Governance

Risk Management Policy

The Board is responsible for risk management and control and they examine and consider areas of significant business risk on an ongoing basis and implement policy to minimize exposure to these risks.

The Chairman of the Board and the Company Secretary are required to report in writing to the Board that to the best of their knowledge:

  • The financial statements of the Company for each half and full year present a true and fair view, in all material aspects, of the Company's financial condition and operational results and are in accordance with accounting standards;
  • The above statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and
  • The Company's risk management and internal compliance and control framework is operating efficiently and effectively in all material aspects.

The risk management policy of the Company will continue to be developed as its operations and risks evolve.

Continuous Disclosure Policy

The Company has adopted a continuous disclosure policy that requires all Directors, Officers and executives to inform Director, Mr Warren Gilmour, or in his absence the Company Secretary, of any potentially material information as soon as practicable after they become aware of that information.

Information is material if it is likely that the information would influence investors who commonly acquire securities on the ASX in deciding whether to buy sell or hold the Company's securities.

Mr Gilmour is responsible for interpreting and monitoring the Company's disclosure policy and where necessary informing the Board.

Mr Gilmour has been nominated as the person responsible for communications with the Australian Stock Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

Code of Conduct

The Board has adopted a Code of Conduct for Directors and Officers to promote ethical and responsible decision making.

Commitment to the Code of Conduct

The Directors and Officers of the Company are committed to implementing the Company's core principles and values as stated in this Code of Conduct.

Responsibilities to Shareholders and the Financial Community Generally

The Company aims:
(a) to increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company's shareholders and the financial community; and
(b) comply with systems of control and accountability which the Company has in place as part of its corporate governance with openness and integrity.

Responsibilities to Third Parties

The Company is to comply with all legislative and common law requirements which affect its business. The Directors and Officers of the Company have an obligation to deal in a fair and responsible manner with each of the Company's third parties.

Responsibilities to the Community

The Company will recognise, consider and respect environmental issues which arise in relation to the Company's activities and comply with all applicable legal requirements.

Responsibilities to the Individual

The Company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information.

Conflicts of Interest

The Directors and Officers must not involve themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. Where a real or apparent conflict of interest arises the matter should be brought to the attention of the Chairman as soon as possible so that it may be considered and dealt with in an appropriate manner for all concerned.

Incorporation of Code of Conduct for Directors and Officers.

All directors and officers will:

  • actively promote the highest standards of ethics and integrity in carrying out their duties for the Company.
  • disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the Company.
  • respect confidentiality of all information of a confidential nature, which is acquired in the course of the Company's business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated.
  • deal with the Company's customers, suppliers, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates.
  • protect the assets of the Company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the Company and that no property, information or position belonging to the Company or opportunity arising from these are used for personal gain or to compete with the Company.

Securities trading

The Board has adopted a policy and procedure on dealing in the Company's securities by Directors and Officer's. This policy prohibits dealing in the Company's securities when those persons possess unpublished market price sensitive information. It also requires Directors to notify Director, Mr Warren Gilmour, when trading in the Company occurs. In the case of the Mr Gilmour, he must notify all other Directors. If a Director or Officer is uncertain of the status of unpublished information, he should discuss it with Mr Gilmour before trading occurs.

Directors must also notify the Company Secretary of any trade in the Company's securities within two days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A.2 requirement to notify the ASX of any change in a notifiable interest held by a Director.

Communication with Shareholders

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights in the Company is committed to:

  • Communicating effectively with shareholders;
  • Providing shareholders with ready access to balanced and understandable information about the Company and corporate proposals; and
  • Making it easier for shareholders to participate in general meetings of the Company.

The Company's communications are intended to ensure regular and timely release of information about the Company to shareholders by way of:

  • Releases to the market via the Company Announcements Platform of ASX to comply with continuous and periodic disclosure requirements;
  • Half Yearly Reports and Annual Reports;
  • Presentations at Annual General and General Meetings;
  • Information directly provided to shareholders; and
  • Information posted on the Company's website.

The Company sees its website as an important tool for effective communication and all information disclosed to ASX is posted on the Company's website as soon as practicable after disclosure.

The Board encourages full participation of shareholders at Annual General and general meetings and uses these meetings to assist shareholders in understanding the Company's objectives and strategies in relation to its business activities.

The Board encourages shareholders to discuss Company issues with Directors and to facilitate this contact provides details of authorised Company contacts on all disseminated information.

Board Charter

Role of the Board

The role of the Board is to increase shareholder value within an appropriate framework while protecting the rights and interests of the Company's shareholders and to ensure the Company's affairs are properly managed.

Responsibility of the Board

The Board is collectively responsible for promoting the success of the Company by:

  • supervising the Company's framework of control and accountability systems to enable risk to be assessed and managed which includes but is not limited to (b) to (m) inclusively;
  • ensuring the Company is properly managed for example by:
    • appointing and removing the Chief Eexecutive Officeranaging Director of the Company;
    • ratifying the appointment and, where appropriate, the removal of the Company Secretary;
    • input into and final approval of management's development of corporate strategy and performance objectives;
    • reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
    • monitoring executives performance and implementation of strategy, and ensuring appropriate resources are available;
  • approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestures;
  • approval of the annual budget;
  • monitoring the financial performance of the Company;
  • approving and monitoring financial and other reporting, including the annual and half-year financial reports;
  • reviewing procedures and practices employed in relation to health, safety and the environment and to assess their adequacy;
  • monitoring continuous disclosure policy and procedures;
  • approving the text of any public statement or release which contains or relates to financial forecasts or material which is significant as regards Company policy or strategy;
  • convening and attend general meetings of the Company's shareholders;
  • assessing and approve the Company's response to proposed transactions which would affect shareholder's positions and rights as shareholders, and where relevant to make recommendations thereon to shareholders;
  • implementing 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;

The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities, not less than bi-monthly.

The Chairperson

The chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board's function and for briefing of all Directors in relation to issues arising at Board Meetings.

Independent Directors

The Independent Directors, along with all directors, are responsible for reviewing and challenging executive performance. They are also responsible for contributing to the development of strategy.

The Chief Executive Officer

The Chief Executive Officer is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. In carrying out his responsibilities the Chief Executive Officer must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company's financial condition and operational results.

Role and Responsibility of Management

The role of management is to support the Chief Executive Officer and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

Management is responsible for reporting material matters in the first instance to the Chief Executive Officer or if the matter concerns the Chief executive Officer then directly to the Chairman.

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