In developing its approach to corporate governance, the Company has considered the ASX Corporate Governance Council’s 10 principles of good corporate governance and best practice recommendations.
The Company’s position on these is outlined in the following commentary:
Lay solid foundations for management and oversight
The Company has developed a Board charter, an audit charter and nomination and remuneration charter that clearly define the respective roles and responsibilities of the Board and management. As part of the Company’s policies, the Board will have input into the development of the Company’s corporate strategy, understanding and monitoring the budget and the consideration of risk factors.
The Directors have been provided with a formal letter of appointment, together with a number of documents that set out the terms and conditions of their appointment, any special duties attaching to their position, company policies on dealing with conflicts of interest, trading securities, access to professional advice and company records and documents.
Structure the Board to add value
The Board does not believe that it is warranted to have a majority of independent Directors due to the Company’s size and its focus on the exploration and evaluation of its mining tenements. The Company does have an independent chairman and there are two non-executive Directors on each of the Board committees. The Managing Director does not exercise the role as chairman. The Company has formed a nomination and remuneration committee to assess the skills, performance and remuneration of existing Directors, Board performance and set criteria for the appointment and removal of Directors. The nomination and remuneration committee comprises Ross Hutton (Chairman) and John Dunlop.
Promote ethical and responsible decision-making
The Company has developed a corporate ethics and security trading policy designed to ensure proper dealing in the company’s securities. The Company endeavours to foster a culture requiring that the Directors and officers act with the utmost integrity, objectivity and in compliance with the spirit of the law and Company policies.
Safeguard integrity in financial reporting
The Company requires that the managing director and the Chief Financial Controller provide the Board with a statement in writing that the Company’s financial reports present fairly, in all material respects, are in accordance with accounting standards, and that practices are in place to maintain confidence in the Company’s integrity.
An audit committee has been established and consists of non-executive Directors and the Company’s Chairman does not chair the audit committee. Due to the size, nature and level of complexity of the Company, the Board does not believe that it is necessary to have a majority of independent Directors on the audit committee, nor that it should consist of at least three members. The audit committee comprises of Ross Hutton (as Chairman) and John Dunlop.
Make timely and balanced disclosure
The Directors are aware of the Company’s disclosure obligations and will comply with the ASX Listing Rules including listing rule 3.1. The Company has developed a statement of corporate governance policies that contains procedures relating to timely and balanced disclosure.
Respect the rights of shareholders
The Company will regularly update its web site to promote efficient communication with its Shareholders. The auditors will be invited to attend the Company’s annual general meeting to answer Shareholders’ queries.
Recognise and manage risk
The Board will be responsible for establishing policies on risk oversight and management. The audit committee is also responsible for reviewing and managing risk and ensuring that the company has effective internal controls to deal with business processes and risk management.
The Managing Director and Chief Financial Officer will make an annual statement in writing to the Board with respect to the internal controls and the Company’s risk management policies and procedures.
Encourage enhanced performance
The remuneration and nomination committee will undertake a periodic performance evaluation of itself, the senior staff and Directors, which is outlined in the remuneration and nomination committee charter. As the Company was incorporated in June 21, no performance evaluation has yet been undertaken. Senior management are required to supply the Board with information in a form, and of a quality appropriate to enable the Board to effectively discharge its duties.
Remunerate fairly and responsibly
The Company’s remuneration policies are included in the Company’s remuneration and nomination charter. The non-executive and independent Directors will decide the procedures, polices and key performance indicators used to measure the performance of key executives and Directors. Any equity based executive remuneration may be made in accordance with thresholds approved by Shareholders and be developed over time. The remuneration and nomination committee makes recommendations to the Board on performance and remuneration.
Recognise the legitimate interests of stakeholders
The Company has developed a statement of corporate governance practices. This statement will be reviewed and updated to suit the companies changing requirements.