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ALBION RESOURCES LIMITED — Governance Information 2021
Apr 27, 2021
64359_rns_2021-04-27_b42410b0-3e61-44c2-b637-84bc8c9342b4.pdf
Governance Information
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Albion Resources Limited ACN 620 545 664 (Company)
Corporate Government Statement
This Corporate Government Statement is current as at 23 April 2021 and has been approved by the Board of the Company on that date.
This Corporate Government Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Board Charter and Corporate Governance Plan ( Board Charter ) which provides the written terms of reference for the Company's corporate governance duties.
Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.
The Board Charter is available on the Company's website.
| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Principle 1: Lay sold foundations for management and oversight | ||
| Recommendation 1.1 A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its Board and management; and (b) those matters expressly reserved to the Board and those delegated to management. |
Yes | The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Executive Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Executive Chair of the Board and Company Secretary, the establishment, operation and management of Board Committees, Directors' access to Board papers, details of the Board's relationship with management, details of the Board's performance review and details of the Board's disclosure policy. A copy of the Company's Board Charter is available on the Company's website. |
| Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a Director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director. |
Yes | (a) The Company has guidelines for the appointment and selection of the Board and senior executives and Directors in its Board Charter. Further, the Company's Remuneration and Nomination Committee Charter requires the Remuneration and Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a Director is required to submit their resignation. A copy of the Company's Remuneration and Nomination Committee Charter is available on the Company's website. (b) Under the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee (or, in its absence, the Board) must provide all material information in relation to a decision on whether or not to elect or re-elect a Director to securityholders. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. |
Yes | The Company's Board Charter requires that the Company have a written agreement with each Director and senior executive setting out the terms of their appointment. The Company has written agreements with each of its Directors and senior executives. |
| Recommendation 1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. |
Yes | The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary's accountable directly to the Board, through the Chair, on all governance matters and reports directly to the Chair as the representative of the Board. |
| Recommendation 1.5 A listed entity should: (a) have and discloses a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity's progress towards achieving those objectives; and (iii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined 'senior executive' for these purposes); or (B) if the entity is a 'relevant employer' under the Workplace Gender Equality Act, the entity's most recent 'Gender Equality Indicators', as defined in and published under that Act. If the entity was in the S&P / ASC 300 Index of the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its direction of each gender within a specified period. |
Partially | (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish, achieve and measure diversity objectives, including in respect of gender diversity. A copy of the Company's Diversity Policy is available on the Company's website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives and to continually monitor both the objectives if any have been set and the Company's progress in achieving them. (c) Given the small size of the Board and the nature of the Company's operations, the Board does not presently intend to set measurable gender diversity objectives because: (i) the Board does not anticipate there will be a need to appoint any new Directors or senior executives due to the limited nature of the Company's existing and proposed activities and the Board's view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company's plans; (ii) if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determine whether, given the small size of the Company and the Board, requiring specified objectives to be met will unduly limit the Company from applying the Diversity Policy as a whole and the Company's policy of appointing the best person for the job; and (iii) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined 'senior executive' for these purposes) for each financial year will be disclosed in the Company's Annual Report. |
| Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
Yes | (a) The Company's Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. (b) The Company will disclose whether or not performance evaluations were conducted during the relevant reporting period. As set out in the Remuneration and Nomination Committee Charter, the Company will complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year on an annual basis in accordance with the aboveprocess. |
| Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
Yes | (a) The Company's Board Charter provides that the Company will evaluate the performance of the Company's senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company's Board Charter. (b) The Company will disclose whether or not performance evaluations were conducted during the relevant reporting period. Under the Board Charter, the Company will complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Principle 2: Structure the Board to be effective and add value | ||
| Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members of those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and responsibilities effectively. |
Partially | (a) The Company does not presently have a Nomination Committee. However, the Company has adopted a Remuneration and Nomination Committee Charter that provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are to be independent Directors, and which must be chaired by an independent Director. (b) The Company does not presently have a Nomination Committee as the Board considers that the Company will not currently benefit from its establishment. In accordance with the Company's Board Charter, due to the size and nature of the Company, the Board performs the role of the Nomination Committee. When the Board convenes as the Nomination Committee, it carries out the duties that would ordinarily be carried out by the Nomination Committee as identified in the Company's Remuneration and Nomination Committee Charter. This includes the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (i) devoting time at least annual to discuss Board succession issues and updating the Company's Board skills matrix; and (ii) all Board members being involved in the Company's nomination process, to the maximum extent permitted under the Corporations Act and ASX ListingRules. |
| Recommendation 2.2 A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board currently has or is looking to achieve in its membership. |
