Corporate Governance Statement
The Directors are responsible for the Corporate Governance practices of the Company. These practices are being progressively developed, having regard to the most suitable and effective procedures applicable to the Company.
The main Corporate Governance practices in operation by the Company are:-
The Board of Directors
The Board's charter is that it should:
- be comprised of at least 3 Directors;
- be made up of a majority of Independent Non-Executive Directors;
- be comprised of Directors with a broad range of skills, qualifications and experience appropriate to the Company's operations;
- meet on a regular basis; and
- maintain constant on-going communication of activities between Directors so that all Directors are fully informed of the Company’s business and so as to be possessed of all the necessary information required to make decisions by Resolutions of the Board.
Duties and Responsibilities of Directors
On the date on which this Report of the Directors is made out, the Board consisted of 3 Directors, the Chairman of which is an Executive Director and the other 2 are Independent Non-Executives. Details of the Directors are set out at the commencement of this Directors’ Report.
The primary responsibilities of the Board include:
- the approval of the annual Financial Statements;
- establishment of long term goals of the Company and strategic plans to achieve those goals;
- the review and adoption of annual budgets for the financial performance of the Company, monitoring the results on a regular basis;
- ensuring that the Company abides by ASX listing rule disclosure requirements;
- ensuring that all management, employees and consultants abide by a high standard code of conduct befitting a listed corporation;
- ensuring that the Company abides strictly by Environmental Regulations affecting its operations in the minerals exploration and development industry; and
- ensuring that the Company has implemented adequate systems of internal controls together with appropriate monitoring of compliance activities.
Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 30 June 2009.
Board Composition
The skills, experience and expertise relevant to the position of each Director who is in office at the date of the Annual Report and their term of office are detailed in the Directors’ Report.
The names of independent Directors of the Company are:
- Warren Staude
- Garry Plowright
When determining whether a Non-Executive Director is independent the Director must not fail any of the following materiality thresholds:
- less than 10% of Company’s Shares are held by the Director and any entity or individual directly or indirectly associated with the Director;
- none of the Directors’ income or the income of an individual or entity directly or indirectly associated with the Director is derived from a contract with any member of the Company other than income derived as a Director of the Company. Independent Directors have the right to seek independent professional advice in the furtherance of their duties as Directors at the Company’s expense. Written approval must be obtained from the Chairman prior to incurring any expense on behalf of the Company.
|
