Board of directors & corporate governance
Board of directors
The Reckon Board of Directors comprises of non-executive directors and executive directors who oversee the long-term health and success of the business.
Founder, Non-Executive Chairman
Greg Wilkinson has over 30 years experience in the computer software industry. Greg entered the industry in the early 1980s in London where he managed Caxton Software, which became one of the UK’s leading software publishers.
Greg co-founded Reckon in 1987 and was the Chief Executive Officer until February 2006. He was appointed to the position of Deputy Chairman in February 2006 and became a member of the board of the listed entity on 19 July 1999. He was appointed to the Audit & Risk Committee in February 2010 and Remuneration Committee in December 2011.
Most recently, Greg was appointed as Chairman in July 2018. He is also an investor and mentor to a number of cloud based start-up companies.
Independent Non-Executive Director
Newly reappointed in 2018, Mr Hayman was one of the co-founders of Reckon in 1987 alongside Greg Wilkinson. In the early days of Reckon he served as the company CFO and Head of Logistics.
Mr Hayman has had varied general commercial experience through his investments in companies in start-up and first round capital raising phases. He has strong strategic finance acumen in both analytical and managerial accounting, excellent operational capabilities and strong compliance skills. Mr Hayman is presently a director of an unlisted public company, consults to an agricultural company with extensive holdings in southern NSW and currently owns and manages an accommodation company.
Mr Hayman re-joined the board in 2018 to lend his broad entrepreneurial flair and energy to the company as it continues implementing its growth strategy.
Clive was Chief Operating Officer of Reckon from 2001 until February 2006 and in that time played a pivotal role in its turn-around.
In February 2006 Clive was appointed to the position of Group Chief Executive Officer and in July 2018 was appointed Managing Director. He has extensive management and operational experience in the IT and retail sectors as both an owner and director of companies.
Sam Allert has always been a passionate advocate of Accounting and Business Management. As such, he has been actively assisting Advisors and Business Owners implement IT strategies to improve their businesses since 1999.
Sam has worked across a myriad of disciplines throughout his career including Sales, Consulting, Support and Office Management. In 2011, he was appointment Managing Director of the Reckon Accountant Group, and in 2015 his responsibilities expanded as the Managing Director for Australia & New Zealand, for both the Accounting and Business Groups.
July 2018 saw Sam appointed to his current role as the CEO of Reckon, accelerating the company’s long-term strategy to offer small businesses and the advisor network with a complete suite of cloud solutions to effectively grow and succeed.
Corporate governance policies
Below you will find several corporate governance policies relating to Reckon Limited.
Corporate Governance Statement
Director's code of conduct
The Reckon Code of Conduct sets out the expectations for the standards of behavior expected of all Employees.
This policy applies to all employees of the Reckon Group (“Reckon”).
This code applies whenever an Employee represents Reckon, which includes when they are in the workplace or any time they are, or are perceived to be, representing Reckon, even if that is outside the workplace or their regular working hours. It includes company functions, conferences, out-of-hours work activities and social media.
This policy may be changed from time to time.
- Code of Conduct
It is expected that all employees:
- Act honestly, in good faith, for proper purpose and in the best interests of the company as a whole and it’s stakeholders at all times.
- Do not engage in bullying, discrimination, harassment, victimization, ianapproriate, unreasonable or unlawful behavior or unsafe work practices, which includes understanding that behavior which may be acceptable to you may not be acceptable to other people.
- Use due care and diligence in fulfilling the functions of their position and exercising any powers attached to their position.
- Behave in a way that upholds the Reckon values and promotes them by personal example and does not engage in conduct likely to bring discredit upon the company.
- Ensure that activities and personal representations outside of work, including on social media, do not negatively affect Reckon’s brand or reputation.
- Do not consume excessive amounts of alcohol in the workplace or at work organized events. Employees must be mindful of their behavior and drink responsibility at all times at the event and conduct themselves appropriately all the way home.
- Do not accept bribes, gifts, cash or other benefits from suppliers which are excessive and may influence purchasing or contract decision. Please also consult the Anti-bribery and Corruption Policy for guidance on dealing with this sort of situation.
- Will deal with customers and suppliers fairly.
- Do not take improper advantage of their position to influence any decision or outcome affecting the interests of the company.
- Do not allow personal interests, or the interests of any associated person, to conflict with the interests of the company.
- Disclose any such conflicts of interest.
- Do not make biased or unfair decisions based on favoritism, including but not limited to offering jobs to friends or family members without due process.
