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DIRECTORS RETIRED OR RESIGNED DURING
THE YEAR
CORPORATE gOvERNANCE STATEMENT
Our corporate governance provides a framework within which:
• the board of directors is accountable for the operations and
Directors' report
DR DIANA gWENDOlINE DAy
BA(Hons), Dip Ed, PhD FAICD
Retired 22 November 2006
Dr Day is Associate Professor, Academic Development at the
University of Sydney. Previously, she researched, consulted
and developed policy in aspects of agri-business, natural and
water resources and environmental planning. Dr Day was a
director of MLA Donor Company Limited.
COMPANY SECRETARY
OlE ElSAESSER BComm, CICA, ACA, GAICD
Resigned July 2006
RACHEl DEBECK BA LLB (HONS)
Appointed July 2006
Ms Debeck has experience in banking and finance, corporate
and commercial law. Prior to joining MLA, Ms Debeck was a
legal secondee to MLA from Banki Haddock Fiora Lawyers.
Prior to joining Banki Haddock Fiora, Ms Debeck was a
lawyer at Mallesons Stephen Jaques, a leading international
commercial law firm. Ms Debeck is the company secretary
and legal counsel.
LAURIE ROBINSON CPA
Appointed October 2006
Mr Robinson brings extensive experience in financial and
corporate management to MLA. Previously he worked as
finance director in a publicly listed photographics company
and in the oil industry, both in Australia and overseas, before
joining Dairy Farmers as chief financial officer, and recently as
their senior adviser. Mr Robinson is the general manager for
corporate services and the company secretary.
performance of the company
• the risks of the company are identified and managed
• our long established values and behaviour underpin the
way we do business
Our corporate governance practices are based on the
Australian Stock Exchange's Principles of Good Corporate
Governance and Best Practice Recommendations (ASX
Principles). As an unlisted public company, MLA is not
required to report on the ASX Principles; however the board
considers that the ASX Principles provide valuable guidance
for optimising corporate governance.
1. laying a solid foundation for management
The board is responsible to members, government and other
stakeholders for the operations, performance and governance
of the company.
The board's functions and key responsibilities are set out in
the Board Charter and the Charters of each board committee.
These charters are available on our website. The roles and
responsibilities of management have been established through
formal delegations of authority.
Following appointment to the board, each director is provided
with a formal letter of appointment that outlines the scope of
their role and key responsibilities and expectations.
2. Structuring the board to add value
The company's constitution provides for a maximum of
11 directors. We currently have 11 directors with only the
managing director being a member of management. The
Chairman is elected by the board and is an independent
non-executive director.
A board selection committee, comprising three producers
elected by members, three representatives appointed by
peak councils and three company board members, endorse
candidates for election to the board based on skills, experience
and industry knowledge. The skills and experience of each
director are outlined on page 51.
The responsibilities and structure of the Selection Committee
are set out in the company's constitution.
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