and is not the same as Vulcan’s Managing Director and
Chief Executive Officer, as disclosed at page 7 of Vulcan’s 2022
Corporate Governance Statement.
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
Vulcan currently has an informal director induction programme and
the Board intends to work with management to prepare a formal
director induction programme for new directors, as discussed at
page 4 of Vulcan’s 2022 Corporate Governance Statement.
☒
Vulcan’s directors are encouraged to continue their professional
development. The Board intends to include a programme for
periodically reviewing Directors’ professional development needs as
part of the formal induction programme, as discussed at page 4 of
Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 7 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
We have disclosed Vulcan’s Principles and Ethos at page 11 of
Vulcan’s 2022 Corporate Governance Statement.
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
We have disclosed Vulcan’s Code of Conduct at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Code of Conduct is set out in the Code and is referred to at
page 12 of Vulcan’s 2022 Corporate Governance Statement.
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
We have disclosed Vulcan’s Whistleblower Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of incidents under Vulcan’s Whistleblower
Policy is set out in that Policy and is referred to at page 13 of
Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 8 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
We have disclosed Vulcan’s Anti-Bribery and Corruption Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The process for disclosure of actual or suspected breaches of
Vulcan’s Anti-Bribery and Corruption Policy is set out in that Policy
and is referred to at page 12 of Vulcan’s 2022 Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 9 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Management Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 4.1(a)(4) and (5) is
included at page 8 of Vulcan’s 2022 Corporate Governance
Statement.
Recommendation 4.1(b) is not applicable.
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
The Board received a declaration from Vulcan’s Managing Director
and Chief Executive Officer and Chief Financial Officer on 24 August
2022 as referred to at page 8 of Vulcan’s 2022 Corporate
Governance Statement.
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
Vulcan’s periodic corporate reporting is discussed at page 8 of
Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 10 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
We have disclosed a copy of the charter of Vulcan’s Continuous
Disclosure Policy at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
Directors receive copies of all ASX/NZX announcements after they
have been made, as noted at page 12 of Vulcan’s 2022 Corporate
Governance Statement.
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
Vulcan ensures copies of any new and substantive investor or
analyst presentations are uploaded to ASX’s and NZX’s Market
Announcements Platform, as noted at page 12 of Vulcan’s 2022
Corporate Governance Statement.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
We disclose information about Vulcan on Vulcan’s main website at:
www.vulcan.co
☒
We disclose information about Vulcan’s governance on Vulcan’s
dedicated investor website at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
Vulcan has an investor relations program that facilitates effective
two-way communication with investors, as discussed at page 14 of
Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 11 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
We have disclosed how Vulcan facilitates and encourages
participation at meetings of security holders at page 14 of Vulcan’s
2022 Corporate Governance Statement.
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒
Vulcan will ensure that all substantive resolutions at a meeting of
shareholders are decided on a poll, as noted at page 14 of Vulcan’s
2022 Corporate Governance Statement.
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
As noted at page 14 of Vulcan’s 2022 Corporate Governance
Statement.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
We have disclosed a copy of the charter of Vulcan’s Audit and Risk
Management Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 7.1(a)(4) and (5) is
included at page 8 of Vulcan’s 2022 Corporate Governance
Statement.
Recommendation 7.1(b) is not applicable.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 12 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
We have confirmed that a review of Vulcan’s risk management
framework was undertaken during the reporting period at page 9 of
Vulcan’s 2022 Corporate Governance Statement.
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
We have provided details relating to Vulcan’s internal audit function
at page 8 of Vulcan’s 2022 Corporate Governance Statement.
Recommendation 7.3(b) is not applicable.
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
We have disclosed details relating to Vulcan’s key environmental
and social risks and Vulcan’s approach to managing such risks at
page 9 of Vulcan’s 2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 13 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
We have disclosed a copy of the charter of Vulcan’s People and
Remuneration Committee at:
www.investors.vulcan.co/investor-centre/?page=corporate-
governance
☒
The information referred to in Recommendations 8.1(a)(4) and (5) is
included at page 10 of Vulcan’s 2022 Corporate Governance
Statement.
Recommendation 8.1(b) is not applicable.
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
We have disclosed Vulcan’s remuneration policies and practices
regarding the remuneration of Vulcan’s six non-executive directors,
and the remuneration of Vulcan’s one executive director and
Executive KMP at page 10 of Vulcan’s 2022 Corporate Governance
Statement.
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
We have disclosed Vulcan’s remuneration policy regarding the
remuneration of Vulcan’s Executive KMP at page 10 of Vulcan’s
2022 Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 14 of 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
Not applicable. All Vulcan’s directors speak English as their first
language.
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
As a New Zealand registered company, Vulcan will ensure that
meetings of shareholders are held at a reasonable place and time
for Australian resident shareholders, as noted at page 14 of Vulcan’s
2022 Corporate Governance Statement.
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
Vulcan’s auditor (Deloitte Limited) will attend Vulcan’s 2022 annual
general meeting of shareholders and will be available to answer
questions relevant to the audit, as noted at page 14 of Vulcan’s 2022
Corporate Governance Statement.
CORPORATE GOVERNANCE STATEMENT FY22
Vulcan Steel Limited is committed to maintaining high standards of corporate governance
Vulcan’s corporate governance policies and practices have
been developed with regards to the recommendations set
by the ASX Corporate Governance Council in its Corporate
Governance Principles and Recommendations (fourth
Edition) and the NZX Corporate Governance Code (dated 10
December 2020).
This Corporate Governance Statement discloses the extent
to which Vulcan has followed the ASX Recommendations
for the financial year ended 30 June 2022.
Where any ASX Recommendation has not been followed
an entity is required to disclose this fact in its corporate
governance statement, and provide reasons for not
following such Recommendation, along with what (if any)
alternative governance practices the entity has adopted
instead of the relevant ASX Recommendation.
As at the date of this Statement, the Company was
compliant with the ASX Recommendations except as set
out in the below table:
Vulcan has a dedicated investor website that can be found
at https://investors.vulcan.co/investor-centre/ On this
website, Vulcan provides information about the company,
copies of its annual reports and financial statements and its
corporate governance practices (including this Statement
and Appendix 4G; its Constitution; the Board and the two
Board Committee Charters; the Board Code of Conduct;
and all of Vulcan’s corporate governance policies).
