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TOTAL STAFFING SOLUTIONS LIMITED
Directors Report (continued)
Ògreat people make great companiesÓ
DECLARATION OF MANAGING DIRECTOR AND Signed in accordance with the resolution of the
CHIEF FINANCIAL OFFICER
Directors made pursuant to Section 298(2) of the Corporations Act 2001.
The Directors have received a declaration from the Managing Director and the Chief Financial Officer, in their On behalf of the Directors performance of their functional roles as chief executive and chief financial officer respectively that complies with Section 295A of the Corporations Act 2001.
Dion Smith Managing Director
24 September 2009
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TOTAL STAFFING SOLUTIONS Ð Annual Report 2009
TOTAL STAFFING SOLUTIONS LIMITED Corporate Governance
Total Staffing Solutions Limited (Òthe CompanyÓ) is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company has turned to the ASX Corporate Governance CouncilÕs Corporate Governance Principles and Recommendations. The Company is pleased to advise that the CompanyÕs practices are largely consistent with those ASX guidelines. As consistency with the guidelines has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX Corporate Governance Council (Òthe CouncilÓ) in place during the reporting period, we have identified such policies or committees.
Where the CompanyÕs corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance. However, it does not consider that all the practices are appropriate for the Company due to the size and scale of the CompanyÕs operations.
To illustrate where the Company has addressed each of the CouncilÕs recommendations, the following table cross- references each recommendation with sections of this report. The table does not provide the full text of each recommendation but rather the topic covered.
Recommendation
Section
Recommendation 1.1 Functions of the Board and Management
1.1
Recommendation 1.2 Process for Evaluating Performance of Senior Executives
1.1 and 1.4.5
Recommendation 1.3 Reporting on Principles 1
1.1
Recommendation 2.1 Independent Directors
1.2
Recommendation 2.2 Independent Chairman
1.2
Recommendation 2.3 Role of the Chairman and CEO
1.2
Recommendation 2.4 Establishment of Nomination Committee
2.3
Recommendation 2.5 Process for Evaluating Performance of the Board
1.4.10
Recommendation 2.6 Reporting on Principle 2
1.2, 1.4.6 and 2.3.2
Recommendation 3.1 DirectorsÕ and Key ExecutivesÕ Code of Conduct
1.1
Recommendation 3.2 Company Security Trading Policy
1.4.9
Recommendation 3.3 Reporting on Principle 3
1.1 and 1.4.9
Recommendation 4.1 Establishment of Audit Committee
2.1
Recommendation 4.2 Structure of Audit Committee
2.1.2
Recommendation 4.3 Audit Committee Charter
2.1
Recommendation 4.4 Reporting on Principle 4
2.1
Recommendation 5.1 Policy for Compliance with Continuous Disclosure
1.4.4
Recommendation 5.2 Reporting on Principle 5
1.4.4
Recommendation 6.1 Communications Strategy
1.4.8
Recommendation 6.2 Reporting on Principle 6
1.4.8
Recommendation 7.1 Policies on Risk Oversight and Management
2.1.3
Recommendation 7.2 Implementation of Risk Management Procedures
2.1.3
Recommendation 7.3 Attestations by CEO and CFO
1.4.11
Recommendation 7.4 Reporting on Principle 7
2.1.3
Recommendation 8.1 Establishment of Remuneration Committee
2.2
Recommendation 8.2 Executive and Non-Executive Director Remuneration
2.2.3.2 and 2.2.4
Recommendation 8.3 Reporting on Principle 8
2.2.2 and 2.2.4
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