Caltex Essay

6973 words - 28 pages

Caltex / 2014 Annual REPORT

Corporate Governance Statement

The Board is committed to conducting the business and operations of Caltex Australia Limited and its group companies (Caltex)
in accordance with high standards of corporate governance, and in the best interests of our shareholders.
The Corporate Governance Statement provides information about the Caltex Group’s corporate governance practices for 2014,
including compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for the
year ended 31 December 2014 and as at the date of this Annual Report.
A graphical representation of Caltex’s Corporate Governance Framework (CG ...view middle of the document...

The Board has delegated responsibility for managing Caltex’s day-to-day business and operations to the Managing Director
& CEO within the limits set out in delegations of authority approved by the Board. The Managing Director & CEO has in turn
delegated authority for certain matters to the Caltex Leadership Team (CLT) who, along with the Managing Director & CEO,
are accountable to the Board.
The Board Charter and Caltex’s delegations of authority policy balance giving Caltex’s Managing Director & CEO and the CLT the
authority to manage Caltex’s day-to-day operations, while reserving important strategic, business, operational and governance
matters to the Board.
The Board’s key responsibilities under the Board Charter include:
• approving Caltex’s strategic direction, business plan and annual budget
• evaluating and monitoring Caltex’s performance against financial, operational and safety objectives
• approving Caltex’s financial statements and reports to shareholders
• approving Caltex’s dividend policy and determining Caltex’s capital structure
• assessing and monitoring Caltex’s material business risks and the effectiveness of internal controls and risk management
systems and policies
• establishing and promoting Caltex’s culture, including high standards of ethical conduct, corporate integrity, safety,
corporate governance, and legal and regulatory compliance
• approving a policy for transactions between Caltex and Chevron and approving significant transactions with Chevron
• appointing, and reviewing the performance of, the Managing Director & CEO
• reviewing succession planning for the Board, the Managing Director & CEO and the CLT
• approving remuneration of the Managing Director & CEO and the CLT, and
• reviewing Board performance and approving non-executive director fees.
The Board Charter is available on the Corporate Governance page of the Caltex website (


1.2 Composition of the Board
There are currently eight directors on the Caltex Board, comprising four independent, non-executive directors, three
non‑executive directors and the Managing Director & CEO.
Details of Caltex’s directors and their appointment dates are set out in the table below1.



Elizabeth Bryan

Independent Non-executive Director

18 July 2002
(Chairman: 1 October 2007)

Julian Segal

Managing Director & CEO

1 July 2009

Trevor Bourne

Independent Non-executive Director

2 March 2006

Greig Gailey

Independent Non-executive Director

11 December 2007

Bruce Morgan

Independent Non-executive Director

29 June 2013


Non-executive Director

28 June 2012

Barbara Burger2

Non-executive Director

28 June 2012

Ryan Krogmeier2

Non-executive Director

30 March 2012

Richard Brown



On 6 March 2015, Caltex announced the appointment of an additional Independent Non-executive Director, Barbara...

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