All the corporate governance policies referred to in
this Statement are available to view on the corporate
governance page on Vulcan’s website at https://investors.
vulcan.co/investor-centre/?page=corporate-governance
This Statement is current as at 24 August 2022 and has
been approved by the Board.
ASX RecommendationSummary of Vulcan’s position
ASX Recommendation 1.5(b)
A listed entity should through its board or a committee of the
board set measurable objectives for achieving gender diversity
in the composition of its board, senior executives and workforce
generally
As at the date of this Statement, the Board has not yet set
measurable objectives for Vulcan in achieving gender diversity
in the composition of the Board, the Leadership Team and
workforce generally.
It is Vulcan’s intent to comply with ASX Recommendation 1.5(b)
for the next reporting period to 30 June 2023 and Vulcan is
already making good progress to achieving this goal. The Board
is satisfied that non-compliance with ASX Recommendation 1.5(b)
during its first year as a dual ASX and NZX listed entity is not to the
detriment of Vulcan.
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2
VULCAN CORPORATE GOVERNANCE STATEMENT
1. Board and Management
Board role and responsibilities
The Board is responsible for the overall corporate
governance of Vulcan, including establishing and
monitoring key performance goals. The Board monitors
the operational and financial position and performance
of Vulcan and oversees its business strategy, including
approving the strategic goals of Vulcan, and considering
and approving an annual business plan.
The Board is committed to maximising performance,
generating appropriate levels of Shareholder value and
financial return, and sustaining the growth and success
of Vulcan. In conducting Vulcan’s business with these
objectives, the Board seeks to ensure that Vulcan is properly
managed to protect and enhance Shareholders’ interests,
and that Vulcan and its directors, Leadership Team and
all employees operate in an appropriate environment of
corporate governance. Accordingly, the Board has created
a framework for managing Vulcan, including adopting
relevant internal controls, risk management processes
and corporate governance policies and practices which it
believes are appropriate for Vulcan’s business and which
are designed to promote the responsible management
and conduct of Vulcan.
As part of that governance framework, the Board has
adopted a formal Board Charter. The Board Charter sets
out the principles for the operation of the Board and the
functions of the Board by describing the structure of the
Board and its Committees, the need for independence and
other obligations of directors. The Board Charter is available
on Vulcan’s website.
Clause 2 of the Board Charter sets out the responsibilities
and functions of the Board. The Board’s responsibilities
include defining Vulcan’s purpose, setting its strategies and
risk appetite, and approving budgets and business plans.
The Board may delegate consideration to a committee of
the Board specifically constituted for the relevant purpose.
Board committees
The Board has established the following two committees to
assist Vulcan with discharging its role and responsibilities:
• Audit and Risk Management Committee (ARMC); and
• People and Remuneration Committee (PRC).
The role and responsibilities of the ARMC and PRC are set out
in the Charter for each committee and are summarised in
each section relating to the respective committees below.
Other committees may be established by the Board as and
when required. The Board retains ultimate accountability to
Shareholders in discharging its duties.
Chair’s role and responsibilities
The Chair’s role is set out in the Board Charter and includes
leading the Board so that it operates effectively, and to
facilitate interaction between the Board and management.
Russell Chenu is Vulcan’s Chair, having been appointed
as chair on 18 June 2021. Russell’s details, including his
experience and qualifications, are set out in the Governance
section at page 48 in Vulcan’s 2022 Annual Report.
Management’s role and responsibilities
To enable the effective day-to-day management and
leadership of Vulcan, the Board has delegated authority
and powers to manage Vulcan and its businesses to the
Chief Executive Officer. Rhys Jones is Vulcan’s MD and CEO.
The CEO’s responsibilities include implementing Vulcan’s
strategic objectives, instilling and reinforcing Vulcan’s
values, day-to-day management of Vulcan’s operations
and establishing and implementing the company’s risk
management framework. Clause 3 of the Board Charter sets
out the full responsibilities delegated to the MD and CEO.
The MD and CEO sub-delegates certain matters to the
senior management team to enable effective management
of all business units. Some members of the Leadership
Team and other senior team members regularly attend
and present at Board meetings.
The MD and CEO’s and Leadership Team’s delegations are
subject to financial and other limits, which are set out in
a formal Delegation of Authority.
Company Secretary’s role
Vulcan’s Company Secretary supports the Board and
the Committees on corporate governance matters,
administration relating to Board and Committee meetings,
and disclosures to ASX and NZX. All directors have direct
access to Vulcan’s Company Secretary.
Vulcan’s Company Secretary is accountable to the
Board, through the Chair, on all matters to do with proper
functioning of the Board. The Board is responsible for
appointing Vulcan’s Company Secretary. Sarah-Jane
Lawson was appointed as Vulcan’s Company Secretary on
1 March 2022. Prior to March, Kar Yue Yeo (Vulcan’s CFO) held
the position of Company Secretary.
Clause 10 of the Board Charter set out the full responsibilities
of Vulcan’s Company Secretary.
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VULCAN CORPORATE GOVERNANCE STATEMENT
Board nomination and appointment
The PRC Charter provides that the PRC will (amongst other
matters):
• assist the Board with nomination of directors and
Board membership through considering the Board
skills matrix (discussed further below), succession
plans, diversity objectives and other relevant factors;
• making recommendations to the Board regarding
re-election of existing directors; and
• identifying qualifying individuals as new directors.
Procedures for the appointment and removal of directors
are governed by Vulcan’s Constitution, the Companies Act
and relevant stock exchange listing rules.
The Board will ensure that Vulcan undertakes appropriate
background checks (including character, education,
experience and criminal record checks) before appointing
a new director or putting forward a candidate for election
as a director.
Vulcan will also provide shareholders with all material
information in its possession relevant to shareholders’
decisions on whether or not to re-elect an existing director
or appoint a new director. This information will be provided
in each notice of AGM, as well as any other channels Vulcan
considers appropriate.
Vulcan has a written agreement with each director setting
out the terms of their appointment. Each agreement
provides (amongst other matters):
• the responsibilities of the Board;
• Vulcan’s expectations of the time commitment to be
made by directors in serving on the Board;
• requirements with respect to the disclosure of directors’
interests;
• confidentiality obligations relating to all non-public
information disclosed to a director during their term;
• the fees payable to directors; and
• other key company policies that directors are required
to comply with, such as the Securities Trading Policy.
