CORPORATE GOVERNANCE

Composition of the Board

The Board of Directors presently consists of an executive chairman and two non-executive directors.  The directors consider the size of the Board is consistent with the size of the Company and is adequate to ensure significant issues are dealt with at Board level.  The composition of the Board is monitored to ensure it has the appropriate mix of expertise and experience.

Responsibilities of the Board

The Board of Directors is responsible for the direction and oversight of the Company’s business on behalf of the shareholders.  The Board’s most important functions include:

  • setting goals, strategies and plans for the Company’s business;
  • adopting an annual budget and monitoring the Company’s financial performance;
  • ensuring adequate internal controls exist;
  • ensuring significant business risks are identified and appropriately managed; and
  • appointing and reviewing the performance of senior management and/or parties contracted to provide management services.

Significant Business Risks

The Company is committed to the management of risks throughout its operations to protect its employees, the environment, assets and reputation.  The Board maintains an ongoing review of areas of significant risk and implements appropriate policies to reduce and minimise risks.  Such policies include insurance to reduce the financial impact of adverse events.

Remuneration

The role of the Board includes determining remuneration packages and policies applicable to senior executives and directors themselves.  This role also includes responsibility for share option schemes, incentive performance packages, superannuation entitlements, retirement and termination entitlements, fringe benefits policies and professional indemnity and liability insurance policies.

Independent Professional Advice

Each director has the right to seek independent professional advice at the Company’s expense.  Prior approval of the Chairman is required, which is not unreasonably withheld.

External Audit

The Company’s external auditor is Moore Stephens.  Moore Stephens were appointed on 15 September 2017 by resolution of the directors.  The lead audit partner is required to rotate after the December 2020 audit.

Audit Committee

The Company does not have a formally constituted Audit Committee.  All matters that are capable of delegation to such a committee are dealt with by the full Board.  The Board is responsible for reviewing the adequacy of the scope and quality of the annual statutory audit and half-year review.  The Board is responsible for the nomination of external auditors.

Ethical Standards

All directors and executives are expected to act with the utmost integrity and objectivity in the performance of their duties, striving at all times to enhance the reputation and performance of the Company.

Nomination committee

The Company does not have a formally constituted Nomination Committee. The full Board oversees the appointment and induction process for directors, and the selection, appointment and succession planning.

The Board reviews the appropriate skill mix, personal qualities, expertise and diversity of each position.  When a vacancy exists or there is a need for particular skills, the Board determines the selection criteria based on the skills deemed necessary. The Board identifies potential candidates with advice from an

external consultant.  The Board then appoints the most suitable candidate. New Board appointees must stand for election at the next general meeting of shareholders.

Diversity

The Board has not yet established a formal diversity policy to be made publicly available, and containing measureable objectives for achieving gender diversity. The Company is currently considered to be of insufficient size to warrant it.

The Company has 3 directors, including an Executive Chairman, all of whom are male. In addition, the Company currently employs (including on a consulting basis) 1 person, male, who is not in a senior executive position.

Risk Management

Oversight and management of material business risks

The Company has a management policy in place for the identification and effective management of risk. The policy provides for the management of risk by the Board and executive reports to the Board, being principally the risks involved in the Company’s main business enterprise, namely developing its gold and minerals exploration interests.

Design and implementation of systems to manage material business risks

Management has established a register of business risks and identified the material business risks affecting the Company. To the extent possible in a Company with a very small number of staff, internal controls are in place to mitigate against any material business risks. Risks of a strategic, financial and operational nature (such as ability to raise capital to fund exploration, commodity price and currency fluctuations, adequate levels of insurance, contract documentation, resourcing, and meeting financial reporting and compliance obligations) are reviewed on a regular basis by the Board.

Potential operational risks involved in running the Company are managed by the Board. Due to the size of the Company, the Board does not consider it practical to establish a separate committee to focus on these issues.

The Company Secretary and the Executive Chairman, who have overall responsibility for the implementation of the policy, report to the Board on the effective management of risk.

Compliance with Corporations Act Section 295A

The Board receives a declaration from the Executive Chairman and the Company Secretary covering the matters set out in section 295A of the Corporations Act 2001 and in accordance with the terms stipulated in Recommendation

Communication with shareholders

The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which includes identifying matters that may have a material effect on the value of the Company’s securities, including them in periodic reports to shareholders and posting them on the Company’s website. 

In summary, the Continuous Disclosure Policy operates as follows:

  • The Board interprets the Company’s policy. The Executive Chairman is responsible for all communications with shareholders. The Board follows a regular Continuous Disclosure review process, which involves monitoring all areas of the Company’s internal and external environment. Information that a reasonable person would expect to have a material effect on the value of the Company’s securities is posted to the Company’s website, included in reports to shareholders and lodged with the Australian Securities and Investments Commission.
  • The full annual report is provided via the Company’s website to all shareholders (unless a shareholder has specifically requested to receive a physical copy), including relevant information about the operations of the Company during the year, changes in the state of affairs and details of future developments.
  • The half-yearly report contains summarised financial information and a review of the operations of the Company during the period. The half-year reviewed financial report is lodged with the Australian Securities and Investments Commission and sent to any shareholder who requests it.
  • Proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of shareholders as required by the Company’s Constitution.
  • The full texts of notices of meetings and associated explanatory material are placed on the Company’s website.
  • The external auditor attends the annual general meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit.

All of the above information, including that of the previous 3 years, is made available on the Company’s website as soon as possible after public release.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals.  Important issues are presented to the shareholders as separate resolutions.  The shareholders are requested to vote on the appointment and aggregate remuneration of directors, the granting of options and shares to directors, the Remuneration report and changes to the Constitution. A copy of the Constitution is available to any shareholder who requests it.