The Company has adopted systems of control and accountability in order to implement and maintain a culture of good corporate governance both internally and in its external dealings.
To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by the ASX Corporate Governance Council (“Recommendations“).The Company does not consider that it is appropriate at this time to adopt all the Recommendations given the current size and the scale of its operations. As the Company’s operations develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.
The Company’s main corporate governance policies and practices are outlined below. Copies of the Company’s corporate governance policies are available below.
Board of Directors and Composition of the Board
The Board is responsible for corporate governance of the Company and for protecting the rights and interests of Shareholders. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives.
The Board’s responsibilities include:
- developing initiatives for asset growth and profit;
- reviewing the corporate, commercial and financial performance of the Company on a regular basis;
- acting on behalf of, and being accountable to, the Shareholders; and
- identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.
The Board has a separately constituted Audit and Risk Committee and a Remuneration and Nomination Committee.
Composition of the Board
The Board comprises 3 Directors. The names, qualification and relevant experience of each Director are set out in Section 5.1. There is no requirement for any Director’s shareholding qualification.
As the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately govern the Company’s activities determined within the limitations imposed by the Constitution. The Board has separately constituted a Remuneration and Nomination Committee.
Identification and management risk
The Audit and Risk Committee will identify and manage risk in conjunction with the Board including compliance with risk management policies.
Independent professional advice
Subject to the Chair’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.
Details regarding the remuneration of the Directors is set out in Section 8.6.
The Remuneration and Nomination Committee is responsible for reviewing and negotiating the compensation arrangements of Directors and senior executives and reviewing and recommending remuneration strategies and policies.
The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel and employees. The policy prohibits any dealing in securities if a person possesses inside information and otherwise generally prohibits dealing during certain closed periods. A process is outlined for prior written clearance to trade for key management personnel generally and for employees during a closed period.
The Company has an Audit and Risk Committee. This Committee monitors and reviews any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.