Directors also enter into a Deed Poll of Indemnity, Access
and Insurance with Vulcan (and in favour of each director)
and are provided with details relating to Vulcan’s current
directors’ and officers’ insurance policy as part of their
appointment.
The directors of Vulcan do not have a fixed term of office but
are subject to the retirement provisions contained in Vulcan’s
Constitution and relevant stock exchange listing rules.
From 16 August 2021 (when Carolyn Steele was appointed),
the Board comprised seven directors, four of which were
independent non-executive directors. Vulcan’s Constitution
provides for a minimum of three directors, with no maximum
number of directors.
Board induction and education
Vulcan has an informal director induction programme.
Previously, new directors:
• meet with Vulcan’s founder (Peter Wells) to gain an
understanding of Vulcan’s history and team focused culture;
• meet with the MD and CEO and Leadership Team to
understand Vulcan’s principles and ethos, Vulcan’s
culture, strategy, financials, corporate governance, risk
management framework and operational matters;
• had site visits (where COVID-19 travel restrictions
permitted) to observe first-hand the operation of the
various business units (including safety practices); and
• received papers and minutes of previous meetings of
the Board and Committees.
Continued education of the Board is important to Vulcan.
Time is allocated at Board meetings for the continuing
education of directors on significant issues facing Vulcan
and changes to the regulatory environment. Board meetings
are also scheduled at different Vulcan sites to improve
directors’ knowledge of Vulcan’s business and provide
opportunities to personally connect with Vulcan’s team.
All directors are encouraged to continue their professional
development and take up opportunities that enable them
to develop and maintain the skills and knowledge needed
to perform their role as directors effectively.
During the first half of FY23 the Board intends to work with
management to prepare:
• a formal director induction programme for new directors; and
• a programme for periodically reviewing whether there
is a need for existing directors to undertake professional
development to maintain the skills and knowledge
needed to perform their role as directors effectively.
Director experience and Board skills matrix
The Board seeks to collectively represent a balance of skills.
All directors are expected to actively support the principles
and ethos of Vulcan, and to work diligently to safeguard the
long-term interests of Vulcan and its value to Shareholders.
Further, all directors must demonstrate a track record
of ethical leadership and accountability, of operating
successfully in an environment of challenge and collegiality,
and of understanding commercial risk/return trade-offs.
A Board Skills Matrix is helpful in forming a clear picture of
Board capability as a whole. This tool is used to identify the
knowledge that needs to be present in order for the Board to
fulfil its responsibility to oversee current-day good governance
along with achievement of the long-term strategy.
In November 2021, Vulcan adopted a Board Skills Matrix that
contained 12 particular skills and experience that the Board
considered needed adequate representation in order for the
Board to fulfil its responsibility to oversee current-day good
governance along with achievement of its long-term strategy.
As part of the 2022 Board performance review, an external
consultant undertook an analysis of the most critical strategic
capabilities for the Board and as a result, the Board decided
to further develop the Board Skills Matrix as set out on page 5.
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VULCAN CORPORATE GOVERNANCE STATEMENT
Categories
CapabilityKey elementsBoard rating
1
IndustryOperational• Experience as a senior executive in, or as an advisor to, industrial manufacturing,
construction and/or engineering, and related industries
• Strong understanding of manufacturing processes, including how they relate to stock
forecasting and management.
• Knowledge of supply chain and logistics
• Experience with workplace health and safety monitoring and initiatives
• Experience in identifying environmental, economic and socially sustainable developments,
and implementing and monitoring sustainability initiatives
3 - High
2 - Moderate
Product• Experience in distribution of steel, aluminium and other metal products
• Previous involvement with sales and marketing of industrial manufactured products and
associated categories
• Innovative mindset in relation to industrial manufacturing, construction and/or engineering
products
3 - High
2 - Moderate
Future• Development and oversight of business strategy to ensure sustainable growth and
earnings
• Ability to understand and monitor international and macro-economic trends
• Consideration of emerging technologies and alternative sustainable opportunities relating
to steel, aluminium and relevant metals
5 - High
2 - Moderate
Business
insight
Strategy
and
commercial
acumen
• Former Chief Executive Officer and/or senior executive experience of ethical leadership
and accountability in a publicly listed company or large private company
• Understanding commercial risk/return trade-offs
• Skilled in identifying and managing business risks, including situation analysis, decision-
making processes in a complex and ambiguous environment and market differentiation
• Technology and digital innovation
5 - High
2 - Moderate
Mergers and
acquisitions
• Identifying and evaluating investment opportunities
• Business integration and consolidation
7 - High
Channels
and
distribution
• Skilled at understanding the customer experience process and insight
• Experience with B2B marketing
3 - High
2 - Moderate
Market
knowledge
• Experience as a senior executive in, or as a professional advisor to, businesses that operate
in Australasia (particularly industrial product distribution, value-add processing and steels/
metal businesses)
3 - High
2 - Moderate
Company
oversight
People and
culture
• Leadership and oversight of Vulcan’s team, including creating and fostering an excellent
organisation culture (and appreciating the impact that culture has on performance),
talent management, development and retention, employee engagement, succession
planning, developing executive remuneration packages, including long-term incentive-
based remuneration and setting KPIs
5 - High
2 - Moderate
Listed
company
governance
• Board experience with other listed companies (primarily on ASX and/or NZX)
• Understanding of legal, policy and regulatory environments that Vulcan operates in
• Experience in establishing, implementing and monitoring environmental, social and
governance (ESG) policies and practices
• Engagement with company shareholders
5 - High
2 - Moderate
Financial
expertise
• Experience in financial accounting, tax, external/ internal auditing and reporting, and/or
corporate finance, either as a Chief Financial Officer in a publicly listed company or large
private company, chairperson of an audit and risk management committee, chartered
accountant, licensed auditor, or leadership position in a professional services/advisory firm
• Experience in identifying, managing and mitigating financial risks
3 - High
4 - Moderate
Capital
markets
• Strong understanding of equity and debt capital markets in Australasia, knowledge of a
range of funding sources and capital structuring models.
6 - High
1 - Moderate
1 - Definitions of ratings are below:
High capability– high level of strong contribution in this capability, typically supported by deep ‘hands-on’ expertise at a senior management (or equivalent) level.
