The primary responsibility for the Board is to represent and advance Shareholder's interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability. The Company has adopted the ASX Corporate Governance Principles and Recommendations with some amendments where applicable after giving consideration to the Company's size and the resources it has available. As the Company's activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.
A summary of the Company's key policies follows.
- 14.1 Board and Senior Executive Evaluation
- The Board considers the ongoing development and improvement of its own performance as critical input to effective governance. The Board undertakes an annual evaluation of its effectiveness as a whole. The Chairman reviews the individual performance of each Board member annually. All senior executives of the Company are subject to an annual performance evaluation. Each year, senior executives establish a set of performance targets with her or his superior. These targets are aligned to overall business goals and requirements of the position. In the case of the Managing Director, these targets are established between the Managing Director and the Board.
- 14.2 Code of Conduct
- The Board, management and all employees of the Company are committed to implementing the Company's core principles and values as stated in the Code of Conduct when dealing with each other and with customers, suppliers, government authorities, creditors and the wider community.
- The Company is dedicated to delivering outstanding performance for investors and employees. The Company aspires to be a leader in its field while operating openly, with honesty, integrity and responsibility and maintaining a strong sense of corporate social responsibility. In maintaining its corporate social responsibility the Company will conduct its business ethically and according to its values, encourage community initiatives, consider the environment and ensure a safe, equal and supportive workplace.
- 14.3 Continuous Disclosure
- In accordance with the ASX Listing Rules, the Company will immediately notify the ASX of information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities.
- The only exception to this requirement is where the ASX Listing Rules do not require such information to be disclosed.
- Upon confirmation of receipt from the ASX, the Company will post all information disclosed to ASX on its website.
- 14.4 Non-executive Directors Remuneration
- Non-executive Directors are paid their fees out of the maximum aggregate amount of $500,000 approved by shareholders for the remuneration of Non-Executive Directors. The sum each Non-Executive Director is paid is determined by the Board from time to time. Additional fees may be paid for participation on Board Committees, however, the total fees paid to Non-Executive Directors, including fees paid for participation on Board Committees, are kept within the total amount approved by shareholders.
- 14.5 Selection and Appointment of New Directors
- Candidates for the Board are considered and selected by reference to a number of factors which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within the Company's scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities. Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.
- 14.6 Risk Management
- Risk recognition and management are viewed by the Company as integral to the Company's objectives of creating and maintaining shareholder value, and the successful execution of the Company's objectives.
- There are a range of specific risks that have the potential to have an adverse impact on the Company's business. The Company has developed a framework for an audit and risk management policy and internal compliance and control system which covers organisational, financial and operational aspects of the Company's affairs.
- 14.7 Share Trading
- The Company recognises that directors, officers and employees may hold securities in the Company and that most investors are encouraged by these holdings. It is the responsibility of the individual director, officer or employee to ensure that any trading by the director, officer or employee complies with the Corporations Act 2001, the ASX Listing Rules and the Company's Share Trading Policy. This includes consultants who have access to, or are involved with confidential information and a director's family and support staff. A breach of this policy may lead to disciplinary action. It may also be a breach of the law.
- The Company has established procedures and protocols to be complied with if a director, officer or employee wishes to trade in the Company's securities.
- 14.8 Senior Executives Remuneration
- The Company is committed to remunerating its senior executives in a manner that is market competitive, consistent with best practice and supports the interests of shareholders. Consequently, senior executives' remuneration consists of a fixed salary, statutory superannuation and, subject to the terms of their engagement, mobile phone expenses. All reasonable out of pocket expenses incurred by the senior executive in connection with the performance of duties on behalf of the Company will be reimbursed.
- 14.9 Shareholder Communication Policy
- The Board aims to ensure that shareholders are informed of all major developments affecting the Company. All shareholders receive the Company's annual report, and may also request copies of the Company's half-yearly and quarterly reports. The Board also encourages full participation of shareholders at the Company's annual general meeting. In addition, the Company maintains a website which is regularly updated.
- 14.10 Board Charter
- The Board has adopted a list of matters required to be brought before the Board of Directors for approval. This provides an important means of dividing responsibility between the Board and management, assisting those affected by corporate decisions to better understand the respective accountabilities and contributions of the Board and the Senior Executives.
- 14.11 Diversity
- The Company encourages diversity in employment throughout the Company and in the composition of the Board, as a mechanism to ensure that the Company is able to draw on a variety of skill, talent and previous experiences in order to maximise the Company's performance. The Company's Diversity Policy has been implemented to ensure the Company has the benefit of a diverse range of employees with different skills, experience, age, gender, race and cultural backgrounds, and that the Company reports its results on an annual basis in achieving measurable targets which are set by the Board as part of implementation of the Diversity Policy.