Corporate Governance

A Commitment to Good Governance
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A Commitment to Good Governance

Corporate Governance Statement 31st December 2019.

Steamships is committed to adopting and implementing rigorous corporate governance practices across all its activities and divisions. The following corporate governance report has been approved by the Board of Directors.

Steamships has adopted the following governance structure:

Director’s attendance at the Board and relevant Board Committee meetings during 2019 is as follows:

Steamships believes it complied with the Australian Stock Exchange Corporate Governance Principles (the fourth edition) during the twelve months ended 31 December 2019, except as disclosed below.

Each section addressing a key principle includes references to relevant information that appears in the 2019 Annual Report or on Steamships’ website.

Principle 1 / Lay Solid Foundations for Management and Oversight

Steamships internal systems and processes are designed to support the board in providing strategic guidance for the company and effective management oversight. The board operates under a charter which defines the board duties and those delegated to committees and management.

The Company has a written contractual agreement with each of its Directors and senior executives. During 2019 the Chairman of the board conducted a performance evaluation of the board, its committees and the Directors. In addition, performance evaluations for all senior executives were carried out.

Recognising that a committed and diverse workforce improves operating performance and delivery of objectives, the Company has a diversity policy in place at all levels, including the board. This policy promotes gender diversity and PNG citizen development. Progress is reported quarterly to the board.

A summary of the status as at 31st December 2019 is as follows:

Diversity

Comparision between 2018 and 2019

1) The female head count in senior roles is higher in 2019 with 47 females above K50k and in managerial positions (2018: 42)

2) PNG Citizens in senior roles increased from 71% in 2018 to 72% in 2019

2018

Diversity in senior manager position   Total Head Count Total Employees in Snr Roles Total Citizen in Snr Roles % of Citizen in Snr Roles Total Female Staff in Snr positions % of Female in Snr roles
Consort (Logistic) 598 49 40 82% 6 12%
Hotel   1085 36 18 50% 16 44%
Pacific Towing (Logistic) 197 23 21 91% 2 9%
Property   83 8 4 50% 2 25%
STC Head Office   79 28 14 50% 10 36%
JVPS   250 16 13 81% 2 13%
Transport (EWT) (Logistic) 393 22 20 91% 4 18%
    2685 182 130 71% 42 23%
               
Female in Senior Manager positions   Total Head Count Total Citizen in Snr Roles Total Citizen in Snr Roles % of Citizen in Snr Roles Total Female Staff in Snr positions % of Female in Snr roles
Logistic   1188 94 81 86% 12 13%
Property, Hotel   1168 44 22 50% 18 41%
Stevedoring   250 16 13 81% 2 13%
Head office   79 28 14 50% 10 36%

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2019

Diversity in senior manager position   Total Head Count Total Employees  in Snr Roles Total Citizen in Snr Roles % of Citizen in Snr Roles Total Female Staff in Snr positions % of Female in Snr roles
Consort (Logistic) 547 54 39 72% 6 11%
Hotel   928 31 17 55% 14 45%
Pacific Towing (Logistic) 195 25 23 92% 4 16%
Property   91 16 10 63% 6 38%
STC Head Office   76 27 14 52% 9 33%
JVPS   396 19 17 89% 3 16%
Transport (EWT) (Logistic) 404 24 21 88% 5 21%
    2637 196 141 72% 47 24%
               
Female in Senior Manager positions   Total Head Count Total Citizen in Snr Roles Total Citizen in Snr Roles % of Citizen in Snr Roles Total Female Staff in Snr positions % of Female in Snr roles
Logistic   1146 103 83 81% 15 15%
Property, Hotel   1019 47 27 57% 20 43%
Stevedoring   396 19 17 89% 3 16%
Head office   76 27 14 52% 9 33%

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Principle 2/ Structure the Board to Add Value

While the Board maintains overall responsibility for the systems of internal control and monitors their effectiveness, it is assisted in discharging its responsibilities by the Audit Committee, which in 2019 was composed of an Independent Non-Executive Chairman and two Independent Non-Executive Directors and one Non-Executive Director who represents a significant shareholder.