Ability to strongly pressure test management’s thinking in this area.
Moderate capability – capable and experienced, representing expertise gained through exposure at a governance level or some exposure from executive roles.
Makes meaningful contribution to discussion in this area at a senior management (or equivalent) level.
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5
VULCAN CORPORATE GOVERNANCE STATEMENT
The Board also looks for diversity within these skills sets. The following graphs illustrate the diversity of the Board by reference to
a number of factors as at the Balance Date.
The PRC has considered and is satisfied that the current composition of the Board reflects an appropriate range of skills,
experience and diversity of backgrounds to effectively discharge its responsibilities. The PRC will continue to review and
consider Board composition.
DIRECTOR TENURE
BOARD GENDER DIVERSITY
AGE OF DIRECTORS
EXPERIENCE
0 - 5 years
Female - Non executiveIndustrial
< 50 years11 - 15 years 60 - 69 years
6 - 10 years
Male - Non executiveConsulting and/or financial services
CEOCommercial and legal
50 - 59 years> 15 years> 70 years
29
14
14
43
14
29
43
29
14
14
57
28
29
43
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VULCAN CORPORATE GOVERNANCE STATEMENT
Board performance reviews
The Board is committed to formally reviewing its
performance, as well as the performance of both of the
Committees and individual directors. The Board intends
that the performance review process will be conducted
on an annual basis. In accordance with the Board Charter,
reviews are intended to assess (among other things) the
effectiveness of the Board and Committees, the skills mix
and experience of, and contributions made by, directors
and independence of each non-executive director.
In April 2022, the Board engaged an external consultant
to facilitate its performance review. The review involved
completion of a confidential questionnaire and one-on-one
interviews with the external consultant. All seven directors
and three Vulcan senior team members participated in
the performance review process. The external consultant
observed the June 2022 Board meeting. It is intended that
the external consultant will provide its performance review
report to the Board at the October 2022 Board meeting.
The ARMC and PRC each intend to review their performance
during the next reporting period (1 July 2022 to 30 June
2023) and will disclose relevant information relating to this
in Vulcan’s 2023 Corporate Governance Statement.
Director independence
In determining whether a director is independent, the
Board considers whether the director is free of any interest,
position or relationship that might influence, or reasonably
be perceived to influence, their capacity to bring an
independent judgement to bear on issues before the Board
and to act in the best interests of Vulcan as a whole, rather
than in the interests of an individual shareholder or any
other person.
The Board is working on developing guidelines for assessing
the materiality of the director’s relationship that may affect
their independence (set out in clause 13(b) of the Board
Charter).
The Board regularly assesses the independence of
its directors, and each director is required to provide
information relative to this assessment. The Board currently
comprises seven appointed directors, with one executive
director (Rhys Jones – MD and CEO) and six non-executive
directors.
Two of the non-executive directors, Peter Wells and Wayne
Boyd, have been directors since Vulcan’s incorporation.
Vulcan has not adopted a limit on director tenure. Both
Peter and Wayne are investors in property syndicates which
own properties where a Vulcan group company is a tenant.
For FY22, the Board has considered and determined that
Peter and Wayne are not independent.
The Board considers that the other four non-executive
directors are independent directors, such that a majority
of the Board are independent directors.
Set out in the table below are details of the length of service
of each Vulcan director and the Board’s assessment of the
independence of each during the current reporting period.
As at the Balance Date, being the end of the reporting
period, none of the four directors that the Board
considered to be an independent had an interest, position,
association or relationship of the type described in ASX
Recommendation 2.3.
DirectorRoles Date appointedTenure (as at 24 August 2022)
Russell ChenuChair of Board
Independent non-executive
director
18 June 20211 year
Rhys JonesManaging director and Chief
Executive Officer
Executive director
5 September 200615 years
Wayne BoydNon-executive (non-
independent) director
2 June 1995
27 years
Bart de HaanChair of People and
Remuneration Committee
Independent non-executive
director
21 September 20157 years
Pip GreenwoodIndependent non-executive
director
1 August 20193 years
Carolyn SteeleChair of Audit and Risk
Management Committee
Independent non-executive
director
16 August 20211 year
Peter WellsNon-executive (non-
independent) director
2 June 199527 years
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VULCAN CORPORATE GOVERNANCE STATEMENT
2. Audit and Risk Management Committee
Role and membership of ARMC
Vulcan has appointed an Audit and Risk Management
Committee, which is governed by a charter (which
was adopted by the Board in September 2021) (ARMC
Charter). The ARMC Charter sets out the ARMC roles and
responsibilities, which includes:
• assisting the Board to fulfil its corporate governance
responsibilities;
• overseeing Vulcan’s financial reporting, internal control
systems, risk management and audit functions;
• maintaining communication between the external auditor
and Vulcan management; and
• overseeing related party transactions.
In accordance with the ARMC Charter, the ARMC has:
• at least three members, currently having four members
being Carolyn Steele, Pip Greenwood, Russell Chenu and
Peter Wells;
• only non-executive directors;
• a majority of directors (three out of four directors) who
are independent, being Carolyn Steele, Pip Greenwood
and Russell Chenu; and
• a chair, being Carolyn Steele, who is an independent non-
executive director and who does not chair the Board.
The qualifications and experience of the four members of the
ARMC are set out at pages 48 to 49 of the 2022 Annual Report.
The ARMC Charter provides that the ARMC must meet
a minimum of three times annually or as frequently as is
required to undertake its role effectively. During FY22:
• the ARMC had three meetings (in December 2021, February
2022 and May 2022); and
• each of the four members of the ARMC attended all three
of those ARMC meetings.
The Board intends to review the membership of the ARMC at
the next Board meeting in October 2022.
Corporate reporting
Clause 6 of the ARMC Charter provides that the ARMC will
review Vulcan’s financial statements with management
and its external auditor before recommending that the
Board approve such financial statements. The ARMC is also
responsible for ensuring that appropriate processes are in
place to form the basis upon which the MD and CEO and
CFO provide the recommended declarations in relation to
Vulcan’s financial statements.
