Corporate Governance

The MNF Group's corporate governance framework is designed to hold the company and the Board accountable. The framework is based on the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Read the MNF Group Corporate Governance Statement - 2019 (PDF).

The Board


• Terry Cuthbertson - Non-executive Chair

• Michael Boorne - Non-executive Director

• Andy Fung - Non-executive Director

• David Stewart - Non-executive Director

• Rene Sugo - Executive Director & CEO

Learn more about the MNF Group Limited Board of Directors.


Board Charter 


The Board has adopted a Board Charter (PDF) to set out the way it exercises and discharges its powers and responsibilities. This charter sets out the roles and responsibilities of the Board and management, and the matters reserved expressly to the Board and those delegated to management


Board Committees


The Board has established a number of committees to assist it to discharge its responsibilities.


Audit Committee

The Audit Committee assists the Board to oversee the company’s corporate financial reporting processes. The Audit Committee is governed by the Audit Committee Charter (PDF). The Audit Committee is made up of the following directors: 

• Michael Boorne - (Committee Chair) Non-executive Director

• Terry Cuthbertson - Non-executive Director

• Andy Fung - Non-executive Director

• David Stewart - Non-executive Director

• Rene Sugo - Executive Director & CEO

Read the biographies of the committee members here


Remuneration Committee

The Remuneration Committee assists the Board in relation to remuneration decisions. The Remuneration Committee is governed by the Remuneration Committee Charter (PDF). The Remuneration Committee is made up of the following directors:

• Michael Boorne - (Committee Chair) Non-executive Director

• Terry Cuthbertson - Non-executive Director

• Andy Fung - Non-executive Director

• David Stewart - Non-executive Director

• Rene Sugo - Executive Director (CEO)

Read the biographies of the committee members here.


Company Constitution


The MNF Group has adopted a company constitution (PDF) to guide the internal management of the company, its directors and shareholders.


Acting ethically and responsibly 


A core plank in the company’s corporate governance framework is the Code of Conduct (PDF). It sets out the company’s expectations in relation to ethical and professional behaviour and standards. All directors and employees acknowledge their agreement with the Code of Conduct by signing it. The Code of Conduct complements the company values of:

• Honest and fair dealings

• Quality in everything we do

• Customer focus

• Reliability

• Understand customers & deliver solutions

• Drive industry change

Together, the Code of Conduct and company values are designed to foster a culture of ethical, responsible and professional behaviour.


Shareholder and Investor Communication


The MNF Group is committed to providing shareholders and investors ready access to information about the company and its governance and to communicating openly and honestly with them. The MNF Group encourages shareholder participation at the AGM and any other shareholder meetings which may be held. Shareholders who cannot attend the meeting are invited to provide questions or comments ahead of the meeting. The company has developed an investor relations program comprising regular investor and analyst briefings. The program focuses on building greater understanding about the company and its business among institutional investors and analysts and creating an opportunity to hear participants’ views.

All announcements made to the ASX are placed on the corporate website as soon as the ASX has acknowledged their receipt. Investor presentations are available on the company website via the Investor Centre.

Share registry

Link Market Services

Shareholder inquiries and requests for investor and analyst briefings can be made via the online contact form.


Corporate Governance Policies


Continuous Disclosure Policy

The MNF Group is committed to making timely and balanced disclosure of all market sensitive information so that all investors have equal and timely access to material information about the company. The company’s Continuous Disclosure Policy (PDF)  sets out the company’s policy in relation to this.


Securities Trading Policy

The MNF Group Securities Trading Policy (PDF) sets out the company’s policy for directors, officers and employees in relation to trading the company’s securities.


Diversity Policy

The MNF Group recognises the importance of diversity at every level of the company. This commitment is expressed in the company's Diversity Policy (PDF). The company is committed to seeking out and retaining the best person for each role to ensure top business growth and performance. The Board sets measurable targets for achieving gender diversity and annually assesses the objectives as well as the company’s progress in achieving them.

The company provides an annual compliance report under the Workplace Gender Equality Act 2012. A copy of the company’s 2018-2019 report is available here (PDF).