Yes | Under the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee (or, in its absence, the Board) will prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this periodically to ensure the appropriate mix of skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues. The Company has a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. A copy will be available in the Company's Annual Report. Details as to each Director and senior executive's relevant skills and experience are available in the Company's Annual Report. |
| Recommendation 2.3 A listed entity should disclose: (a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position or relationship of the type described in Box 2.3 of the ASC Corporate Governance Principles and Recommendations (4thEdition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director. |
Yes | (a) The Company will disclose those Directors it considers to be independent in its Annual Report and on the Company's website. The Board considers none of the Directors are independent. (b) The Company will disclose in its Annual Report and the Company's website any instances where this applies and an explanation of the Board's opinion why the relevant Director is still considered to be independent. (c) The Company's Annual Report will disclose the length of service of each Director, as at the end of each financial year. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors. |
No | The Board currently comprises a total of three (3) directors, none of whom are considered to be independent. The Company's Board Charter provides that the Company's policy is that the majority of Directors shall be independent, non- executive Directors at a time when the size of the Company and its activities warrants such a structure. |
| Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity. |
No | The Executive Chair of the Board is not an independent Director. The Board does not currently consider that the Chair of the Board should be an independent Director given the speculative nature of the Company's business, the Company's size, and the Company's limited scale of activities. However, the Board Charter recognises that, at a time when the size of the Company and its activities warrants such a structure, the Chair of the Board should be an independent Director and should not be the ManagingDirector. |
| Recommendation 2.6 A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed toperform their role as Directors effectively. |
Yes | Under the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for the approval and review of induction. The Company will also review the need for any continuing professional development programs and procedures for Directors to ensure that theycan effectivelydischarge their responsibilities. |
| Principle 3: Instil a culture of acting lawfully, ethically and responsibly | ||
| Recommendation 3.1 A listed entity should articulate and disclose its values. |
Yes | The Company is committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company's commitment to compliance with these standards. The Company's values are set out in its Statement of Values and its Code of Conduct. A copy of the Statement of Values and the Code of Conduct is available on the Company's website. All employees are given appropriate training on the Company's values and senior executives will continually reference such values. |
| Recommendation 3.2 A listed entity should: (a) have and disclosed a code of conduct for its Directors, senior executives and employees; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of that code. |
Yes | The Company's Code of Conduct applies to the Company's Directors, senior executives and employees. Any material breaches of the Code of Conduct are reported by the Company Secretary to the Board. |
| Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the Board or a committee of the Board is informed of any material breaches reported under thatpolicy. |
Yes | Under the Company's Whistleblower Protection Policy, any material breaches of the Whistleblower Protection Policy are to be reported to the Executive Chair and Company Secretary of the Board. A copy of the Whistleblower Protection Policy is available on the Company's website. |
| Recommendation 3.4 A listed entity should: (a) have and disclosed an anti-bribery and corruption policy; and (b) ensure that the Board or a committee of the Board is informed of any material breaches of thatpolicy. |
Yes | Under the Company's Anti-Bribery and Anti-Corruption Policy, any material breaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Executive Chair and Company Secretary of the Board. A copy of the Anti-Bribery and Anti-Corruption Policy is available on the Company's website. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Principle 4: Safeguard the integrity of corporate reports | ||
| Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
Partially | (a) The Company does not presently have an Audit Committee. The Company's Audit and Risk Committee Charter provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. A copy of the Audit and Risk Committee Charter is available on the Company's website. (b) The Company does not presently have an Audit Committee as the Board consider the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, due to the size and nature of the Company, the Board performs the role of the Audit Committee. When the Board convenes as the Audit Committee, it carries out the duties that would ordinarily be carried out by the Audit Committee as identified in the Company's Audit and Risk Committee Charter. This includes the following processes to independently verify the integrity of the Company's periodic reports which are not audited or reviewed by an external auditor: (i) the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company's internal audit function and arrangements with external auditors; and (ii) all members of the Board are involved in the Company's audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting. Further, the Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) to review the appointment and removal of the external auditor. |
| Recommendation 4.2 The Board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operatingeffectively. |
Partially | Although the Company does not have a CEO or a CFO, the Executive Chair and Company Secretary will provide a declaration to the Board for each financial report and assure the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. |
| Recommendation 4.3 A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
Yes | The Company will include in its annual Corporate Governance Statement a description of the process it undertakes to verify the integrity of the information in period corporate reports (to the extent that the information contained in the reports are not audited or reviewed by an external auditor). |
| Principle 5: Make timely and balanced disclosure | ||
| Recommendation 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
Yes | The Company's Continuous Disclosure Policy provides how the Company complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules. A copy of the Continuous Disclosure Policy is available on the Company's website. |
| Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after theyhave been made. |
Yes | Under the Company's Continuous Disclosure Policy, all members of the Board will receive material market announcements promptly after they have been made. |
| Recommendation 5.3 A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of thepresentation. |
Yes | Under the Company's Continuous Disclosure Policy, all substantive investor or analyst presentations will be released on the ASX Markets Announcement Platform ahead of such presentations. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Principle 6: Respect the rights of security holders | ||
