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Key Points
About Wattyl
Chairman's Report
Managing Director's Report
Finance Report
Review of Operations
Our People
Board of Directors
Corporate Governance
Directors' Report
    Remuneration Report
Auditor's Independence Declaration
Financial Statements
    Income Statements
    Balance Sheets
    Statements of Recognised Income and Expense
    Cash Flow Statements
Notes to the Financial Statements
Directors' Declaration
Independent Auditor's Report
Stock Exchange and Listing Requirements
Shareholder Communications
Group Results - Five Year Summary
Corporate Directory
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Corporate governance statement

The directors of Wattyl Limited aspire to the highest standards of corporate governance,
which are fundamental to business integrity and performance.
In determining what is best practice governance for Wattyl, the Board has taken into account the Australian Stock Exchange (ASX) 'Corporate
Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations' of March 2003, the Corporations Act
2001 (including CLERP 9 amendments) and other related best practice guidelines. The Board's philosophy is to adopt principles, practices and
recommendations that are in the best interests of Wattyl's stakeholders.
Consistent with the ASX Best Practice Recommendations, Wattyl's corporate governance practices are regularly reviewed and are available in
the Corporate Governance section on Wattyl's website www.wattyl.com.au.
An outline of the main Corporate Governance Principles and Practices Wattyl has had in place during the year is set out below.
Board Mission and Responsibilities
The role of the Board is to provide strategic direction and good governance of the company. The Board also reviews the company’s control
and accountability framework.
The directors are responsible to the shareholders for the performance of the company in both the short and the longer term and seek to
balance these sometimes competing objectives in the best interests of the company as a whole. Their focus is to enhance the interests of
shareholders and other key stakeholders and to ensure the company and its controlled entities are properly managed.
Day to day management of the company’s affairs and implementation of corporate strategy and policy initiatives are delegated by the Board to
the Managing Director and senior executives.
The Board takes ultimate responsibility for Corporate Governance. The functions reserved for the Board are to:
• review and approve corporate strategic direction, business plans, budgets and financial policies;
• oversee and monitor organisational performance and reporting including approval of the annual and half-year financial reports and liaison
with the company’s auditors;
• select, monitor and evaluate the Managing Director and oversee and monitor the performance of other senior management;
• approve and monitor the progress of major capital expenditure, capital management, and major corporate initiatives;
• oversee risk management policies, practice and performance;
• oversee compliance and governance policies and practices and ensure the Company’s business is conducted legally, ethically and
responsibly;
• regularly assess the objectives, composition and performance of the Board, its sub-committees and each of its members; and
• represent the interests of and report to shareholders.
Established procedures at Board, Corporate and Business Unit level are designed to safeguard the company’s assets and interests as well as
ensuring the integrity of its reporting. These include accounting, financial reporting and internal control policies and procedures, which are set
by the Board. To ensure an efficient and timely reporting process, the Board meets at least 10 times a year. The Board receives regular and
detailed monthly and financial reports in the format agreed to by the Board.
The company’s Board responsibilities as set out above comply with ASX Corporate Governance Recommendation 1.1.
Board Composition
The Board presently consists of six (6) directors, four (4) of whom are non-executive directors, the fifth director being the Managing Director
and the sixth being the Finance Director. The Chair is an independent director who has been elected by the full Board. It is the policy of the
Board that the majority of its members are independent non-executive directors.
Seeking Election or
Director First Appointed Non-executive Independent Re-election at 2008 AGM
John Ingram (Chairman) 2001 yes yes no
John Nolan (Managing Director) 2005 no no n/a
Urs Meyerhans (Finance Director) 2004 no no no
Michael Brown 2003 yes yes no
Patricia Akopiantz 2005 yes yes yes
Mark Luby 2007 yes yes no
The Board has two (2) executive directors, the Managing Director and the Finance Director, who both have a contract of employment with the
company that sets out their respective job descriptions.
The contracts of employment for the Managing Director and the Finance Director comply with ASX Corporate Governance Recommendation 1.1.
The Board is cognisant of the need to have Board members with a mix of different abilities and experience who will make a positive
contribution to the company. The composition of the Board is structured to provide expertise in all facets of management and corporate
governance. Wattyl believes the Board should be an active partner with management in delivering value to shareholders. Board members from
time to time as requested provide advice and counsel to management on a range of strategic and organisational matters. With the exception of
the Audit and Organisation & Remuneration committees, the full Board, during the year and where necessary, acted as a committee on all
other matters which are not otherwise dealt with as usual Board business.
Details of the Board of Directors are provided on page 17. The composition of the sub-committees of the Board is provided on page 21.
The composition of the Board as set out above complies with ASX Corporate Governance Recommendations 2.1, 2.2 and 2.3.