The Company is committed to the pursuit of creating value for shareholders, while at the same time meeting shareholders’ expectations of sound corporate governance practices. As with all its business activities, the Company is proactive in respect of corporate governance and puts in place those arrangements which it considers are in the best interests of shareholders, and consistent with its responsibilities to other stakeholders.
The Board determines the corporate governance arrangements of the Company.
This statement discloses the Company’s adoption of the Corporate Governance Principles and Recommendations (3rd edition) (the “Principles”) released by the Australian Securities Exchange Corporate Governance Council in March 2014, effective 1 July 2014. The Principles can be viewed at www.asx.com.au. The Principles are not prescriptive; however, listed entities (including the Company) are required to disclose the extent of their compliance with the Principles, and to explain why they have not adopted a Principle (the ‘if not, why not’ approach). The Principles have operated throughout the year unless otherwise indicated.
The table at the end of this statement provides cross references between the disclosures and statements in this Corporate Governance Statement and the relevant Principles.
The Directors must act in the best interest of the Company and in general are responsible for, and have the authority to determine, all matters relating to the policies, management and operations of the Company.
The Board’s responsibilities, in summary, include:
Day to day management of the Company and implementation of Board policies and strategies has been formally delegated to senior executives and management. It is the responsibility of the Board to oversee the activities of management in executing delegated tasks. In particular, the Board has delegated management responsibility for:
The Board currently comprises two non-executive Directors and two executive Directors with a broad range of skills, expertise and experience, and all of whom add value to the operation of the Board. Given the Company’s current stage of development, the Board considers its structure effectively and efficiently meets the Company’s requirements.
In considering new candidates, the nomination committee (presently the full Board) evaluates the range of skills, experience and expertise of the existing Board in accordance with the Company’s Board skills matrix. In particular, the nomination committee identifies the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent Directors on the Board. Reference is made to the Company’s size and operations as they evolve from time to time.
All Directors are required to consider the number and nature of their directorships and calls on their time from other commitments.
The following directors are considered by the Board to be independent directors:
Malcolm Carson – Non-executive Chairman, appointed 11 August 2016
David Fawcett – Non-executive Director, appointed 9 December 2016
The independence of Directors is important to the Board. Independence is determined by objective criteria acknowledged as being desirable to protect investor interests and optimise value to investors.
The Board regularly assesses the independence of its Directors. In determining the status of a Director, the Company considers that a Director is independent when he or she is independent of management and free of any business or other relationship (for example a significant shareholding) that could materially interfere with, or could reasonably be perceived to interfere with the exercise of unfettered and independent judgement. The Company’s criteria for assessing independence are in line with standards set by the Principles.
The appointment and removal of Directors is governed by the Company’s constitution. Under the Constitution the Board must comprise of a minimum of three Directors. The nomination committee is responsible for selecting and approving candidates to fill any casual vacancies that may arise on the Board from time to time.
Directors who have been appointed to fill casual vacancies, other than the Managing Director, must offer themselves for re-election at the next annual general meeting of the Company. In addition, at each annual general meeting, at least one Director, other than the Managing Director, must be a candidate for re-election and no Director, other than the Managing Director, shall serve more than three years without being a candidate for re-election.
In making decisions regarding the appointment of Directors, the Board assesses the appropriate mix of skills, experience and expertise required by the Board and assesses the extent to which the required skills and experience are represented on the Board. When a vacancy exists, the Board determines the selection criteria based on the skills deemed necessary. The Board identifies potential candidates, and if appropriate, will utilise an external consultant to assist in identifying potential candidates. The Board then appoints the most suitable candidate.
The composition of the Board is to be reviewed regularly against the Company’s Board skills matrix prepared and maintained by the Board to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.
The Board will undertake appropriate background checks and screening checks prior to nominating a Director for election by shareholders and provides to shareholders all material information in its possession concerning the Director standing for election or re-election in the explanatory notes to accompany the notice of meeting. New Directors will participate in an induction program to assist them to understand the Company’s business and the particular issues it faces.
The Board collectively has the right to seek independent professional advice as it sees fit. Each Director individually has the right to seek independent professional advice, subject to the approval of the Chairman. All Directors have direct access to the Company Secretary.
Directors also have complete access to the senior management team. In addition to regular reports by senior management to the Board meetings, Directors may seek briefings from senior management on specific matters and are entitled to request additional information at any time when they consider it appropriate.
The Board generally operates as a whole across the range of its responsibilities but, to increase its effectiveness, uses committees where closer attention to particular matters is required given the nature and scale of the Company’s operations.
The Board maintains two Board Committees covering Remuneration and Nomination, and Audit and Risk. Details regarding the number of Board and committee meetings held during the year and the attendance of each member is set out in the Annual Report.
The charter of each Board Committee must be approved by the Board and reviewed following any applicable regulatory changes.
As and when it is required a Remuneration and Nomination Committee will be established by resolution of the Board. Given the Company’s size and stage of development, the Remuneration and Nomination Committee is comprised of the Board as a whole.
The Remuneration Committee advises the Board on remuneration and incentive policies and practices. It makes specific recommendations on remuneration packages and other terms of employment for Non-Executive and Executive Directors and senior executives.