- Do not make improper use of information acquired as an Employee. Confidential information received by an Employee in the course of the exercise of their duties remains the property of the company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that company, or the person from whom the information is provided, or is required by law.
- Take responsibility for their own health and safety and that of others
- Disclose to Management any potential relationships that may be in conflict with your employment, customers, shareholders or the interests of Reckon.
- Comply with reasonable management direction given by someone who has authority to give the direction.
- Familarise themselves with the Company policies and procedures and understand that they are bound by them to the extent that it applies to the performance of their duties as employees.
- Procedure for Notifying a Breach of the Code of Conduct
Any Employee who is a witness, or is aware of a breach of the Code of Conduct, is required to report the matter to their Manager or Human Resources as soon as possible, who will conduct an investigation.
If a situation arises where an Employee feels they may be in breach of the code (ie, receiving a large gift from a supplier), they are to report the matter to their Manager immediately. Please also consult the Anti-bribery and Corruption Policy for guidance on dealing with this sort of situation.
- Breaches of the Code of Conduct
Should any Employee be found in breach of the code, an investigation will be conducted upon which disciplinary action may be taken, up to and including termination of employment and legal action where appropriate.
- Board reporting
Any Employee, Manager, Human Resources Officer who is a aware of a material breach of the Code of Conduct must report this to the Group CEO, who in turn must report this to the Company Secrertary who shall report it in turn to the Chairman and the Board. If there is any doubt as to what constitutes a “material” breach you must contact the Company Secretary to discuss this.
This code of conduct will be reviewed periodically to ensure it complies with the evolving needs of the Company.
Audit Committee Charter
1. Audit Committee Charter
1.1 The audit committee is established to ensure the maintenance of the highest standards of integrity in relation to financial reporting, risk management, legal and standards compliance and corporate governance.
1.2 In the exercise of its powers and the performance of its duties the auditcommittee shall assist the board in discharging its responsibility to exercise due care, diligence and skill in relation to:
1.2.1 the integrity of external financial reporting;
1.2.2 the application of accounting policy;
1.2.3 financial management;
1.2.4 internal controls;
1.2.5 risk management; and
1.2.6 management of conflict of interest.
1.3 The committee remains accountable to the board.
2.1 The audit committee should comprise a membership of at least two non-executive members of the board.
2.2 The board shall annually review the membership of the committee.
2.3 The chairman of the committee shall be appointed by the board,
2.4 The chairman of the company may not be chairman of the committee.
3.1 The audit committee shall meet no less than twice a year with such other meetings to be called as considered necessary.
3.2 In addition to the committee members, meetings shall be attended by the following members of management:
3.2.1 Chief Operating Officer.
3.2.2 Chief Financial Officer.
3.2.3 Financial controller.
3.3 A quorum shall be two members.
3.4 Other management staff may attend upon invitation of the chairman of the audit committee in respect of agenda items relevant to their areas of responsibility.
3.5 Representatives of the external auditors and related organisations may attend upon invitation of the chairman.
3.6 Minutes shall be kept of the meeting and these shall be circulated to all members of the committee and the board.
4. Primary Duties
The committee shall:
4.1 Review all audited financial statements intended for publication prior to recommending their approval by the board.
4.2 Monitor and review external audit process.
4.3 Ensure that the external auditor meets the required standards for auditor independence.
4.4 Monitor the performance and assess renewal of the appointment of the external auditor.
4.5 Monitor and review internal audit approach.
4.6 Monitor and review risk management and internal control structure.
4.7 Monitor the application of legal rules, accounting standards and corporate governance guidelines in respect of financial reporting and risk oversight.
4.8 Ensure compliance with legal rules, accounting standards and corporate governance guidelines in respect of financial reporting and risk oversight.
4.9 Monitor conflict of interest, review past or proposed transactions between the company, members or management and the board.
4.10 Review related party transactions and consider adequacy of disclosure in financial statements.
4.11 Assess the need for – and report to the board on – the appointment of external advisers.
4.12 Undertake all other tasks referred by the board from time to time.
Continuous Disclosure Policy
The Corporations Act, the ASX listing rules and the ASIC guidance principles all emphasize that the key principle underpinning a company’s continuous disclosure obligation is an informed market that is given timely disclosure of information which may affect a share price or influence an investment decision.
This policy regulates directors, officers and employees’ dealing in company shares.
It has been implemented in order to ensure compliance with the insider trading laws of the Corporations Law as well as the guidelines of the ASX Corporate Governance Council.