| Recommendation 6.1 A listed entity should provide information about itself and itsgovernance to investors via its website. |
Yes | Information about the Company and its governance is available on the Company's website. |
| Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
Yes | The Company's Shareholder Communications Policy aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders. A copy of the Shareholder Communications Policy is available on the Company's website. |
| Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
Yes | Security holders are encouraged to participate at all of the Company's general meetings and Annual General Meetings. Upon the despatch of any notice of meeting to security holders, the Company Secretary shall send out material stating that all security holders encouraged toparticipate at the meeting. |
| Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided byapoll rather than bya show of hands. |
Yes | All substantive resolutions of security holder meetings will be decided by a poll rather than a show of hands. |
| Recommendation 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
Yes | The Company's Shareholder Communications Policy provides that security holders can register through the Company's share registry to receive notifications from the Company electronically. Links are made available to the Company's website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretaryat first instance. |
| Principle 7: Recognise and manage risk | ||
| Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity's risk management framework. |
Partially | (a) The Company does not presently have a Risk Committee. The Company's Audit and Risk Committee Charter provides for the creation of an Audit and Risk Committee with at least three members, all of whom must be non-executive Directors, and majority of the Committee must be independent Directors. The Committee must be chaired by an independent Director who is not the Chair. (b) The Company does not presently have a Risk Committee as the Board considers that the Company will not currently benefit from its establishment. In accordance with the Company's Board Charter, due to the size and nature of the Company, the Board performs the role of the Risk Committee. When the Board convenes as the Risk Committee, it carries out the duties that would ordinarily be carried out by the Risk Committee as identified in the Company's Audit and Risk Committee Charter. This includes the processes to oversee the Company's risk management framework. The Board will regularly devote time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity's risk management framework and associated internal compliance and controlprocedures. |
| Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the Board; and (b) disclose in relation to each reporting period, whether such a review has taken place. |
Yes | (a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company's risk management framework continues to be sound and that the Company is operating with due regard to the risk appetite set by the Board. (b) The Board Charter provides that the Company will review annually its operations to update its risk appetite. The Company will disclose at least annually whether such a review of the Company's risk management framework has takenplace. |
| Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function that fact and theprocesses it employs for evaluating |
No | (a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assess the performance and objectivity of any internal audit procedures that may be in place. (b) The Company does not presently have an internal audit function. The Board considered the process employed |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| and continually improving the effectiveness of its governance, risk management and internal control processes. |
pursuant to the Audit and Risk Committee Charter and Risk Management Policy are sufficient for evaluating and continually improving the effectiveness of its risk management and internal control processes given the size and complexity of the current business. A copy of the Risk Management Policy is available on the Company's website. |
|
| Recommendation 7.4 A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
Yes | The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environment or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. The Company will disclose in its Annual Report whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. |
| Principle 8: Remunerate fairly and responsibly | ||
| Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclosure that fact and the processes it employs for setting the level and composition or remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
Partially | (a) The Company does not presently have a Remuneration Committee. The Company's Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are to be independent Directors, and which must be chaired by an independent Director. (b) The Company does not presently have a Remuneration Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company's Board Charter, due to the size and nature of the Company, the Board performs the role of the Remuneration Committee. When the Board convenes as the Remuneration Committee, it carries out the duties that would ordinarily be carried out by the Remuneration Committee as identified in the Company's Remuneration and Nomination Committee Charter. This includes the processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Board will devote time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives. |
| Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives. |
Yes | The Company's Board Charter sets out the basis for the remuneration of Directors and senior executives. Further, the Company's Remuneration and Nomination Committee Charter sets out the Company's policies and practices regarding the remuneration of Directors and senior executives. |
| Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk or participating in the scheme; and (b) disclose thatpolicyor a summaryof it. |
No | The Company has an equity-based remuneration scheme. The Company does not have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. No securities have been issued under the scheme as at the date of this statement. |
| Additional recommendations that apply only in certain cases | ||
| Recommendation 9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
N/A | The Company is an Australian incorporated entity operating in Australia. All Board or security holder meetings will be conducted, and all key corporate documents will be written, in English. Should the Company eventually have a non-English speaking Director, the Company will translate all key corporate documents for the benefit of the Director. In addition, the Company can arrange for a translator to be present for all Board and security holder meetings. |
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| Recommendations(4th Edition) | Comply | Explanation |
|---|---|---|
| Recommendation 9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonableplace and time. |
N/A | The Company is an Australian incorporated entity. In any event, all security holder meetings will be held at a reasonable place and time for shareholders. |
| Recommendation 9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
N/A | The Company is an Australian incorporated entity and the Company's auditor has offices based in Australia. The Company's auditor will attend the Company's Annual General Meeting and will be available to answer questions from Shareholders in respect of the Company's audit. |
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