This summary identifies the key corporate governance policies and practices adopted by the Board.  The Board is committed to ensuring continued investor confidence in the operations of the Company and in maintaining high standards of corporate governance in the performance of their duties.

Corporate Governance Statement
 

The role of the Board

The role of the Board is to provide strategic guidance to the Company (and its related bodies corporate), effective oversight of management and to provide a sound base for a culture of good corporate governance within the Company. 

The Board will always retain ultimate authority over the management and staff of the Company and its related bodies corporate. 

In performing its role, the Board should act, at all times:

(a) in recognition of its overriding responsibility to act honestly, fairly and in accordance with the law in serving the interests of the Company, its shareholders, as well as its employees, customers and the community;

(b) in a manner designed to create and continue to build sustainable value for shareholders;

(c) in accordance with the duties and obligations imposed upon them by the Company’s constitution and applicable law; and

(d) with integrity and objectivity, consistently with the ethical, professional and other standards set out in the Company’s corporate governance policies.

 

Responsibilities of the Board

The responsibilities of the Board include:

(a) representing and serving the interests of Shareholders by overseeing and appraising the Company’s strategies, policies and performance;

(b) protecting and optimising the Company’s performance and building sustainable value for Shareholders;

(c) setting, reviewing and monitoring compliance with the Company’s values and governance framework; and

(d) ensuring that Shareholders are kept informed of the Company’s performance and major developments.

 

Composition of the Board

Under the Company’s constitution, the minimum number of Directors is three and the maximum number is twelve.  Upon listing on the ASX, the Board will be comprised of four Directors.  The Directors consider the size and composition of the Board is appropriate given the current size and status of the Company.

Each Director is bound by all of the Company’s charters, policies and codes of conduct.  If the Board determines it is appropriate or necessary, they may establish committees to assist in carrying out various responsibilities of the Board.  Such committees will be established by a formal charter.

The Board delegates the management of the Company’s business and day to day operation to the Managing Director who is authorised, in turn, to delegate such powers conferred on him or her to members of the senior management group and/or consultants. 

The Board seeks to nominate persons for appointment to the Board who have the qualifications, experience and skills to augment the capabilities of the Board.

 

Independence of Directors

The Board considers the issue of independence with regard to a set of questions outlined in the Board charter.

 

Independent professional advice

The Directors are entitled to seek independent professional advice at the Company’s expense on any matter connected with the discharge of their responsibilities.  Such advice may be sought in accordance with the procedures set out in the Board charter.

 

Securities trading policy

The Company has adopted a formal policy for dealing in the Company’s Securities by Directors and employees and their related entities (in accordance with ASX Listing Rule 12.9).  The securities trading policy regarding allowable dealings is that those persons should:

(a) not deal in the Company’s securities while in possession of price sensitive, non-public information; and

(b) only trade in the Company’s securities after receiving clearance to do so from a designated clearance officers, where clearance may not be provided in defined ‘blackout periods’. 

Securities trading policy

 

Remuneration policy

The Company has adopted a remuneration policy designed to promote superior performance and long term commitment to the Company. 

Remuneration packages may contain any or all of the following:

(a) annual base salary;

(b) Options – the Company has issued Incentive Options to Directors; and

(c) other benefits, such as holiday leave, sickness benefits, superannuation payments and long service benefits.

Remuneration of executives will be reviewed annually by the Board.

The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders. Non-Executive Directors are not entitled to participate in equity based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company’s shareholders

 

Continuous disclosure policy

The Company, as an ASX-listed public company, is required to disclose price sensitive information to the market as it becomes known to comply with the continuous disclosure requirements of the Corporations Act 2001 (Cth) and the ASX Listing Rules.

The continuous disclosure policy of the Company ensures that all Shareholders and investors have equal access to the Company’s information, to the extent practicable.  Price sensitive information will be disclosed by way of an announcement to ASX and placed on the Company’s website.

 

Shareholder communication

The Board strives to ensure that Shareholders are provided with full and timely information to assess the performance of the Company and its Directors and to make well-informed investment decisions.

Information is communicated to Shareholders:

(a) through the release of information to the market via ASX;

(b) through the distribution of the annual report and notice of annual general meeting;

(c) through letters and other forms of communication directly to Shareholders; and

(d) by posting relevant information on the Company’s website.

 

Ethical standards and business conduct

The Board recognises the need for Directors and employees to observe appropriate standards of behaviour and business ethics when engaging in corporate activity.  Through its code of conduct, the Board intends to maintain a reputation for integrity.  The Company’s business ethics are founded on openness, honesty, fairness, integrity, mutual respect, ethical conduct and compliance with laws. 

The standards set out in the code of conduct are required to be adhered to by officers and employees of the Company. 

Code of conduct policy

Diversity Policy

 

ASX Corporate Governance Principles and Recommendations

Where possible and having regard to the size and nature of the Company’s operations, the Board has adopted the Corporate Governance Principles and Recommendations (3rd Edition) issued by the ASX Corporate Governance Council.  As an ASX-listed entity, the Company has been required to report any departures from the principles and recommendations in its annual report.  The Company’s departures from the principles and recommendations, as at the date of admission to the Official List, are set out in the table below.

Recommendation Nature of departure Explanation for departure
1.5 Measurable objectives for achieving gender diversity have not been established or disclosed. The Company has not formally established measurable objectives for achieving gender diversity given the current stage of its operations and number of employees. The Company has however adopted a Diversity Policy which outlines the Company’s objectives in the provision of equal opportunities in respect of employment and employment conditions. The Company will review the requirement to set and report on measurable objectives for achieving gender diversity as the Company’s operations and employee numbers grow.
2.1 The Board should have a Nomination Committee. The Company has not constituted a Nomination Committee given the size of the Board and the nature and scale of the Company’s operations. The full Board carries out the role of a Nomination Committee in accordance with the Nomination Committee Charter.
2.4 The majority of the Board should be independent directors The Board considers that its current composition is appropriate given the current size and stage of development of the Company and allows for the best utilisation of the experience and expertise of its members. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
2.5 The Chairman should be an independent director The Chairman, Mr Martin Pyle, is not considered to be an independent Director due to his relationship with Shareholder Aurora Minerals Limited. Notwithstanding this, the Directors believe that Mr Pyle will be able to, and will make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board.
4.1 The Board should have an Audit Committee. The Board does not have a separately constituted Audit Committee given the size of the Board and the nature and scale of the Company’s operations. The Board as a whole fulfils the functions normally delegated to the Audit Committee as detailed in the Audit Committee Charter.
7.1 The Board should have a committee to oversee risk. The Board has not constituted a Risk Committee given the size of the Board and the nature and scale of its activities. The Board as a whole is responsible for the oversight of the Company’s risk management and internal compliance and control framework. Following admission to quotation, responsibility for control of risk management will be delegated to the appropriate level of management within the Company, with the Managing Director having ultimate responsibility to the Board for the risk management and internal compliance and control framework.
8.1 The Board should have a Remuneration Committee. The Board does not have a separately constituted Remuneration Committee given the size of the Board and the nature and scale of the Company’s operations. The Board as a whole fulfils the functions normally delegated to the Remuneration Committee as detailed in the Remuneration Committee Charter.