Diversity and Inclusion Policy Statement
Reckon Group includes Reckon Limited and all its subsidiary companies.
This policy is consistent with the Statement of Values.
Diversity & Inclusion
The Reckon Group recognises that diversity and inclusiveness are a critical aspect of the effective management of its people and their contributions to the success of the Reckon Group. Diversity means differences in gender, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious beliefs, cultural background, socio-economic background, perspective and experience as reflected across the Reckon Group employees, consultants, contractors and visitors.
To enable and demonstrate a culture of diversity, all employees are required to behave ethically and professionally in the workplace. This of itself requires employees to be impartial, choose people for the right reasons, fair and reasonable treatment for all and equal employment opportunities.
Managers and supervisors are responsible for ensuring these equality principles are realised in their day to day management of their team.
The Reckon Group is committed to providing an environment that does not tolerate and is free from discrimination, harassment, vilification, victimisation and other inappropriate behaviour, in accordance with the relevant legislation and its policies and procedures already in place.
All complaints of discrimination, harassment or other inappropriate behaviour are to be taken seriously and to be addressed in accordance with the reporting and resolution processes.
Recruitment and selection practices at all levels in the Reckon Group aim to encourage applications from a diverse range of candidates.
Management is reminded that in recruitment and selection practices decisions should be made mindfully to guard against any conscious or unconscious biases that might discriminate against certain candidates.
The Reckon Group aspires to design and implement programs that will assist in the development of a broader and more diverse pool of skilled and experienced employees and that, over time, will prepare them for senior management and board positions.
The Reckon Group recognises that employees at all levels may have domestic responsibilities and as far as possible will adopt flexible work practices that will assist them to meet those responsibilities.
The Reckon Group maintains connection with employees on extended parental leave, including the option to receive all-staff communications, 10 fully paid check-in days, and they are invited to attend work functions and training programs.
Measurable objectives for achieving diversity are set by the Reckon Group. These objectives and the progress towards achieving them are disclosed in the Corporate Governance Statement.
1. PURPOSE OF THIS CHARTER
1.1 This Charter has been approved by the directors of Reckon Limited (“the Company”) and sets out the functions and responsibilities of the Board of Reckon Limited (“the Board”) within the governance structure of the Company and its wholly owned entities (the “Reckon Group”). It should be read in conjunction with all of Company’s corporate governance documents which detail the governance framework of the Company.
- The powers, duties and responsibilities of the Board are prescribed by the Corporations Act 2001, the ASX Listing Rules and all other applicable legislation and regulation. A copy of the constitution and the other corporate governance documents are available on the Reckon website at: www.reckon.com
2. FUNCTIONS OF THE BOARD
- The Board is responsible for protecting the rights and interests of the Company, its shareholders and other stakeholders and is accountable to them for the performance of the Company. The Board also has a responsibility to oversee the conduct of the affairs of the Reckon Group.
2.2 The responsibilities of the Board include:
- defining the Company’s purpose and setting its strategic purpose;
- approving the Company’s statement of values and code of conduct to underpin the desired culture within the Company;
- protecting and enhancing the value of the assets of the Company;
- reviewing and approving corporate strategies, the annual budget and financial plans and dividend policies;
- reviewing and approving remuneration strategies and policies for the CEO, senior employees and staff and satisfying itself that these policies align with the Company’s purpose, values, strategic objectives and risk appetite;
- overseeing management in its implementation of the Company’s strategy and instilling of Company values and where appropriate challenging management and holding it to account;
- overseeing and monitoring organisational performance and the achievement of the Reckon Group’s strategic goals and objectives;
- monitoring financial performance and liaising with Reckon Group’s external auditor;
- appointing the Chair and, if applicable, the Deputy Chair;
- appointing and assessing the performance of the Managing Director and/or CEO, and overseeing succession plans for the senior executive team, including taking account of diversity objectives;
- appointing the Company Secretary;
- overseeing the effectiveness of management processes in place and approving major corporate initiatives;
- approving material transactions relating to acquisitions, divestments and capital expenditure;
- approving the communication to shareholders and to the public of the half-year and full-year results and generally any public statements which reflect issues of the Company’s policy or strategy that the Board deems material;
- reviewing the composition of the Board and Board Committees, the independence of directors, the Board’s performance and for carrying out succession planning for the Chair and other non-executive directors;
- enhancing and protecting the reputation of the Reckon Group;
- reviewing and overseeing systems of risk management (for financial and non-financial risks) and internal control, and legal compliance;
- overseeing the processes for identifying significant risks facing the Reckon Group and that appropriate and adequate control, monitoring and reporting mechanisms are in place; and
- reporting to, and communicating with, shareholders.
