CFCL has long recognised the importance of following clear policies and procedures, particularly for the protection of its highly valuable innovations and technical achievements. In the same way the Company holds high standards for corporate governance, risk and financial management.

Corporate Governance Standards

As a company listed on the Australian Stock Exchange, CFCL is required to have regard to the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations, issued in March 2003 (available on www.asx.com.au).  The Directors are also mindful of the corporate governance requirements imposed on AIM quoted companies and the expectations of European investors, including the recommendations of the UK ‘Combined Code' on Corporate Governance.

Both sets of recommendations cover a range of ‘aspirational' principles to promote good corporate governance.  CFCL intends to comply with both standards to the maximum extent practicable, considering the Company's stage of development and current priorities.  The Board reviews the Company's corporate governance practices against these standards annually.  Details of the Company's Corporate Governance practices are also published in each Annual Report.

Board of Directors

The Board consists of a Chairman and three non-executive directors.  The Board's policy is that it should include a majority of non-executive directors.

The Board has ultimate responsibility to the shareholders for the welfare of the Company by guiding and monitoring its business affairs.  The Board delegates management of the Company's resources to the executive management team, under the leadership of the CEO.  The responsibilities of the Board and the roles and division of authority between the Chairman and CEO are set down in a Board Charter.

Under the Company's constitution, directors are elected for three years subject to the requirements that one-third of the directors must retire at each annual general meeting.  A retiring director may stand for re-election.  A director must declare any conflict of interest, and directors may not participate in discussions or resolutions pertaining to any matter in which the director has a material personal interest without Board approval.

In discharging their duties, directors are provided with direct access to senior management and outside advisors and auditors.  Board committees and individual directors may seek, with the Chairman's approval, independent professional advice at the Company's expense in order to perform their duties.  The Company's policy is to execute a formal deed with each director and the Company Secretary, to clearly set out the parties' expectations regarding access to Board papers, indemnity and insurance.

The Board has established two standing committees, the Audit Committee and the Technical Committee, to ensure complex issues are given detailed consideration.  The Board has not formed a Nominations Committee or Remuneration Committee as the full Board presently considers all matters usually dealt with by these committees.

Audit Committee

The Audit Committee comprises Mr Carruthers (Chair), Mr Dempsey and Mr Dinsdale.  The Audit Committee recommends to the Board the appointment of the external auditors, reviews and monitors compliance with the audit plan, reviews the Company's financial reports, monitors the effectiveness of the accounting systems and the internal control environment, ensures the Company has an effective risk management and compliance system, and provides a clear line of communication between the external auditors and the Board.

Technical Committee

The Technical Committee comprises Mr Dinsdale and Professor Dureau (Chair), with members of the executive management team attending by invitation.  All Directors are entitled to attend all meetings of the Technical Committee.  The Technical Committee overviews the Company's product and technology development programmes and advises the Board upon those matters, including technology risks.

Company Policies

CFCL has adopted a range of policies and procedures to ensure it follows appropriate standards of corporate governance, including:

  • A Code of Conduct which requires all directors, officers and senior management and employees to observe high standards of ethics and behaviour in all of the Company's activities.
  • Continuous disclosure policies, to keep the ASX and AIM markets informed of material price sensitive information. 
  • A Securities Trading policy, to govern when employees can trade in the Company's shares.