On 24 August 2022, Rhys Jones (MD and CEO) and Kar Yue
Yeo (CFO) provided a representation letter to the Board that
included the following declaration:
• in their opinion:
- the financial records have been properly maintained;
- the financial statements comply with the appropriate
accounting standards and give a true and fair view of
the financial position and performance of the Group; and
• their opinion has been formed on the basis of a sound
system of risk management and internal control which
is operating effectively.
On this basis, the financial statements for FY22 were
approved by the Board.
Periodic corporate reports
For FY22, Vulcan prepared:
• a report for the half year ended 31 December 2021,
which was reviewed by Vulcan’s auditor, Deloitte; and
• FY22 Annual Report, which was audited by Deloitte.
Vulcan did not prepare any quarterly activity reports or
quarterly cash flow reports for FY22. Further, as noted in
section 292 of the Corporations Act and Rule 4.5 of the ASX
Listing Rules, Vulcan, as a New Zealand registered company,
is not required to prepare an annual directors’ report
because it is a registered company in New Zealand.
Internal audit
Clause 7(c)(iii)(B) of the ARMC Charter provides that the
ARMC is responsible for reviewing and reporting to the Board
(at least annually) on the effectiveness of Vulcan’s internal
control; and reviewing and reporting to the Board (at least
annually) on the effectiveness of internal systems and
process for identifying, managing and monitoring material
business risks.
The ARMC is also required to manage audit arrangements
and auditor independence, including considering whether
an internal audit function is required, and if not, ensuring that
Vulcan discloses the processes it employs to evaluate and
improve its risk management and internal control processes.
External auditor
Vulcan’s external auditor is Deloitte. Deloitte was appointed by
Vulcan’s shareholders at its annual general meeting in 2011.
Deloitte is invited to the ARMC meetings where the half
year and full year results for Vulcan are considered. Where
Deloitte has accepted an invitation to attend an ARMC
meeting, all papers provided to the ARMC are also made
available to Deloitte.
Deloitte representatives are also available to all ARMC
members.
Vulcan has not yet held its first annual general shareholders
meeting since it listed on ASX and NZX in November 2021.
Deloitte has been invited to and has indicated that it will
attend Vulcan’s AGM. Formal notice of the 2022 AGM will be
given to the auditor of Vulcan (in accordance with clause 16.1
of Vulcan’s Constitution and the Companies Act).
A Deloitte representative will be available to answer questions
from shareholders relevant to the audit at the 2022 AGM.
Deloitte’s independence declaration is contained at page
98 in Vulcan’s 2022 Annual Report.
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VULCAN CORPORATE GOVERNANCE STATEMENT
Risk management
Vulcan sets a culture of risk management where each
person is responsible for identifying and managing risk.
Management is responsible for establishing Vulcan’s risk
management framework, including identifying major risk
areas and establishing policies and processes to identify,
monitor and manage these risks.
The Board is responsible for overseeing this risk management
framework, as well as disclosing any material exposure to
environmental or social risks and how these will be managed.
The ARMC is responsible for monitoring and reviewing
Vulcan’s risk management framework, major risk areas and
policies and processes in consultation with management.
As provided in the ARMC Charter, Vulcan’s risk management
framework is to be reviewed at least annually. The Risk
Appetite Statement, Risk Register and Risk Matrix were
reviewed twice in FY22 at the December 2021 and May 2022
ARMC meetings) and were approved by ARMC at the ARMC
meeting in August 2022.
The Risk Appetite Statement outlines the approach to risk
taken by Vulcan in the pursuit of its strategic objective to
create stakeholder value through being the most customer
focussed and efficient Australasian-wide industrial product
distributor and value-added processor.
The primary risks that Vulcan faces are set out in the
Governance section (at page 54) of Vulcan’s 2022 Annual
Report.
Vulcan’s key economic, environmental and social
sustainability risks, together with their approach to
managing those risks, are outlined in the Environment &
Sustainability section (at pages 24 to 45) of Vulcan’s 2022
Annual Report.
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VULCAN CORPORATE GOVERNANCE STATEMENT
3. People and Remuneration Committee
Role and membership of PRC
Vulcan established a People and Remuneration Committee of
the Board in August 2021 (which combines the governance of
a “nomination committee” and a “remuneration committee”)
and the PRC is governed by a charter which Vulcan’s Board
adopted in September 2021 (PRC Charter).
The PRC Charter provides that the key responsibilities and
functions of the PRC are to oversee:
• Vulcan’s remuneration framework and policies;
• succession planning for Executive KMP; and
• people and culture strategies and policies.
In accordance with the PRC Charter, the PRC has:
• at least three members, currently being Bart de Haan,
Wayne Boyd and Russell Chenu;
• only non-executive directors;
• a majority of directors (two out of three directors) who are
independent, being Bart de Haan and Russell Chenu; and
• a chair, being Bart de Haan, who is an independent
non-executive director.
PRC meetings
The PRC intends to meet a minimum of twice in each
financial year. During FY22:
• the PRC had two meetings (in August 2021 and June 2022);
and
• each of the three members of the PRC attended both of
those PRC meetings.
The Board intends to review the membership of the PRC at
the next Board meeting in October 2022.
Director remuneration
On 3 August 2021, prior to Vulcan listing on the ASX and
NZX and as disclosed in the Prospectus, the Board resolved
that the total available fees to be paid to directors was
$1,300,000 per annum.
Under Vulcan’s Constitution, the Board may determine the
amount paid to each director as remuneration for their
services as a director. Vulcan’s remuneration policies and
details relating to the remuneration paid to the executive
director and six non-executive directors are disclosed in
the Remuneration Report at pages 60 to 69 in Vulcan’s
2022 Annual Report.
In accordance with ASX Listing Rule 10.17, any increase in the
total aggregate amount of Vulcan’s directors’ fees payable
to non-executive directors will require prior approval of
Vulcan’s shareholders. Vulcan does not currently propose
to increase the total aggregate amount of directors’ fees
payable to its non-executive directors.
4. Leadership team
Vulcan’s leadership team is made up of eight team members:
• Rhys Jones (MD and CEO);
• Kar Yue Yeo (CFO);
• Adrian Casey (COO);
• James Wells (Chief Information Officer);
• Helene Deschamps (Leadership Development);
• Brendon Chandulal (Australian Leader);
• Matthew Lee (Australian Leader); and
• Bradley Childs (Australian Leader).