- The Board has established an Audit and Risk Committee and a Remuneration Committee to assist and advise the Board on specific matters set out in the charters of those committees. The charters of the Board committees are available on the Reckon website at: www.reckon.com
- The Board may, unless otherwise stated by the Company’s constitution, delegate any of its powers to: a committee of directors; or a director; or an employee of the Company; or any other person.
- Directors are expected to observe the highest standards of ethical behaviour at all times.
3. THE BOARD
- The constitution includes provisions for size, composition and tenure of directors. Membership details of the Board are disclosed in the annual report including whether a director is independent or not independent.
- Procedures for the nomination, selection and appointment of Reckon’s non-executive directors are governed by this Charter, Reckon’s Diversity Policy, Reckon’s Board Skills Matrix, Reckon’s constitution, the ASX Listing Rules and the Corporations Act.
- It is Board policy that, wherever reasonably practicable, a majority of its directors must be independent.
- Board meetings are held regularly as determined and required by the directors.
- The constitution provides that a quorum is such number as fixed by the directors; and in other case, two directors; and sets out the manner in which the directors may act if there is a vacancy or the number of directors is not sufficient to constitute a quorum.
- All directors, whether independent or not are required to act in the best interests of the Company and to exercise unfettered and independent judgement.
- A review of directors’ independence is undertaken by the tabling of individual director disclosures at each and every Board meeting. The Board will, at least annually, assess the independence of each director and include this information in the annual report. Each director is required to provide the Board with all relevant information to enable the Board to make this assessment and, if at any time during the year, a director’s circumstances change which may impact their independence status, the director is required to immediately advise the Chair.
- In assessing the independence of directors:
- the Board has regard to the provisions of the ASX Corporate Governance Council “Corporate Governance Principles and Recommendations”. Generally, Reckon defines an independent director as a non-executive director, who is free of any business or other relationship that could materially interfere with or could reasonable be perceived to materially interfere with the director’s unfettered and independent judgement and ability to act in the best interests of the Company; and
- the Board will consider the effect of a director’s business and other relationships and interests from the perspective of both the Company and the director; and may determine that a director is independent notwithstanding the existence of a relationship of the kind referred to above.
- The Board will periodically review the skills represented by directors on the Board and determine whether the composition and mix of those skills remain appropriate for the Company’s strategy, subject to limits imposed by the Company’s constitution and the terms served by existing non-executive directors.
- The Board may engage an external professional consultant to identify suitable candidates in a director recruitment search process. Candidates are selected based on their level of skill, knowledge and experience that enables the Board to discharge its responsibilities effectively. The selection process also aims to achieve an appropriate mix of skills, expertise, experience and diversity (including gender).
- Appropriate checks will be undertaken before appointing any person, or putting forward candidates for election as a director to shareholders. Shareholders will be provided with available material information relevant to the shareholders’ consideration of a candidate for election as director, including in the case of new directors that appropriate checks have been undertaken and if anything material of concern has been revealed by those checks. The Board will also implement appropriate checks before the appointment of new candidates as senior executives.
- The appointment of any new director will be made by, and in accordance with, a formal letter of appointment which details the key terms and conditions relative to that appointment and having regard to regard to the provisions of the ASX Corporate Governance Council “Corporate Governance Principles and Recommendations”, including Recommendation 1.3 and the details set out therein.
- All new directors appointed undertake an induction program, coordinated by the Company Secretary, to assist them in fulfilling their duties and responsibilities.
- All directors may seek independent professional advice at the expense of Reckon, when such directors judge such advice is necessary for them to discharge their responsibilities as directors.
4. CHAIR OF THE BOARD
- The Chair is an independent non-executive director.
- The roles of the Chair and Managing Director and/or CEO are separate.
- The Chair is responsible for:
- leading the Board in its duties to the Reckon Group;
- oversight of the processes and procedures in place to evaluate the performance of the Board, its committees and individual directors;
- facilitating effective discussions at Board meetings;
- facilitating effective contribution of all Directors;
- promoting constructive and respectful relations between Directors and between directors and management; and
- approving board agendas and that sufficient time is available for discussion.
4.5 The Company Secretary will be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
5. MANAGING DIRECTOR AND CEO
5.1 The Board has appointed a Managing Director and CEO who have responsibility for the overall operational and business management and profit performance of the Company, whilst also managing the Reckon Group in accordance with the strategy, plans and policies approved by the Board to achieve agreed goals.
