FROM CORPORATE GOVERNANCE TO SUSTAINABLE GOVERNANCE

1. FROM CORPORATE GOVERNANCE TOSUSTAINABLE GOVERNANCE Peter White, Principal Consultant – SustainabilityMaunsell Australia Pty Ltd, Brisbane, Australia

2. Measuring the Corporate Pulse

3. The re-focus on Corporate Governance • Shareholders and the Australian public believe corporate boards and chief executives carry the bulk of responsibility in corporate collapses. The majority of analysts (81%) and executives (76%) believed responsibility lay with a company’s board. (“Corporate Reporting – How confident are We?” CPA Australia survey 2003)

4. A Review of Governance Standards The corporate governance framework also depends on the legal, regulatory, and institutional environment. In addition, factors such as business ethics and corporate awareness of the environmental and societal interests of the communities in which a company operates can also have an impact on its reputation and its long-term success.

5. “There is growing acceptance of the view that organisations can create value by better managing natural, human, social and other forms of capital. Increasingly, the performance of companies is being scrutinised from a perspective that recognises these other forms of capital.” • Australian Stock Exchange Corporate Governance Principle 10 (in part).

6. GOOD GOVERNANCE – KEY TO SUSTAINABILITY Dr. Madhav Mehra • President, World Council for Corporate Governance, • President, World Environment Foundation • Chairman of World Quality Council.

7. Are we all going the same way?

8. Today’s Corporate Agenda • NEW YORK, May 29, 2003 - Managing for sustainability, particularly in the area of corporate governance, has become a top strategic priority for U.S. multinational companies. • More than 80 percent of executives at such companies rate sustainability as essential (43 percent) or very important (38 percent) to their company. • PricewaterhouseCoopers Management Barometer survey.

9. Aspects of Sustainability • Business ethics • Corporate governance • Hiring policies, work conditions, and benefits • Economic impact • Community involvement • Environmental impact • Social impact

10. Structure

11. The Structure of Governance • Management oversight • Structure • Decision-making • Integrity in reporting • Timely and balanced disclosure • Rights of shareholders • Recognise and manage risk • Encourage enhanced performance • Remunerate fairly • Recognise the legitimate interests of stakeholders

12. The Structure of Sustainability • Transparency • Inclusiveness • Auditability • Completeness • Relevance • Context • Accuracy • Neutrality • Comparability • Clarity • Timeliness

13. SUSTAINABILITY GOVERNANCE • Transparency: • Inclusiveness: • Auditability: • Completeness: • Relevance: • Context: • Accuracy: • Neutrality: • Comparability: • Clarity: • Timeliness: • Management oversight • Structure • Decision-making • Integrity in reporting • Timely and balanced disclosure • Rights of shareholders • Recognise and manage risk • Encourage enhanced performance • Remunerate fairly • Recognise the legitimate interests of stakeholders

14. Sustainable Governance • Management oversight • Structure; Recognise and manage risk • Decision-making • Context; Relevance; Rights of shareholders; Interests of stakeholders; Timeliness; Inclusiveness; Transparency. • Integrity in reporting • Materiality; Timely and balanced disclosure; Clarity; Neutrality; Accuracy; Auditability • Encourage enhanced performance • Remunerate fairly; Providing indicators of performance.

15. The way to go?Maintaining the Balance