The Leadership Team have written employment agreements
setting out their responsibilities, terms of employment and
termination entitlements. The agreements are between
Vulcan and each member of the Leadership Team personally.
Executive remuneration
Vulcan’s remuneration policies and details relating to the
remuneration paid to the Executive KMP are disclosed in
the Remuneration Report (at pages 60 to 69) in Vulcan’s
2022 Annual Report.
Leadership Team performance reviews
The PRC has oversight of the performance of the Leadership
Team.
The criteria for evaluation of the Executive KMP’s performance
and remuneration is set out in the Remuneration Report (at
pages 63 to 69) in Vulcan’s 2022 Annual Report.
The Leadership Team reviews the performance of Vulcan’s
other senior team members annually in conjunction with
their total remuneration for the financial year. A performance
evaluation of such team members, in relation to their
performance during FY22, was undertaken in July 2022.
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VULCAN CORPORATE GOVERNANCE STATEMENT
5. Principles and Ethos
Vulcan’s Principles and Ethos are the guiding foundations
behind their operating principles and form the basis of
the company’s unique culture. Since inception Vulcan has
operated a flat structure model based on the belief that
everyone is equally important to success, and therefore
should be an active decision maker and empowered with
responsibility and autonomy within their role. Vulcan has
found this mentality keeps the business agile, efficient and
effective and employees feeling trusted, valued and fulfilled.
Vulcan’s ethos is that flexible, relaxed, enjoyable workplaces
make for happy people.
Vulcan has a dedicated resource to provide leadership
coaching around the Principles and Ethos and is committed
to the ongoing education of all employees on the principles
and ethos, to ensure these are not just statements but
actively embodied values.
Our Principles
Promote a safe
working environment
Remain ambitious
Be financially prosperous
Provide an enjoyable
workplace
Balance the above
Our Ethos
Team first, but respect
for the individual
Each person responsible with
minimum misunderstanding
Clear profit centre goals
Relaxed, professional
and committed
Support our local
communities
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VULCAN CORPORATE GOVERNANCE STATEMENT
6. Corporate Governance Policies
Vulcan has adopted the following corporate governance
policies:
• Code of Conduct;
• Anti-Bribery and Corruption (ABC) Policy;
• Disclosure Policy;
• Diversity and Inclusion Policy;
• Securities Trading Policy;
• Shareholder Communication Policy; and
• Whistleblower Protection Policy.
Each of the above policies, and Vulcan’s practices, have
been developed with regard to the ASX Recommendations
and the NZX CG Code. All these policies are available to
view on Vulcan’s website at www.investors.vulcan.co/
investor-centre/?page=corporate-governance
Further details relating to Vulcan’s corporate governance
policies are set out in this section.
These policies, other than the Securities Trading Policy, were
adopted by the Board on 21 September 2021. The Securities
Trading Policy was adopted on 3 November 2021. The Board
seeks to review these policies annually and is intending to
do so at its scheduled Board meeting in October 2022.
Code of Conduct
Vulcan expects that everyone at Vulcan (including all
employees, contractors, consultants, managers and the
Board, including temporary employees, contractors and
directors of Vulcan) (Personnel) to carry on business
honestly and fairly, acting only in ways that reflect well
on Vulcan and in strict compliance with all laws and
regulations.
Vulcan has developed a Code of Conduct to put Vulcan’s
Principles and Ethos into practice by guiding the behaviour
and decision making of all Personnel. Personnel are
required to understand and comply with their obligations
under the Code of Conduct.
Any known or suspected breaches of the Code of Conduct
are required to be reported, either to a manager or a
Whistleblower Protection Officer. Vulcan endeavours to treat
complaints confidentially and will support any Personnel
who, acting in good faith, reports a breach or concern.
During FY22, all Vulcan employees were periodically made
aware of their obligations in relation to Vulcan’s Code of
Conduct.
Anti-Bribery and Corruption Policy
Vulcan’s reputation as an ethical business organisation is
important to its ongoing success. Vulcan is committed to
conducting its business activities in an ethical, lawful and
socially responsible manner, and in accordance with all
laws of the countries in which it operates.
Vulcan’s Anti-Bribery and Corruption Policy (ABC Policy)
supports Vulcan’s Code of Conduct and applies to all
employees, officers, directors and in certain circumstances,
consultants, secondees, contractors, agents and
intermediaries representing the company.
Vulcan will not tolerate any bribery and corruption, or
attempts to conceal such conduct, and strives to develop
and maintain best practice processes and procedures to
prevent, detect and investigate fraud and corruption.
During FY22, the Board did not receive any reports of
any breaches, or any concerns, suspected or potential
breaches, of the ABC Policy.
In FY22, all Vulcan employees were periodically made
aware of their obligations in relation to the ABC Policy.
Disclosure Policy
Vulcan is subject to continuous disclosure obligations
under the ASX Listing Rules and relevant provisions of the
Corporations Act which require Vulcan to immediately
notify the market, through ASX’s MAP, if it has or becomes
aware of any information concerning Vulcan that
a reasonable person would expect to have a material
effect on the price or value of Vulcan’s securities.
As an NZX foreign exempt issuer, Vulcan must also release
through NZX any information or notice that it gives to ASX and
makes public to the market (and any additional information
that NZX requests) at the same time as such information or
notice is provided to ASX.
To ensure Vulcan’s compliance with its continuous disclosure
responsibilities, Vulcan has adopted a Disclosure Policy and
appointed a disclosure committee (comprising the Chair,
Company Secretary, CFO and any other person appointed
by the Chair) to oversee Vulcan’s obligations.
The Directors are emailed a copy of all material market
announcements made through ASX and/or NZX promptly
after confirmation of release of such market announcement
has been received.
Vulcan also ensures that any new and substantive investor
or analyst presentation given in relation to Vulcan is
uploaded to the ASX MAP ahead of the presentation.
During FY22, Vulcan provided to the market (via ASX’s and
NZX’s MAPs) copies of Vulcan’s presentation for the:
• ASX CEO Connect Virtual Conference on the ASX MAP and
NZX MAP prior to the presentation on 12 April 2022; and
• Macquarie Australia Conference on the ASX MAP and NZX
MAP prior to the presentation on 4 May 2022.
