As an integral part of its preparations to list on the Australian Securities Exchange (“ASX”), the Company
has considered and set up a framework for embracing the ASX Corporate Governance Principles and
Recommendations (2nd Edition) (“Recommendations”). The Company has followed each of the
Recommendations where the Board has considered the practices appropriate, taking into account
factors such as size of the Company and the Board, the resources available to the Company and the
activities of the Company. Where, after due consideration the Company’s corporate governance
policies depart from the Recommendations, the Board has outlined the nature of, and reason for, the
adoption of its own practice.
The Board sets out below its “if not why not” report in relation to those matters of corporate governance
where the Company’s practices depart from the Recommendations. It is noted that given the Company
has only recently been incorporated some of the Recommendations have not yet been applicable to
the Company (i.e. annual reporting requirements) however will be considered by the Board as required.
As the Company’s activities develop in size, nature and scope, further consideration will be given by the
Board to the implementation of additional corporate governance structures.
| 1.1 Companies should establish the functions
reserved for the board and those delegated to
senior executives and disclose those functions.
Satisfied. |
The Directors have adopted a Board Charter
which outlines the role of the Board.
Executive Director Consultancy Agreements
outline functions of the executive directors.
Non-executive Director appointment letters
outline the terms and conditions of non-executive
director appointments.
As the Company recruits additional
management, the roles and responsibilities of
these persons will be considered and
documented. |
| 1.2 Companies should disclose the process for
evaluating the performance of senior
executives. |
Not currently applicable.
Other than the Directors the Company does not
currently employ any senior executives. The full
Board will be responsible for the appointment
and will regularly review the performance of
senior executives having regard to the
Nomination and Remuneration Charters. |
| 1.3 Companies should provide the information
indicated in the Guide to reporting on
Principle 1 outlined in the Recommendations. |
Satisfied.
Board Charter
Available - Click here for PDF download |
| 2.1 A majority of the board should be independent
directors. |
Not satisfied.
Currently there is only one independent director
and four non-independent directors.
The Board has been
structured such that its
composition and size will enable
it to effectively
discharge its responsibilities and duties.
Each
Director has the relevant industry experience and
specific expertise relevant to the Company’s
business and
level of operations.
The Board considers that its structure is, and will
continue to be, appropriate in the context of the
Company’s recent history. The Company
considers
that the non-independent directors
possess the skills
and experience suitable for
building the Company.
Furthermore, the Board
considers that in the current
phase of the
Company’s operations, the Company’s
shareholders are better served by directors who
have a vested interest in the Company. The
Board
intends to reconsider its composition as the
Company’s operations evolve, and may appoint
additional independent directors as it deems
appropriate. |
| 2.2 The chair should be an independent director. |
Not satisfied.
While the Board recognises the importance of
independence in decision making, it does not
comply with Recommendation 2.2 as Mr Byrt (the
Chairman) is a substantial shareholder of the
Company. The Board believes that Mr Byrt is the
most appropriate person for the position as
Chairman because of his experience and
knowledge of the Company’s mineral projects. |
| 2.3 Roles of chair and chief executive officer should
not be exercised by same individual. |
Satisfied.
The role of chairperson of the Board is and the
CEO (Managing Director) are not exercised by
the same person with Mr Basso-Brusa appointed
as Managing Director and Mr Byrt as chairman of
the Board. |
| 2.4 The board should establish a nomination
committee. |
Not satisfied.
The Company does not have a separate
Nomination Committee and the full Board will
consider the matters and issues arising that would
usually fall to the nomination committee in
accordance with the Nomination Committee
Charter. The Company has adopted a
Nomination Committee Charter setting out the
board processes to raise the issues that would
otherwise be considered by the Nomination
Committee. The Board considers that at this
stage, no efficiencies or other benefits would be
gained by establishing a separate nomination
committee. |
| 2.5 Companies should disclose the process for
evaluating the performance of its board, its
committees and individual directors. |
Not satisfied.
The Company has not yet established formal
performance review measures or induction
procedures for key executives nor has it
established a separate nomination committee
given the size and stage of the Company’s
operations. The full Board will review the
performance of Directors and key executives on
a regular basis. |
| 2.6 Companies should provide the information
indicated in the Guide to reporting on
Principle 2 outlined in the Recommendations. |
Not currently applicable.
The Company is yet to prepare an Annual Report
however intends to incorporate all information as
required.
The Company’s Nomination Committee Charter
is Available - Click here for PDF download |
| 3.1 Companies should establish a code of conduct
and disclose the code or a summary of the
code. |
Satisfied.
Code of conduct
Available - Click here for PDF download |
| 3.2 Companies should establish a policy
concerning trading in company securities by
directors, senior executives and employees,
and disclose the policy or a summary of that
policy. |
Satisfied.
Trading in securities policy
Available - Click here for PDF download |
| 3.3 Companies should provide the information
indicated in the Guide to reporting on
Principle 3 outlined in the Recommendations. |
Satisfied.
