These Corporate Governance Principles describe the corporate governance arrangements that have been followed by James Hardie from the commencement of the fiscal year 2010 and contain an overview of our corporate governance framework, developed and approved by the Nominating and Governance Committee and, on its recommendation, adopted by the Board in June 2010.
On 19 February 2010, we completed Stage 1 of a proposal to move our corporate domicile from The Netherlands to Ireland, in a transaction designed to transform James Hardie Industries NV into an Irish Societas Europea company, and James Hardie Industries NV became James Hardie Industries SE, incorporated under the laws of The Netherlands. On 17 June 2010 we completed Stage 2 of the proposal and as a result James Hardie Industries SE moved its corporate seat to Ireland (together, the Re-domicile).
Where applicable, these Corporate Governance Principles indicate the changes in the company’s governance arrangements as a result of implementing the Re-domicile. References to the Board are references to the Supervisory Board prior to completion of the Re-domicile, and to the single Board following completion of the Re-domicile.
These Corporate Governance Principles, as well as our Articles of Association, Board and Board Committee charters and key company policies, as updated from time to time, are available from this website or by requesting a printed copy from the company secretary at the company’s head office at 2nd Floor, Europa House, Harcourt Centre, HarcourtStreet, Dublin 2, Republic of Ireland.
Corporate Governance at James Hardie
James Hardie operates under the regulatory requirements of numerous jurisdictions and organisations,including the ASX, ASIC, the NYSE, the US SEC and various other rulemaking bodies. In addition, prior to completing Stage 2 of the Re-domicile, we were also subject to the jurisdiction of the Dutch Authority Financial Markets and the Dutch Corporate Governance Code (the Dutch Code).
Since completing Stage 2 of the Re-domicile, James Hardie is no longer subject to the regulatoryrequirements of the Dutch Authority Financial Markets and the Dutch Code and is instead subject to theregulatory requirements of the Irish Takeover Panel.
James Hardie’s corporate governance framework is reviewed regularly and updated as appropriate to reflect what we believe is in our and our stakeholders’ interests, changes in law and current best practices. An important part of the Board’s review of the Re-domicile involved spending a significant time to ensure that the company’s governance framework following the Re-domicile to Ireland met the company’s needs.
Our corporate governance framework incorporates a number of processes and policies designed to provide the Board with appropriate assurance about the operations and governance of the company and therebyprotect shareholder value. Further details of these processes and policies are set out in this area of our website.