Diversity and Inclusion Policy
Vulcan’s Diversity and Inclusion Policy is discussed in the
Diversity, Inclusion and Equity section on page 15.
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VULCAN CORPORATE GOVERNANCE STATEMENT
Securities Trading Policy
Vulcan’s Securities Trading Policy regulates dealings in
Vulcan’s shares (and other securities) by all Vulcan’s
directors, senior management and other employees of the
Group (and their associated investment vehicles) including
setting out trading windows and the authorisation process.
In accordance with the Corporations Act and FMC Act,
Vulcan’s Securities Trading Policy specifies that any director
or employee who is in possession of non-public price
sensitive information regarding Vulcan may not trade
in Vulcan shares (or other Vulcan securities), unless an
exemption applies. The Nominated Authorising Officer may
approve trading in exceptional circumstances (where such
exceptional circumstances have been determined by the
Board) provided that in granting such approval there would
not be a breach of any applicable insider trading laws.
On 31 May 2022, Mary and Peter Wells, via their shareholding
entity Takutai Limited, unconditionally gifted 250 Vulcan
shares to 839 eligible Vulcan employees. The total number
of shares transferred to the Vulcan employees was 209,750
ordinary shares. These shares are held through Sharesies
Nominees Limited and are subject to the Securities Trading
Policy.
In addition, the following Vulcan shares were subject to
escrow arrangements that were put in place as part of the
initial public offering:
•
executive escrowed shares – approximately 36.4 million
shares (27.72%) held by entities associated with Peter Wells
(non-executive director), Wayne Boyd (non-executive
director), Rhys Jones (MD and CEO), Adrian Casey (COO)
and Kar Yue Yeo (CFO);
• non-executive escrowed shares - 3,996,334 shares (3.04%)
that are held by or on behalf of 24 employees and two
directors (Bart de Haan and Pip Greenwood); and
• other escrowed shares – 38,639,372 shares (29.04%) held
by 22 shareholders.
The escrow arrangements for the “non-executive escrowed
shares” and the “other escrowed shares” end at 4:15pm
AEST on 24 August 2022 (being the date that Vulcan’s
financial results for FY22 are announced). Following the
lifting of the escrow arrangements those shareholders
will be able to trade their shares, but the employee and
director shareholders will only be able to trade subject to
compliance with Vulcan Securities Trading Policy.
Shareholder Communication Policy
Vulcan’s Shareholder Community Policy is discussed in the
Shareholder Communication section on page 14.
Whistleblower Protection Policy
Vulcan is committed to fostering a culture of compliance,
ethical behaviour and good corporate governance, and
encourages a culture where none of Vulcan’s Personnel
suffer any detriment because of speaking up about
potential misconduct concerns.
Vulcan’s Whistleblower Protection Policy sets out who is
entitled to protection as a whistleblower, the protections
that whistleblowers are entitled to and how disclosures
made by whistleblowers will be handled by Vulcan.
James Wells is the New Zealand Whistleblower Protection
Officer in New Zealand, and Brendon Chandulal and Frith
Thompson are joint Whistleblower Protection Officers in
Australia. Whistleblower Protection Officers are required
to provide quarterly updates to the Board on all active
whistleblower matters (subject to confidentiality obligations).
During FY22, the Board did not receive any reports from
a Whistleblower Protection Officer of any whistleblower
incidents.
Vulcan has also engaged EAP Services as an independent
alternative so that Personnel can confidentially report any
concerns.
During FY22, all Vulcan employees were periodically made
aware of their obligations in relation to the Whistleblower
Policy.
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VULCAN CORPORATE GOVERNANCE STATEMENT
7. Shareholder Communication
Vulcan recognises that shareholders and other stakeholders
are entitled to be informed in a timely and readily accessible
manner of all major developments affecting Vulcan. As such,
Vulcan has a Shareholder Communication Policy to promote
effective communication with shareholders and other
stakeholders, to encourage and facilitate participation at
Vulcan’s general meetings, and to ensure that such parties’
inquiries are dealt with promptly.
Vulcan’s investor relations program actively encourages
two-way communication with shareholders:
Information is provided to shareholders through:
• announcements made to ASX and NZX in accordance
with Vulcan’s continuous disclosure obligations; and
• Vulcan’s full year and half year reports.
Copies of all announcements and reports are available:
• on Vulcan’s page on ASX’s website -
https://www2.asx.com.au/markets/company/vsl
• on Vulcan’s page on NZX’s website -
https://www.nzx.com/instruments/VSL
• at the investor section of Vulcan’s website -
https://investors.vulcan.co/Investor-Centre/
Vulcan’s investor relations program actively encourages
two-way communication with shareholders:
• through its annual general meeting of shareholders
(AGM) (as discussed below), where shareholder
participation is actively encouraged and facilitated;
• by providing information via the investor section of
Vulcan’s website (as discussed above); and
• by providing the option to receive email communications
from, and send email communications directly to, Vulcan
and to Link Market Services Limited (as Vulcan’s share
registry).
Vulcan will hold its AGM each year within six months of its
balance date (as required under the Companies Act).
Notice of the AGM (as well as any other shareholder
meetings) will be provided to shareholders in accordance
with Vulcan’s Constitution and the Companies Act, and will
be accessible on Vulcan’s investor website, as well as being
lodged with ASX and NZX. All notices will include details of
any resolutions that are to be voted on at such meetings,
as well as any explanatory memoranda.
As a New Zealand registered company, Vulcan will ensure
that meetings of shareholders are held at a reasonable
place and time for Australian resident shareholders.
Vulcan intends to provide a platform to enable shareholders
to participate virtually at all of its meetings of shareholders.
Shareholders will be able to vote on any notified resolutions
at shareholder meetings, and any shareholders who are
not able to attend such meetings will be able to vote by
proxy. Vulcan will ensure that all substantive resolutions
at a meeting of shareholders are decided on a poll (rather
than a show of hands).
Vulcan’s Chair, MD and CEO and/or Leadership Team will be
present at the AGM and will provide an update on Vulcan’s
activities and be available to answer any questions from
shareholders. Deloitte, as Vulcan’s external auditor, will
attend the 2022 AGM and will also be available to answer
questions on Vulcan’s FY22 financial statements.
Shareholders will be encouraged to send their questions
to Vulcan prior to the AGM.
