Corporate Governance

The Directors of BlueScope Steel place great importance on the proper governance of the Company and, in particular, the need to focus on carrying out prudent risk-taking activities which achieve a balance between:

the generation of rewards for shareholders who invest their capital;
the supply of goods and services of value to the Company's global customers; and
the provision of meaningful employment for employees in a way which contributes to the welfare of the community.

The Company's corporate governance framework has been designed, as a whole, to address all of these issues in a manner that will maximise the contribution of the Board and management to the success of the business.

Summaries of the Company's corporate governance policies and charters (and a copy of the Audit and Risk Committee charter) are set out below.

Further information about the Company's corporate governance practices is contained in the BlueScope Steel Corporate Governance Statement which forms part of the Directors' Report.

Board Charter - Summary

The Board of the Company has adopted a charter which sets out the Board's powers and responsibilities, as well as certain procedural matters for the Board's operation. Those matters which the Board has reserved to itself, that is, those decisions which are the Board's alone, are also contained in the charter.

Audit and Risk Committee Charter

The Board has established a committee of directors, the Audit and Risk Committee, with responsibility for a range of matters relating to financial reporting, audit and internal risk and control systems. The Audit and Risk Committee is structured to reflect the ASX Corporation Governance Council recommendations concerning the composition, operation and responsibility of audit committees.

Nomination Commitee Charter - Summary

The Nomination Committee of the Board comprises the Chairman, the Deputy Chairman and all non-executive directors of the Company and has primary responsibility for matters of Board composition, director selection and training.

Remuneration and Organisation Committee Charter - Summary

The Company's Remuneration and Organisation Committee, comprising 3 independent non-executive directors, is generally responsible for advising the Board on, and monitoring, the Company's remuneration policies.

Health Safety and Environment Committee Charter - Summary

The Company's Health, Safety and Environment policies are fundamental to the Company values, as stated in Our Bond. Highlighting the importance of these issues, the Board has established a Health, Safety and Environment Committee. The Committee comprises all directors of the Company, and meets at scheduled times after Board meetings, to specifically focus on Health, Safety and Environment issues.

Procedure for Selection and Appointment of New Directors - Summary

The Company's constitution permits the Board to appoint directors, subject to the subsequent approval by shareholders. Under its charter, the Nomination Committee has responsibility for identifying and recommending to the Board, candidates for appointment as a director by the Board.

Guide to Business Conduct - Summary

As a leading global steel company, BlueScope Steel is judged not only by the profits we make and the products we deliver to our customers, but by the way we act. The BlueScope Steel Guide to Business Conduct sets out the Company's basic principles of business conduct.

Securities Trading Policy - Summary

BlueScope Steel shares are traded on ASX, with many employees owning shares in the Company. Trading by BlueScope Steel employees and directors of the Company's shares must be done in a manner which does not undermine the public's confidence. The Securities Trading Policy adopted by the Company sets out requirements that must be followed by employees and directors of the Company before they trade in BlueScope Steel shares.

External Auditor Selection and Rotation Policy - Summary

The external audit function is an important element in BlueScope Steel's financial reporting process. To support this function, BlueScope Steel has developed a policy in relation to the selection of the external auditor and the rotation of audit partners.

Continuous Disclosure Policy - Summary

The Company has a Continuous Disclosure Policy for complying with its disclosure obligations, along with systems to support the policy.

Shareholder Communication Strategy

BlueScope Steel recognises that shareholders should actively participate in their Company. The Company has devised a communications strategy which aims to inform shareholders about BlueScope Steel and encourage them to participate at general meetings.

Risk Management Policy and Internal Compliance and Control System - Overview

The oversight and implementation of risk management systems is fundamental to the effective monitoring of the risks that arise as a normal part of the Company's business. BlueScope Steel has a number of elements to its risk management and internal compliance and control systems.

Performance Evaluation - Overview

Performance evaluation is part of BlueScope Steel's regular review process, to ensure that the people and systems within the Company are working effectively. The Board, Board Committees, and senior executives take part in annual performance reviews, which are designed to reward performance and identify areas that need improvement.

Delegation of Authority Policy

The Board has developed a policy which specifically reserves certain matters for determination by the Board. Matters not specifically dealt with are delegated to management. The Delegation of Authority Policy also establishes a framework for management to regularly report to the Board about the exercise of delegated authority.

Director Independence Policy

The Board considers the independence of Directors at least annually. The independence status of each non-executive Director is set out in the Company's annual report. The Board's Policy on Independence sets out the process followed by the Board in considering Director independence.