Corporate Governance

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance.  The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.  To the extent they are applicable, the Company has adopted the Ten Essential Corporate Governance Principles and Best Practice Recommendations as published by ASX Corporate Governance Council.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

The Objectives of the Board
The Board’s key objectives are to:

  • increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company’s shareholders; and
  • ensure the Company is properly managed.

The Board has primary responsibility to shareholders for the welfare of the Company by guiding and monitoring the business and the affairs of the Company and determining the vision and objectives of the Company. 

The Company recognises the importance of the Board in providing a sound base for good corporate governance in the operations of the Company.

The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to the Company.

The Board will at all times act in accordance with all relevant Company policies.

Each of the directors, when representing the Company, must act in the best interests of shareholders of the Company and in the best interests of the Company as a whole.

The Responsibilities of the Board
The Board’s responsibilities include:

  1. supervising the Company’s framework of control and accountability systems to enable risk to be assessed and managed;
  2. ensuring the Company is properly managed;
  3. approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
  4. approving the annual budget;
  5. monitoring the financial performance of the Company;
  6. approving and monitoring financial and other reporting;
  7. providing overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company;
  8. appointing the external auditor and the appointment of a new external auditor when any vacancy arises, provided that any appointment made by the Board must be ratified by shareholders at the next AGM of the Company;
  9. liaising with the Company’s external auditors; and
  10. monitoring and ensuring compliance with all of the Company’s legal obligations, in particular those obligations relating to the environment, native title, cultural heritage and occupational health and safety.

Adopted Charters, Policies and Codes
The Company has adopted:

  • Audit Committee Charter;
  • Policy and Procedure for Selection and Appointment of New Directors;
  • Remuneration Committee Charter;
  • Code of Conduct;
  • Policy for Dealing in Company Securities;
  • Disclosure Policy and Communications Strategy; and
  • Risk Management Policy.

There is no separate Audit Committee or Remuneration Committee. Due to the small size and structure of the Board, separate committees are not considered to add any efficiency. When considering financial matters and matters of remuneration, the Board functions in accordance with its Audit Committee Charter and Remuneration Committee Charter respectively.