The Alumina Limited Board is the organisation’s highest governing body. In 2016 it comprised one executive and five non-executive (four independent) directors who meet regularly throughout the year. Alumina Limited’s executive team, headed by the Chief Executive Officer, Peter Wasow, reports directly to the Board.
Assisting the Board in its oversight responsibility are 3 Board Committees comprised of only independent, non-executive directors. The Board Committees are: Audit & Risk Management Committee (statutory reporting and risk management), Nomination Committee (succession planning and appointment of CEO) and the Compensation Committee (remuneration matters).
Governance policies and practices ensure that all regulatory requirements are met and ethical standards maintained.
In 2016 the composition of the Board and its Committees were:
|DIRECTOR||BOARD||AUDIT & RISK MANAGEMENT||NOMINATION||COMPENSATION|
|Mr John Pizzey||Chair Independant, Non-Executive Director||Member||Member||Member|
|Ms Emma Stein||Member Independant, Non-Executive Director||Member||Member||Chair|
|Mr Peter Wasow||Member Executive Director||n/a||n/a||n/a|
|Mr Chen Zeng||Member Non-Executive Director||Member||Member||Member|
|Mr Peter Day||Member Independant, Non-Executive Director||Chair||Member||Member|
|Mr Michael Ferraro||Member Independant, Non-Executive Director||Member||Chair||Member|
In 2016, Alumina Limited’s Board considered the following matters:
- reviews of Business Performance
- reports on finance and treasury matters
- reports on capital works projects and special projects
- review of industry and global market trends and analysis
- strategy updates
- deliberation on internal policy and procedure matters
- set and monitored executives’ performance targets and priorities
- considered board and executive succession planning
- review of risk management framework
- reports from Committee Chairs
- consideration of business and governance matters.
An item of particular importance in 2016 was the impact on Alumina Limited of the separation of Alcoa Inc. into two separate entities, one of which, Alcoa Corporation, became Alumina Limited’s new partner in the AWAC enterprise. The Board set parameters for management through the joint venture renegotiation. The lengthy transformation negotiations resulted in some beneficial governance and business changes for Alumina Limited.
The changes were:
- Improved control over our investment in AWAC
- Improved cash flow and capital structure
On change of control
- Removal of exclusivity and sole rights
- Offtake rights; providing secure access to bauxite and alumina for an acquirer of Alumina Limited.
More detailed information on the transformational change to the AWAC joint venture is disclosed in Alumina Limited’s 2016 Annual Report.
More information, including details about Alumina Limited’s three Board Committees, policies, director independence and remunerations is available in the governance section on our website.
In terms of sustainability governance for AWAC, Alumina Limited’s principal interest is the integration of sound environmental, social and governance practices alongside sustainable financial performance.
We do this through:
- discussing AWAC’s long term strategies and objectives with managing partner Alcoa
- supporting the policies and practices that are implemented in AWAC companies to ensure sustainable operations
- reviewing reports of non-compliances including for environmental and labour matters.
Alumina Limited assesses potential sustainability risks and opportunities for shareholders. We do this through our Risk Management Framework’s processes that are reviewed and updated through the Audit and Risk Management Committee.
The risk management processes of the Alumina Limited Board, its Committees and the management team are summarised in the Company’s Corporate Governance Statement located on the Company web site at www.aluminalimited.com/governance
Central to the Board’s role is risk management and mitigation. Alumina Limited's Risk Management Framework identifies and describes the risks identified by Alumina Limited as potentially significant for the current operations and profitability and/or the long term value of the Company. The Risk Management Framework makes explicit the strategies and actions in place by the Company to manage each identified risk. Included are risks identified associated with the AWAC enterprise.
In terms of the AWAC joint venture, Alcoa Corporation is the manager/operator and has a key risk management role over the operations and administrative and marketing functions. Alumina Limited reviews the management and mitigation of AWAC risks through participation on the AWAC Strategic Council and Boards of the key operating entities. Alcoa assess at least annually, climate change risks and opportunities as part of their overall risk management process.
Ultimately, Alumina Limited’s directors oversee risk identification and management through the Audit & Risk Committee. It is also the direct responsibility of the Audit & Risk Management Committee to review business risk assessments to ensure appropriate coverage in the internal audit plans.
Principal Risks associated with AWAC enterprise and their potential impact on Alumina Limited are disclosed in the Operating and Financial Review located on pages 22 to 23 of Alumina Limited Annual Report 2016. The Annual Report 2016 can be reviewed at www.aluminalimited.com/latest-annual-report/ More information, including details about Alumina Limited’s three Board Committees, policies, director independence and remunerations is available in the governance section on our website.