Corporate Governance Statement
Summary
- IDP Education Limited's Board is responsible for overall management and strategic direction, aiming to increase shareholder value.
- The Board operates according to the IDP Board Charter, reviewed annually.
- The Company Secretary is accountable to the Board for the proper functioning of the Board.
- The Board's responsibilities include defining company purpose, reviewing strategy, overseeing financial performance, risk management, reporting, and leadership selection.
- Management is responsible for day-to-day operations within parameters set by the Board.
- The Board comprises a majority of independent non-executive directors, including an independent Chair.
- The Board's skills matrix ensures a diverse range of expertise.
- A Nomination Committee identifies and recommends suitable candidates for Board appointments.
- The Board conducts comprehensive checks on new directors.
- Ongoing director development is provided to maintain skills and knowledge.
- Board performance is evaluated annually, including a comprehensive external assessment in FY24.
- The Remuneration Committee advises on remuneration policies for directors and executives.
- The CEO and senior executives undergo annual performance evaluations.
- A Securities Trading Policy governs dealings in IDP securities.
- The Board is committed to inclusion, diversity, and equity, with measurable objectives set and tracked.
- In FY24, six of eight measurable objectives related to diversity and inclusion were completed, one partially completed, and one deferred.
- The Board is supported by the Remuneration, Nomination, and Audit and Risk Committees.
- The Audit and Risk Committee oversees risk management and internal controls.
- A formal risk appetite statement is in place.
- The company has a Continuous Disclosure Policy to ensure timely and balanced information disclosure.
- IDP actively engages with shareholders through various communication channels.
- A Code of Conduct guides ethical behavior for all directors, officers, and employees.
- Supporting policies include Anti-Bribery and Anti-Corruption and Whistleblower Protection policies.
Sentiment
Score: 7
Explanation: The document presents a positive picture of IDP's corporate governance practices, highlighting achievements in diversity and inclusion and commitment to ethical conduct. However, the deferral of some initiatives slightly lowers the score.
Positives
- The Board's commitment to maximizing shareholder value and financial return.
- The majority of the Board comprises independent non-executive directors.
- The implementation of a comprehensive external board assessment in FY24.
- The completion of six out of eight measurable objectives related to diversity and inclusion in FY24.
- The existence of a formal risk appetite statement.
- Active shareholder engagement through various communication channels.
Negatives
- One diversity and inclusion objective was only partially completed in FY24.
- One diversity and inclusion objective was deferred in FY24 due to challenging operating conditions.
Risks
- Challenging operating conditions that may impact the achievement of diversity and inclusion objectives.
Future Outlook
The document does not provide a specific future outlook beyond the commitment to maximizing performance and shareholder value and continuing to improve board and committee processes.
Industry Context
The statement aligns with broader industry trends towards enhanced corporate governance, transparency, and diversity and inclusion initiatives. The focus on risk management and continuous disclosure reflects best practices within the education sector and the ASX.
Next Steps
- Continue to improve Board and Committee processes.
- Continue to progress actions to attain the HESTA 40:40:20 gender diversity targets.
- Complete the pilot implementation of employing people with disability in a second region.
Key Dates
- March 2007: Peter Polson appointed Independent Non-Executive Director and Chair
- December 2006: Greg West appointed Independent Non-Executive Director
- November 2015: Ariane Barker and Chris Leptos AO appointed Independent Non-Executive Directors
- February 2018: Professor Colin Stirling appointed Independent Non-Executive Director
- February 2023: Tennealle O'Shannessy appointed Chief Executive Officer and Managing Director
- September 2022: Tracey Horton AO and Michelle Tredenick appointed Independent Non-Executive Directors
- September 2023: Andrew Barkla appointed Non-Executive Director (not independent)
- 30 June 2024: Financial year end and date of Corporate Governance Statement
Keywords
Filings with Classifications
Market and Trading Update
- The company's revised Adjusted FY25 EBIT guidance of $115 million to $125 million is a downward adjustment, indicating worse than previously expected financial performance.
- The 20% decline in the student enrolment pipeline compared to FY24 signifies a significant negative impact on future revenue prospects.
- Aggregate international student volumes to key IDP destinations being down 28% for the first three quarters of FY25 reflects a substantial deterioration in market conditions.
Financial Results
- Revenue and adjusted EBIT are down due to lower student placement and English language testing volumes.
Interim Financial Report
- The company's revenue and NPAT were worse than the prior corresponding period due to market-wide declines in student volumes and regulatory changes.
Half Year Results
- The company's revenue and adjusted EBIT decreased compared to the prior corresponding period due to declines in student placement and English language testing volumes.
Annual Report
- While IDP exceeded revenue expectations, the 18% decline in IELTS volumes and the projected 20-25% drop in student numbers for the coming year indicate worse than expected results in key areas.
Sustainability Report
- The 18% decrease in IELTS test volumes represents worse than expected results, indicating a decline in a key revenue stream.
- The 6% reduction in the global workforce due to market shifts and regulatory changes suggests worse than expected performance in managing operational costs and adapting to market conditions.
Annual Report
- Vandhana Boolchandani, an IDP employee, experienced a visa delay due to diplomatic complexities between countries.
Corporate Governance Statement
- Expansion of Leadership and Accelerate programs were deferred due to challenging operating conditions, resulting in a delay in achieving one of the diversity and inclusion objectives.
Annual Report
- While IDP outperformed the market in student placements, the overall impact of tightened visa regulations in key markets resulted in lower than expected IELTS volumes and a decline in EBIT compared to the previous year.
Notice of Annual General Meeting
- The company anticipates a significant drop in international student enrollment (20-25%) in the upcoming fiscal year, indicating worse-than-expected results.
Market Update
- The company expects a decline in IELTS volumes and anticipates a contraction in the international education market, indicating worse than expected conditions.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.