The Board of Directors has responsibility for the overall corporate governance of the company including strategic direction, establishment of goals for management and monitoring the achievement of these goals.
The directors are aware of their duties and responsibilities and subscribe to the Code of Conduct of the Australian Institute of Company Directors. They recognise that their primary responsibility is to the owners of the company, its shareholders, while simultaneously having regard for the interests of all stakeholders of the company and the broader community.
The Board’s policy is to review its composition on a regular basis to ensure that there is an appropriate balance of experience and skills to match the size, scope and nature of the company’s activities. When a vacancy arises, for whatever reason, or where it is considered the Board would benefit from the appointment of a director with particular skills and experience, the Board’s policy is to select potential candidates with advice from an external consultant if necessary. The most suitable candidate is then appointed subject to election at the next general meeting of shareholders.
Directors are appointed by rotation for a three year term after which they seek re-election from shareholders.
The Board currently meets every month. In addition, strategy meetings and extraordinary meetings are held at such other times as may be necessary to address specific significant matters that may arise.
The remuneration of executive and non-executive directors is reviewed by the Board with the exclusion of the director concerned. The remuneration of management and employees is reviewed by the Board and approved by the Chairman.
Remuneration levels are determined by the Board on an individual basis at reasonable but competitive market rates, with the size of the company making individual assessment more appropriate than formal remuneration policies. External advice on remuneration matters is sought whenever it is deemed necessary.
Independent
Professional Advice
Directors have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company’s expense. Prior written approval of the Chairman is required, which approval will not be unreasonably withheld.
The company does not have any formally constituted committees of the Board of Directors. It is not of a size nor are its affairs of such complexity to justify formation of separate or special committees. The Board as a whole addresses the governance aspects of the full scope of the company’s activities to ensure that it adheres to appropriate ethical standards. All matters which might properly be dealt with by special committees are subject to regular scrutiny at full Board meetings.
The company has instigated internal procedures designed to provide reasonable assurance as to the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with relevant laws and regulations. Directors receive monthly reports on the financial position of the company with performance being measured against approved budgets.
The company has a Share Trading Policy which prohibits trading in its securities by directors, employees and contractors and their close associates during defined periods related to the date of an announcement to the Australian Stock Exchange. This policy also requires directors, employees and contractors and their close associates not to trade in the company’s securities when they are in possession of any relevant information that could affect the company’s share price and which is not available to the investing public.
The policy of the company is to comply with the continuous disclosure requirements of the Australian Stock Exchange in regard to shareholders in order to keep all shareholders informed of major developments affecting the company. This disclosure is through regular shareholder communications including the Annual Report and Quarterly Reports mailed to shareholders, the company’s website and the distribution of specific releases covering major transactions or events. Directors believe these arrangements are both effective and, importantly, flexible enough to meet shareholders’ needs and expectations.
Shareholders are encouraged to exercise their right to vote, either by attending shareholders’ meetings, or by lodging a proxy. The company’s external auditors and legal advisors attend all shareholders meetings.
The Board of Directors is acutely aware of the continuous disclosure regime and the company has a Continuous Disclosure Policy to address all necessary disclosure issues and adequate corporate compliance.
The Policy, and accompanying procedures, covers the continuous disclosure requirements of the Australian Stock Exchange and the Australian Securities & Investments Commission in accordance with the Corporations Act 2001. It also includes the company’s procedures on information disclosure to external parties including stockbrokers, analysts, the media and importantly, its shareholders.
Although the company does not have formalised policies on risk management the Board is aware of its responsibility for identifying areas of significant business risk and for ensuring arrangements are in place to adequately manage these risks. This issue is regularly reviewed at Board meetings and risk management culture is encouraged amongst employees and contractors.
Determined areas of risk which are regularly considered include
performance and funding of exploration activities
budget control and asset protection
internal compliance and control systems
status of mineral tenements
land access and native title considerations
compliance with government laws and regulations
safety and the environment
The company uses the services of a major audit firm, Deloitte Touche Tohmatsu. The auditors attend all shareholder meetings and have access to the company’s directors at all times. Rotation of the external audit engagement partner occurs every five years.
The Board has established a Corporate Code of Conduct whereby all directors, employees and contractors are expected to act with the utmost integrity and objectivity in their dealings with other parties, striving at all times to enhance the reputation and performance of the company, particularly in the communities in which it operates.
The company has an Indigenous Peoples’ Policy aimed at fostering a trusting, respectful and co-operative relationship with indigenous people who may have interests in areas where the company operates. In striving for this objective it endeavours to generate frank and open communication with indigenous people and their advisors.
The company recognises the importance of sound environmental practice. It has an Environmental Policy which promotes environmental awareness by all of its employees and contractors with the objective of achieving the highest standards of environmental management by complying with and, where possible, exceeding governmental requirements.
The Policy encourages transparency in regard to environmental performance and a commitment to continuous improvement of practices.
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