Governance framework
Our governance framework, and adherence to that framework, are fundamental in demonstrating accountability to stakeholders and promoting a culture of ethical, lawful and responsible behaviour.
Nufarm is committed to ensuring that its policies and practices reflect a high standard of corporate governance. The Board considers Nufarm’s governance framework and adherence to that framework fundamental in demonstrating that the Directors are accountable to shareholders, are appropriately overseeing the management of risk, and promoting a culture of ethical, lawful and responsible behaviour within Nufarm.
To assist Nufarm’s Board in carrying out its responsibilities, the Board is supported by the:
- Audit Committee;
- Nomination Committee;
- Human Resources Committee;
- Risk and Compliance Committee; and
- Innovation Committee.
During the year, the Board reviewed the Board Charter and Committee structure to ensure they remain appropriate for Nufarm. This resulted in the establishment of the Innovation Committee, the formalisation of the Risk and Compliance Committee’s role in overseeing Environment Social and Governance matters and the responsibility of the overall corporate governance practices of the Company being allocated to the Board.
Each of the Committees has a Charter which sets out the membership structure, roles and responsibilities and meeting procedures for each. Generally, these Committees review matters on behalf of the Board.
Details on each of the Committee’s key activities are outlined in the Corporate Governance Statement on our corporate website.
Board Renewal
Board renewal is important to ensure that Nufarm has the right mix of tenure, skills, experience, knowledge and diversity to oversee the Group.
During the year, Anne Brennan retired from the Board with Lynne Saint and Dr David Jones being appointed as independent Non-executive Directors in December 2020 and June 2021 respectively. In addition, Frank Ford advised of his intention to retire from the Board at the conclusion of the 2021 Annual General Meeting.
The percentage of female Non-executive Directors is 25 per cent, a decrease compared to 29 per cent as at 30 September 2020, however steady compared to the prior full 12 month reporting period ending 31 July 2020. The decrease is due to the addition of a new Non- executive Director in 2021.
At Nufarm, we recognise that new directors bring fresh thinking and new ideas which greatly add to existing corporate knowledge and expertise. Full details of our Board and their skills can be found in pages 51 to 52 of our 2021 Annual Report.
Refreshing our corporate policies
We progressively refresh key elements of our governance framework, keeping our corporate policies abreast of current external expectations and requirements.
This year we reviewed our Human Rights Policy which reflects our commitment to protecting human rights in our business and supply chain. This is supported by our Code of Conduct, which we relaunched early November 2020. The Code outlines the behaviours expected of our people and people who work on behalf of Nufarm.
In July 2021, we established a Climate Change Policy, which sets the framework for our response to the opportunities and risks that climate change is anticipated to bring to the agricultural industry.
Nufarm is committed to conducting business with high ethical standards and in full compliance with the law, including all anti-bribery, anti-corruption and other related laws in all countries which Nufarm operates. Nufarm’s Anti-Bribery and Anti-Corruption Policy was adopted by the Board in October 2020 and describes the mandatory requirements for Nufarm group companies, employees, contractors and other relevant parties to ensure that the risk of corruption and bribery is managed within Nufarm.
Our risk management framework
Our Board is responsible for overseeing Nufarm’s risk management framework and has delegated responsibility of the ongoing risk management program, procedures, auditing and adequacy and effectiveness of the enterprise risk management to the Risk and Compliance Committee.
Last year we established an Executive Risk, Health, Safety and Environment Committee to assist with overseeing, directing and supporting the implementation and operation of the risk management framework and internal compliance and control system across the Company.
During the year, the risk management framework and policies and procedures were reviewed and updated to align to the concepts and principles identified in the Australia/New Zealand standard on Risk Management (AS/NZ ISO 31000:2018).
This framework is used for identifying and assessing contemporary and emerging financial and non-financial risk; such as cyber-security, Covid-19 impacts, privacy and data breaches, increased geo-political risk and climate change.
Our 2021 Annual Report identifies relevant sustainability risks to our business and our risk management approach. These include: impact on our product strategy from a changing regulatory environment, climate change, weather volatility, loss of key personnel, safety incidents, environmental damage and non- compliance.
Further information on our risk management framework can be found on page 48, and recognised risks on pages 26 to 29, of our 2021 Annual Report.
Modern slavery
We prepare a Modern Slavery Statement under the Australian and UK Modern Slavery Acts and take action to identify and minimise the risk of modern slavery in our supply chain and operations.
Our focus has primarily been on the largest component of our procurement spend in countries that are at higher risk of modern slavery practices. Vendors in these countries are subject to third party corporate social responsibility (CSR) assessments by our partner Ecovadis.
These assessments consider a number of human rights factors, including child and forced labour.
We are also strengthening our internal assessment, training and employment policies to minimise the risk of modern slavery within our operations.
Oversight of our modern slavery risks and response lies with our Board Risk and Compliance Committee. We have governance frameworks in place through our Human Rights Policy, Whistleblower Policy, Global Supplier Code of Conduct and Integrity Helpline.
Further details can be found in our Modern Slavery Statement. We publish this in March, six months after the end of the financial year, our latest statement is our 2021 Modern Slavery Statement.