The members of the Audit Committee, their qualifications and their attendance at meetings of the Committee held during 2019 are shown above and in the Directors’ Report contained in the 2019 Annual Report.

The Board has a Remuneration and Nomination Committee comprising three Directors. The members of the Remuneration and Nomination Committee and their attendance at meetings of the Committee during 2019 are detailed above and in the Directors’ Report.

Steamships follows the Global Reporting Initiative, a worldwide corporate sustainability transparency initiative, and since 2017 adopted the new G4 guidelines.

The board has received from its Managing Director & Finance Director a declaration that, in his opinion, the financial records of the entity for 2019 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.

During 2019, management reported to the Audit Committee on the effectiveness of its risk management systems and performance in managing material business risks. Steamships’ Strategic Planning Committee also formally reviews divisional risk registers and the corporate risk register as part of its annual strategic review.

Principle 3/ Instil a culture of acting lawfully, ethically and responsibly

Steamships Code of Conduct is based on the Company’s values and behaviours. It represents commitment to uphold ethical practices as well as comply with legal and regulatory requirements.

Other HR policies underpin the Code and cover Health, Safety, environment and Security, drug & alcohol, vehicle usage, cyber security etc. The Code is reviewed annually, signed by new joiners and is presented to all staff periodically as a training refresher.

Principle 4/ Safeguard the Integrity of Corporate Reports

Steamships recognizes the importance of the accuracy and integrity of its financial reports and has the structure in place to achieve this. The Audit Committee meets frequently (five times p.a. with two of these being to review and approve the disclosure of interim and annual results and financial statements). The Audit Committee hold regular meetings with the external auditors (with and without senior management present).

The Audit Committee are responsible for the appointment, performance and independence of the external auditors. PwC were re-appointed following a tender process in 2016. It is a practice of PwC that the engagement partner rotates after five years.

The external auditor is required to attend the Company’s Annual General Meeting where shareholder questions can be addressed

Principle 5/ Make Timely and Balanced Disclosure

Steamships has a written policy to ensure compliance with the ongoing ASX Listing Rules disclosure requirements and PNGX Markets (being the Public Disclosure and External Communications Policy) which is reviewed annually

Principle 6/ Respect the Rights of Security Holders

The above mentioned policy ensures that the Company is aware of the need to provide effective communication to shareholders on the activities of the Company. This is most effectively achieved through the website.

The Annual General Meeting is held in Port Moresby and all shareholders are invited to attend.

Principle 7/ Recognise and Manage Risk

Steamships recognises that the management of risk is a fundamental component of doing business in Papua New Guinea. This is managed through a comprehensive risk register compiled by each of the divisions’ management teams and endorsed by the senior management team. Divisions present their risk register to the Audit Committee annually

The Health and Safety Committee meets monthly with representation from across the businesses and the Group HSSE Manager and is chaired by the COO. The observations and actions from this committee are reported to the board quarterly

Steamships is committed to operating to ISO standards. Currently East West Transport and Joint Venture Port Services have been awarded ISO 18001 (Safety) & 14001 (Environment). It is the intention that both divisions will upgrade from 18001 to 45001 (the new standard), maintain 14001 and complete 9001 in 2020 (subject to delays arising from the covid-19 pandemic).

Pacific Towing and Pacific Palms Property are working towards 9001 (Quality) 14001 and 45001 for 2021 to audit.

Coral Sea Hotels has HACCP certification for food safety in all restaurants and food outlets

Principle 8/ Remunerate Fairly and Responsibly

The Remuneration and Nomination Committee meets at least annually (occasionally semi-annually) to review pay and bonus arrangements for all employees and to review remuneration for board and committee members

Steamships Trading Company Limited

Level 5, Harbourside West, Stanley Esplanade

P.O. Box 1
Port Moresby
National Capital District
Papua New Guinea

Tel
(675) 3137400
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