5.5 Senior executives who report to the Managing Director and CEO have their roles and responsibilities defined in position descriptions. The Managing Director and CEO appoint all senior executives reporting to them after consultation with the Company’s Board.
6. ACCESS TO INDEPENDENT PROFESSIONAL ADVICE
6.1 The Board and each Board Committee has authority to retain, at the Company’s expense, such legal, accounting or other advisers, consultants or experts as it considers necessary from time to time in the performance of its duties. An individual director may engage separate independent counsel or advisors, at the expense of the Company, in appropriate circumstances, with the approval of the Chair or by resolution of the Board.
7.1 The Board will review this Charter annually to keep it up to date and consistent with the Board’s objectives and responsibilities.
Reckon's Remuneration Committee Charter
A summary of collective skills of current board.
A summary of Reckon’s whistle blower policy
Anti-Bribery and Corruption Policy
Consistent with Reckon’s Statement of Values and Code of Conduct Reckon is committed to a high standard of legal and ethical behaviour.
Remember the core standard of the Statement of Values is to do the right thing.
This Policy is an important part of maintaining these standards and is to be read together with the Statement of Values and Code of Conduct.
Transparency International defines bribery as the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages. Sometimes these may also be referred to as pay-offs, facilitation payments, kickbacks, inflated commissions and the like.
Corruption is the abuse of your position for personal gain.
This Policy applies to anyone who is employed by or works at Reckon, including employees, contractors (including internal and external), consultants, and directors wherever located (collectively referred to as employees in this Policy).
Reckon prohibits bribes (directly or indirectly) and no matter how large or small in value. This means you must not give, offer, promise, accept, request or authorise a bribe. If you are ever in a position where you are offered a bribe, you should report this to your manager immediately. If you are offered invitations to conferences, speaking engagements, working lunches, entertainment or sporting events this is generally acceptable, but you must first obtain the written permission of your manager before accepting such invitations. You must disclose full details of any invitations especially where flights and accommodation are included. Genuine gifts and hospitality may also be accepted provided that the value or scale of the gift or hospitality is proportional and reasonable in the circumstances. In all cases you must immediately report the gift or hospitality (or the offer of them) to your manager. Offers of cash must always be declined.
Always immediately report any suspected bribery or corruption to your manager in writing.
Your manager must in turn report this to the Group CEO.
The Group CEO must report it to the board.
You can also use the process in the Whistleblower Policy to report bribery and corruption.
If you do not comply with this Policy, you will face disciplinary action. This may include termination of your employment. If you break the law you may also be personally liable to pay fines and face imprisonment.
This policy will be subject to review and amendment from time to time, if required.
Statement of Values
This statement of values sets the guiding principles and norms to define what type of organisation Reckon Limited aspires to be.
More specifically it sets the context for the standard of behavior expected of directors, senior executives and employees to achieve that aspiration.
There are several specific policy documents in the company that govern your behaviour and personal interaction, including: Code of Conduct, Anti-bribery and Corruption Policy, Whistleblower Policy, Discrimination Bullying and Harassment Policy, Directors Code of Conduct, and Workplace Health and Safety Policy.
This statement sets the tone for your behavior in relation to these specific policies, but also generally what culture we are trying to cultivate.
At the very least we all should behave and interact lawfully, ethically (morally) and responsibly.
Put another way it means always do the right thing.
Our starting point is that – unavoidably – this is a workplace and the expectation is that you are here to work, and are prepared to work hard when appropriate.
This expectation is compounded by the fact that Reckon is a publicly listed company, so your behavior and interactions are also measured by the expectations of shareholders and the regulatory bodies that protect shareholders, such as the ASX and ASIC.
We expect you to do the right thing, not only because that is the legal and regulatory expectation and key to maintaining our reputation, but because it is the right thing.
In this context the key values that are expected to drive our behaviour and interaction are:
- Well being
We then expect these values to govern the way you behave on a day to day basis to contribute to achieving the goals of the company as articulated from time to time, for example in National Team Meetings.
So bearing those values in mind:
- Take ownership and contribute everyday
- Break out of your comfort zone
- Bring your best to work
- Want to be here
- Pursue innovation
- Share your ideas
- Challenge yourself and others, respectfully
- Exceed customer expectations
- Seek and act on feedback
- Create better customer experiences
- Have fun
- Pursue growth.
The Board has approved this Statement of Values and will review it annually to keep it up to date and consistent with evolving regulatory expectations and changes to the business.