Board & governance
Mark Bayliss was most recently the Chief Executive Officer of Grays eCommerce Group Limited prior to its acquisition by Eclipx Group Limited in August 2017.
Prior to that he was the Chief Executive Officer of Quick Service Restaurant Holdings (QSRH), a national fast food chain of 630 franchised restaurants. Before working for QSRH Mark spent four years as a Partner at Anchorage Capital, a Sydney based private equity fund specialising in the turnaround of underperforming businesses. Mark has also performed roles as Executive Chairman of Burger King (NZ), Chief Financial Officer of Australian Discount Retail and Chief Financial Officer of Fairfax Media Limited.
Mark is a member of the Institute of Chartered Accountants in England & Wales – ACA.
Bernie Campbell is the Managing Director for the Asset Finance Division of the Pepper Group. He was previously the Managing Director of Capital Finance Australia Limited (Capital Finance) and a member of the Executive Board for the Lloyds Banking Group businesses in Australia for six years.
Bernie is currently the Deputy Chairman of the Australian Finance Industry Association and was a Non-Executive Director of Grays E-Commerce Group prior to it being acquired by Eclipx Group Limited.
Bernie has a Master of Applied Finance from Macquarie University and has completed the Advanced Management Programme at INSEAD.
Robin Low was formerly a partner at PricewaterhouseCoopers for over 17 years and has extensive experience in assurance and risk management, particularly in the financial services area. She is currently a Non-Executive Director of Austbrokers Holdings Limited, a member of the Audit and Assurance Standards Board and on the board of a number of not-for-profit organisations including Sydney Medical School Foundation, Public Education Foundation and Primary Ethics.
The Board has adopted the Principles of Good Corporate Governance Charter, Code of Conduct and a comprehensive set of Board policies regarding Independence and Conflicts of Interest, Risk Management, Board Performance Evaluation, Managing Director Performance Evaluation, Continuous Disclosure, Securities Trading and an Audit Committee Charter to assist to discharge its corporate governance responsibilities as published by the ASX Corporate Governance Council.
The CSG Board is responsible for ensuring the existence of an effective corporate governance environment to safeguard the interests of the Company, its shareholders and, to the extent consistent with this primary duty, also take into account the interests of staff, clients and all other stakeholders in the company.
The Board meets regularly and is responsible for providing strategic direction, identifying significant business risks, approving major investment proposals and acquisitions, establishing goals and monitoring the achievement of these goals.
The Board is responsible for establishing criteria for Board membership, reviewing Board membership and the non executive Directors are responsible for nominating Directors for appointment to the Board.
Candidates initially appointed by the Board must stand for election at the next general meeting of shareholders. The company also has a Directors’ Code of Conduct which sets out standards to which each director will adhere whilst conducting his or her duties.These codes require a Director, amongst other things, to:
- act honestly, in good faith and in the best interests of the Company as a whole;
- perform the functions of office and exercise the powers attached to that office with a degree of care and diligence that a reasonable person would exercise if he or she were a director in the same circumstances; and
- consider matters before the Board having regard to any possible personal interests, the amount of information appropriate to properly consider the subject matter and what is in the best interests of the Company.
The role of the Audit and Risk Management Committee is to assist the Board in discharging its obligations with respect to ensuring the integrity and reliability of information prepared for use by the Board and the integrity of the Company’s internal controls affecting the preparation and provision of that information in determining policies or for inclusion in the financial report.
The Audit and Risk Management Committee:
- is the focal point of the communication between the board, management and the external auditor;
- recommends and supervises the engagement of the external auditor and monitors auditor performance;
- reviews the effectiveness of management information and other systems of internal control;
- reviews all areas of significant risk and arrangements in place to contain those to acceptable levels of financial exposure;
- reviews the year end and interim financial information and ASX reporting statements;
- monitors the internal controls and compliance with the Corporations Act, ASX Listing Rules, reviews external audit reports and ensures prompt remedial action;
- reviews the company’s financial statements (including interim reports) and accounting procedures; and
- consider matters before the board having regard to any possible personal interests, the amount of information appropriate to properly consider the subject matter and what is in the best interests of the company.
The policy for determining the nature and amount of remuneration for Directors and Group Executives is agreed by the Board. The Board has established a Nomination and Remuneration Committee (“Committee”) which is chaired by an independent non-executive director and operates under a formal charter that clearly sets out its role, responsibilities, composition, structure, membership requirements and the procedures for inviting non-committee members to attend meetings.
The role of this Committee is to support the Board in fulfilling its statutory and fiduciary responsibilities, including ensuring that there are appropriate processes for items such as board renewal and succession, assessment of performance and new director induction and identifying appropriate industry and education programs.
In terms of Group Executives, the Managing Director recommends to the Committee the proposed remuneration packages in accordance with the Remuneration Policy which is approved by the Board. The Board Remuneration Policy has been developed to ensure that remuneration packages properly reflect each person’s duties and responsibilities. In doing so it seeks to ensure that remuneration packages offered are competitive in attracting, retaining and motivating people of the highest quality.
Further details on the remuneration policies, practices and performance outcomes of the Company as they relate to remuneration are disclosed in the Remuneration Report which forms part of the Directors’ Report. The Remuneration Report is incorporated into the Company’s Annual Report and put to shareholders for adoption at the Annual General Meeting each year.