Throughout the year Vulcan engages with current and
previous shareholders and potential investors, analysts
and proxy advisers. Feedback from investor engagement,
reports prepared by analysts and brokers and additional
relevant information are all reviewed and reported to the
Board at each scheduled Board meeting.
Vulcan does not hold meetings or briefings to discuss
Vulcan’s financial performance (or any other matter) with
individual and institutional investors, analysts or media
representatives in the two weeks prior to Vulcan’s AGM
and Vulcan’s other blackout periods (as per clause 10 of
Vulcan’s Disclosure Policy).
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VULCAN CORPORATE GOVERNANCE STATEMENT
8. Diversity, equity and inclusion
Vulcan is committed to fostering a diverse, equitable and
inclusive workplace where all employees are treated fairly
with dignity and respect. Vulcan endeavours to create an
environment where all employees feel understood, valued
and empowered to bring their whole selves to work. Vulcan
acknowledges the positive outcomes and better overall
performance that can be achieved through a diverse
workplace, including the ability to attract, retain and motivate
directors, officers and employees from the widest possible
pool of available talent. In addition, Vulcan understands that
actively embracing diversity and inclusion means working
towards a workplace of equity, not just equality.
To continue to achieve diversity within Vulcan, Vulcan has
a Diversity and Inclusion Policy and a diversity, equity and
inclusion (DEI) program.
Vulcan’s Diversity Policy provides that the Board is
responsible for setting objectives to promote diversity
(including in respect of gender diversity, age diversity and
cultural diversity) and Vulcan’s progress in achieving them.
The Diversity Policy’s effectiveness is to be measured at
least annually, and the objectives set for a reporting period
and the progress towards achievement of those objectives
disclosed in the Group’s annual report.
The Diversity Policy is disclosed on Vulcan’s website.
During FY22, the DEI program has resulted in the
establishment of a DEI working group to facilitate the
program, workshops and training being provided (initially to
a leadership group of up to 90 employees) and a DEI survey
of all Vulcan employees (approximately 896 people) being
conducted to collect diversity data within Vulcan. Once the
results of the DEI survey have been collated and analysed,
Vulcan intends to develop objectives and implement
initiatives with respect to diversity (including gender
diversity, age diversity and cultural diversity) focusing on
cultivating an inclusive workplace of fairness and equity
in accordance with the principles and commitment as set
out in the Diversity and Inclusion Policy.
Following further development of Vulcan’s DEI program,
Vulcan expects to report on its DEI objectives and initiatives
in Vulcan’s 2023 Corporate Governance Statement.
Clause 4 of the Diversity Policy also provides that respective
proportions of males and females on the Board, in the
Leadership Team and across Vulcan’s whole workforce will
be disclosed annually in the Group’s annual report. At the
Balance Date, Vulcan had:
• four male non-executive directors (67%) and two female
non-executive directors (33%);
• seven males (88%) and one female (12%) in Vulcan’s
Leadership Team; and
• 87% male and 13% female Vulcan employees.
As at April 2022, Vulcan had the following employee gender mix based on roles undertaken within Vulcan:
With 87% of Vulcan’s employees identifying as male, there is a strong focus on attracting, retaining and developing female employees.
As at April 2022, Vulcan had the following age diversity among its employees:
EMPLOYEE AGE MIX TOTAL
50+
40
30
20
050100150200250
EMPLOYEE GENDER MIX BY ROLE GROUP
Director
Management
Central &
Support
Sales
Driver &
Warehouse
020406080100
33%
23%
44%
25%
2%
67%
77%
56%
75%
98%
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VULCAN CORPORATE GOVERNANCE STATEMENT
Glossary
2022 Annual ReportVulcan’s annual report for FY22 dated 24 August 2022
AGMannual general meeting of shareholders
ARMCVulcan’s Audit and Risk Management Committee
ASXAustralian Securities Exchange
ASX Recommendationa recommendation developed by the ASX Corporate Governance Council and set out
in the ASX Corporate Governance Principles and Recommendations (fourth Edition)
Balance Date 30 June 2022
BoardVulcan’s Board of Directors
CFOVulcan’s Chief Financial Officer
CommitteesARMC and PRC
Companies ActCompanies Act 1993 (New Zealand)
ConstitutionConstitution as adopted by Vulcan on listing on 4 November 2021
COOVulcan’s Chief Operating Officer
Corporations ActCorporations Act 2001 (Cth) (Australia)
DeloitteDeloitte Limited (New Zealand)
Executive KMPMD and CEO, COO and CFO, which for FY22 was Rhys Jones, Adrian Casey and Kar Yue Yeo
respectively
FMC ActFinancial Markets Conduct Act 2013 (New Zealand)
FY22financial year starting 1 July 2021 and ended on 30 June 2022
GroupVulcan and each of its subsidiaries, including Vulcan Steel (Australia) Pty Limited (ACN 100
061 283), Global Metals Pty limited (ACN 003 981 664), Interlloy Pty Limited (ACN 005 609
405), Horan Steel Holdings Pty Limited (ACN 101 349 348) and Vesta Trustee Limited (NZBN
9429046039262)
Leadership Team
Rhys Jones (MD and CEO), Adrian Casey (COO), Kar Yue Yeo (CFO), James Wells (Chief
Information Officer), Helene Deschamps (Leadership Development), Brendon Chandulal
(Australian Leader), Matthew Lee (Australian Leader) and Bradley Childs (Australian Leader)
MAPmarket announcement platform
MD and CEOVulcan’s Managing Director and Chief Executive Officer
NZXNew Zealand Stock Exchange
NZX CodeNZX Corporate Governance Code (dated 10 December 2020)
Personnelall Vulcan employees, contractors, consultants, managers and the Board, including
temporary employees, contractors and directors of Vulcan
PRCVulcan’s People and Remuneration Committee
Prospectus prospectus issued by Vulcan on 15 October 2021, which contained an initial public offering to
acquire fully-paid ordinary shares in Vulcan
Shareholdersshareholders of Vulcan
StatementVulcan’s corporate governance statement for the reporting period 1 July 2021 to 30 June 2022
VulcanVulcan Steel Limited (NZBN 9429038466052 /ARBN 652 996 015)
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VULCAN CORPORATE GOVERNANCE STATEMENT
VULCAN.CO
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.