Any increase in the maximum remuneration of Non-Executive Directors is the subject of shareholder resolution in accordance with the Company’s constitution, the Corporations Act and the ASX Listing Rules, as applicable. The apportionment of Non-Executive remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director.
The Board may award additional remuneration to Non-Executive and Executive Directors called upon to perform extra services or undertake special duties on behalf of the Company.
As and when it is required an Audit and Risk Committee will be established by resolution of the Board. Given the Company’s size and stage of development, the Audit and Risk Committee is comprised of the Board as a whole.
The main responsibilities of the Audit and Risk Committee are to:
The Committee reviews the performance of the external auditors on an annual basis. A representative of the committee meets with the auditors during the year to discuss the external audit plan, any significant problems that may arise, and to review the fees proposed for the audit work to be performed.
Any written matters raised by the auditors are discussed and dealt with at full Board meetings. The auditors, by request, may attend committee and Board meetings to discuss any matter that they believe warrants attention by the Board. The auditors also attend shareholder meetings of the Company.
The Company has a documented performance evaluation policy. The Chairman has undertaken a formal performance evaluation of the Board, its Committees and its individual Directors. At an informal level, the Chairman frequently consults in each reporting period with the other Directors seeking guidance on ways in which the Board as a whole, as well as each individual Director, can improve its contribution and performance to the execution by the Board of its responsibilities.
The performance of the Managing Director is reviewed by the Chairman in consultation with other non-executive directors.
The performance of the Company’s senior executives is reviewed by the Managing Director as part of the annual remuneration review process and reported to the Remuneration Committee.
Remuneration levels are competitively set to attract and retain appropriately qualified and experienced personnel.
Performance, duties and responsibilities, market comparison and independent advice are all considered as part of the remuneration process. The total remuneration paid to Directors and key management personnel for the reporting period is set out in the Remuneration Report.
Directors’ fees are reviewed annually and are benchmarked against fees paid to Directors of similar organisations. Directors are not provided with retirement benefits other than statutory superannuation and do not participate in employee incentive schemes although they may be granted options as set out in the Directors' Report of the Annual Report.
To ensure that the Company’s senior executives properly perform their duties, the following procedures are in place:
The Company has a formalised risk management framework encompassing market, financial, liquidity and corporate governance risk. The identification and effective management of risk, including calculated risk taking is viewed as an essential part of the Company’s approach to creating long term shareholder value. Compliance with risk management policies is monitored by the Board.
Integrity, ethical standards and compliance
The Company has adopted a formal Code of Conduct for its Directors and employees. The Code seeks to set the standards for dealing ethically with employees, investors, customers, regulatory bodies and the financial and wider community, and the responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour.
The Company is committed to being a good corporate citizen within all jurisdictions that it undertakes its business activities, and the Board has undertaken to ensure that the Company implements:
Directors are provided with Board reports in advance of Board meetings which contain sufficient information to enable informed discussion of all agenda items.
The Board has the responsibility for the integrity of the Company’s financial reporting. To assist the Board in fulfilling its responsibility, the processes discussed above have been adopted with a view to ensuring that the Company’s financial reporting is a truthful and factual presentation of the Company’s financial performance and position.
The Company has in place a formal Securities Trading Policy which regulates the manner in which Directors and staff involved in the management of the Company can deal in Company securities. It requires that they conduct their personal investment activities in a manner that is lawful and avoids conflicts between their own interests and those of the Company and contains all contents suggested in the ASX Corporate Governance Principles and Recommendations.
The policy specifies trading blackouts as the periods during which trading securities cannot occur.
Trading is always prohibited if the relevant person is in possession of non-public price sensitive information regarding the Company. A copy of the current Security Trading Policy is available on the Company’s website.
The Board has adopted a Diversity Policy which describes the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Company performance. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees. The Diversity Policy outlines the process by which the Board may set measurable objectives to achieve the aims of its Diversity Policy. The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of any diversity objectives.
The Company actively values and embraces the diversity of its employees and is committed to creating an inclusive workplace where everyone is treated equally and fairly and where discrimination, harassment and inequity is not tolerated. The Company is committed to fostering diversity at all levels. However, due to the Company’s current stage of development, measurable objectives have yet to be set.
The Company has continued its emphasis on health and safety in the workplace with the aim of ensuring that people achieve outcomes in a safe manner, thereby contributing to operational effectiveness and business sustainability.
During the reporting period there were no reported environmental incidents and no Lost Time Injuries (LTIs).
The Company is committed to providing relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the ASX continuous disclosure regime.
The Board complies with the following processes to ensure that information is communicated to shareholders and the wider market:
Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as Directors of the Company. Such information must be sufficient from time to time in light of changing circumstances and economic conditions. The Directors recognise that mineral exploration is an inherently risky business and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.
Corporate Governance Statement
Audit and Risk Committee Charter
Board Skills Matrix
Code of Conduct
Continuous Disclosure Policy
Performance Evaluation Policy
Remuneration and Nomination Committee Charter
Risk Management Policy
Selection and Rotation of External Auditors Policy
Shareholder Communications Strategy
Securities Trading Policy