BOARD OF DIRECTORS
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 those goals.
The directors are aware of their duties and responsibilities and subscribe to the Code of Conduct of the Australian Institute of Company Directors (see www.companydirectors.com.au). 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 primary role is the protection and enhancement of long term shareholder value.
The Board’s policy is to review its performance and 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.
The Board currently aims to meet at least every two months. In addition, strategy meetings and special meetings are held at such other times as may be necessary to address specific significant matters that may arise.
The directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the company.
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. Currently all matters which might properly be dealt with by certain special committees are subject to regular scrutiny at full Board meetings.
The Board of Directors recognises that the performance of the company depends on the quality of its directors and other key management personnel and, therefore, it must attract, motivate and retain appropriately qualified industry personnel.
Committees
The Board has chartered both an Audit Committee and a Remuneration Committee and directors are appointed to the Committees, from time to time, as the Board considers necessary. The Committees operate according to their own charters and provide recommendations for consideration of the full Board as required.
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.
SECURITIES TRADING
The company has a Securities Trading Policy which prohibits trading in its securities by directors, employees, contractors, or their close associates during defined periods related to the date of an announcement to the Australian Securities Exchange of any price sensitive information. This policy also requires directors, employees, 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.
SHAREHOLDERS
The Board places a high priority on communicating effectively with the company’s shareholders, and has a shareholder communication policy particularly for disclosure of information on important corporate activities or proposals.
This disclosure is through regular shareholder communications, including the annual report (mailed to shareholders when requested), quarterly reports mailed to shareholders, the company’s website and the distribution of specific announcements 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.
CONTINUOUS DISCLOSURE
The Board 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 Securities Exchange and the Australian Securities and 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.
BUSINESS RISK
Management of the company’s risk is a high priority for the Board of directors.
The directors recognise that mineral exploration is an inherently risky business and that the operational strategies adopted should, notwithstanding,
be directed towards increasing the net worth of the company.
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 that 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
• occupational health and safety, and the environment
• continuous disclosure obligations
The Board, with the assistance of its external auditors, 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.
Additionally, the Board receives regular advice from the managing director and the designated chief financial officer on internal control and risk management, and a declaration from them in accordance with section 295A of the Corporations Act on the integrity of the company’s financial statements.
EXTERNAL AUDITORS
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.
CODE OF CONDUCT
The Board has established a Corporate Code of Conduct whereby all directors, employees and contractors are expected to observe the highest ethical standards and act with the utmost integrity and objectivity in their dealings with other parties. They are expected to strive at all times to enhance the reputation and performance of the company, particularly in the communities in which it operates.
INDIGENOUS PEOPLE
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.
ENVIRONMENT
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 government requirements.
The Policy encourages transparency in regard to environmental performance and a commitment to continuous improvement of practices.
WEBSITE INFORMATION
A copy of the company’s Corporate Governance Statement in the Annual Report, together with the company’s policies on continuous disclosure, share trading, shareholder communication, the environment, and indigenous people, is listed on the company’s website.
The company’s code of conduct and its audit committee charter are also disclosed on the website.
Interested parties may refer to the website or, alternatively, request the same information by contacting the company.
Website: www.adelaideresources.com.au.