Available - Click here for PDF download |
| 4.1 The board should establish an audit committee. |
Satisfied.
An audit committee has been established. |
| 4.2 The audit committee should be structured such
that it:
• Consists only of non-executive directors;
• Consists of a majority of independent
directors;
• Is chaired by an independent chair,
who is not the chair of the board;
• Has at least three members. |
Not satisfied.
The audit committee currently consists of two
members with only one being a non-executive
director. The Chairman of the Board is not the
Chairman of the Audit Committee. The Board
notes that ASX Corporate Governance Council
recommends the audit committee have at least
three members with the majority being
independent non-executive directors however
considering the current size of the Company and
composition of the Board, the Board considers
the current audit committee size is sufficient at
this stage. |
| 4.3 The audit committee should have a formal
charter. |
Satisfied.
Available - Click here for PDF download |
| 4.4 Companies should provide the information
indicated in the Guide to reporting on
Principle 4 outlined in the Recommendations. |
Not currently applicable. The Company is yet to
prepare an Annual Report however intends to
incorporate all information as required.
The Company’s Audit Committee Charter is
Available - Click here for PDF download |
| 5.1 Establish written policies and procedures
designed to ensure compliance with ASX Listing |
Satisfied.
Continuous disclosure policy and Securities
Rule disclosure requirements and to ensure
accountability at senior executive level for that
compliance and disclose these policies.
trading policy
Available - Click here for PDF download |
| 5.2 Companies should provide the information
indicated in the Guide to reporting on
Principle 5 outlined in the Recommendations. |
Satisfied. Refer 5.1 |
| 6.1 Design and disclose a communications strategy
to promote effective communication with
shareholders and encourage their effective
participation at general meetings. |
Satisfied.
Communications with shareholders policy
Available - Click here for PDF download |
| 6.2 Companies should provide the information
indicated in the Guide to reporting on
Principle 6 outlined in the recommendations. |
Satisfied. Refer 6.1 |
| 7.1 The board or appropriate board committee
should establish and disclose policies for the
oversight and management of material
business risks and disclose a summary of those
policies. |
Satisfied.
Risk management program
Available - Click here for PDF download
The Board has considered the material risks
impacting the Company and its Shares and has
summarised these in the Company’s IPO
Prospectus. Key risks impacting the Company will
be reviewed and considered by management
and the Board on a regular basis. |
| 7.2 The board should require management to
design and implement the risk management
and internal control system to manage the
company’s material business risks and report to
it on whether those risks are being managed
effectively. The board should disclose that
management has reported to it as to the
effectiveness of the company’s management
of its material business risks. |
Not satisfied
The Company is yet to implement formal risk
management and internal control systems to
manage the Company’s material risks, given the
current stage of its operations. As its operations
grow post listing on ASX, the Board and the Audit
Committee will review and consider appropriate
risk management and internal controls to be
implemented by the Company having
consideration to the key risks identified. |
| 7.3
The board should disclose whether it has
received assurance from the CEO and the CFO
that the declaration in accordance with
section 295A of the Corporations Act is founded
on a sound system of risk management and
internal control and that the management
system is operating effectively in all material
aspects in relation to financial reporting. |
Not currently applicable.
This declaration will be disclosed in the
Company’s 2008 Annual Report. |
| 7.4 Report and disclose 7.1, 7.2 and 7.3 |
7.1 Satisfied. Refer 7.1
7.2 Not satisfied. Refer 7.2
7.2 Not currently applicable. Refer 7.3. |
| 8.1 The board should establish a remuneration
committee. |
Not satisfied.
The Company does not have a separate
Remuneration Committee and the full Board will
consider matters of remuneration, in accordance
with the Remuneration Committee Charter. The
Company has adopted a Remuneration
Committee Charter setting out the board
processes to raise the issues that would otherwise
be considered by the remuneration committee.
Due to the structure of the Board, a separate
remuneration committee is not considered to
add any efficiency to the process of determining
the levels of remuneration for the Directors and
key executives. The Board considers that it is
more appropriate that it set aside time at Board
meetings to address matter that would normally
fall to the remuneration committee.
In addition all matter of remuneration will
continue to be determined in accordance with
the Corporations Act requirements, especially in
relation to related party transactions. That is no
director will participate in any deliberations
regarding their own remuneration or related
issues. |
| 8.2 Clearly distinguish the structure of nonexecutive
directors’ remuneration from that of
executives. |
Satisfied.
Details of executive and non-executive
remuneration are outlined in the Company’s IPO
Prospectus. |
| 8.3 Companies should provide the information
indicated in the Guide to reporting on
Principle 8 outlined in the Recommendations. |
Not currently applicable
The Company is yet to prepare an Annual Report
to include required disclosures.
The Remuneration Committee Charter is
Available - Click here for PDF download |
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