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FIRST LITHIUM LIMITED Governance Information 2023

Sep 25, 2023

64921_rns_2023-09-25_1454d0f6-85c8-4a26-89e1-7b8942c7fc88.pdf

Governance Information

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FIRST LITHIUM LIMITED ACN 009 081 770 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 15 September 2023 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is re-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.

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.

RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
(a)
A listed entity should have and disclose a board
charter which sets out the respective roles and
responsibilities of the Board, the Chair and
management, and includes a description of 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 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 Chairman and Company Secretary, the
establishment,
operation
and
management
of
Board
Committees, Directors’ access to Company records and
information, details of the Board’s relationship with management,
details of the Board’s performance review and details of the
Board’s disclosure policy.

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RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 in its
Remuneration and Nomination Committee Charter which
requires the 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.
(b)
Under the Remuneration and Nomination Committee
Charter, all material information relevant to a decision on
whether or not to elect or re-elect a Director must be
provided to security holders in the Notice of Meeting
containing the resolution to elect or re-elect a Director.
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 Nomination Committee Charter requires the
Nomination Committee (or, in its absence, the Board) to ensure
that each Director and senior executive is personally a party to a
written agreement with the Company which sets out the terms of
that Director’s or senior executive’s 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 is accountable directly to the Board,
through the Chair, on all matters to do with the proper functioning
of the Board.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 1.5
A listed entity should:
(a)
have and disclose 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 the
Workplace Gender Equality Act.
If the entity was in the S&P / ASX 300 Index at 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
directors 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. The Diversity Policy is available
on the Company’s website.
(b)
The Diversity Policy allows the Board to set measurable
gender diversity objectives, if considered appropriate, and
to continually monitor both the objectives if any have
been set and the Company’s progress in achieving them.
(c)
The Board does not intend to set measurable gender
diversity objectives, because:
(i)
it is 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 consider
the application of the measurable diversity
objectives and determined 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 on the
Company’s website.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
PARTIALLY (a)
The Company’s 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. The process for this is set out in the Company’s
Board Charter, which is available on the Company’s
website.
(b)
The Company is required to disclose whether or not
performance evaluations were conducted during the
relevant reporting period. The Company intends to
complete performance evaluations in respect of the
Board, its committees (if any) and individual Directors for
each financial year in accordance with the above
process.
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.
PARTIALLY (a)
The Company’s Nomination Committee (or, in its absence,
the Board) is responsible for evaluating the performance of
the Company’s senior executives on an annual basis. The
Company’s Remuneration Committee (or, in its absence,
the Board) is responsible for evaluating the remuneration 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, which is available
on the Company’s website.
(b)
The
Company
intends
to
complete
performance
evaluations in respect of the senior executives (if any) for
each financial year in accordance with the applicable
processes.
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 at 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
diversity to enable it to discharge its duties and
responsibilities effectively.
PARTIALLY (a)
The
Company’s
Remuneration
and
Nomination
Committee Charter provides for the creation of a
Nomination Committee (if it is considered it will benefit the
Company), with at least three members, a majority of
whom are independent Directors, and which must be
chaired by an independent Director.
(b)
The Company does not have a Nomination as the Board
does not consider the Company would benefit from its
establishment. In accordance with the Company’s Board
Charter, the Board carries out the duties that would
ordinarily be carried out by the Nomination Committee
under the Nomination Committee Charter, including 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 annually 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 Listing Rules.
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.
PARTIALLY The Board Charter provides that the Board is responsible for
developing and implementing a skills matrix setting out the mix of
skills and diversity that the Board has or is looking to achieve in its
membership. The Board considers the current mix of skills and
experience of members of the Board and its senior management
is sufficient to meet the requirements of the Company. Although
the skills, experience and expertise of each Director is set out in the
Directors’ Report section of the Company’s Annual Report, the
Company does not have a formal board skills matrix
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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 ASX
Corporate
Governance
Principles
and
Recommendations (4th Edition), 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 Board Charter requires the disclosure of the names of
Directors considered by the Board to be independent. The
Company has disclosed those Directors it considered to be
independent in its Annual Report and on the Company’s
website.
(b)
Mr Lee Christensen, Mr Andrew Law & Mr Jason Ferris are
considered independent Directors who fall into this
category.
(c)
The Company’s Annual Report discloses the length of
service of each Director, as at the end of each financial
year.
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
YES The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent.
There was an independent majority of the Board during all of the
past financial year. The Board currently comprises a total of 4
directors, of whom 3 are considered to be independent.
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.
YES The Board Charter provides that, where practical, the Chair of the
Board should be an independent Director and should not be the
CEO/Managing Director.
The Chair of the Company, Mr Lee Christensen is deemed
independent.
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
to perform their role as Directors effectively.
YES In accordance with the Company’s Board Charter, the
Nominations Committee (or, in its absence, the Board) is
responsible for the approval and review of induction and
continuing professional development programs and procedures
for Directors to ensure that they can effectively discharge their
responsibilities. The Company Secretary is responsible for
facilitating inductions and professional development including
receiving briefings on material developments in laws, regulations
and accounting standards relevant to the Company.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
YES (a)
The Company and its subsidiary companies (if any) are
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.
(b)
The Company’s values are set out in its Code of Conduct
and are 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 disclose 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 (a)
The Company’s Corporate Code of Conduct applies to
the
Company’s
Directors,
senior
executives
and
employees.
(b)
The Company’s Corporate Code of Conduct is available
on the Company’s website. Any material breaches of the
Code of Conduct are reported to the Board or a
committee of the Board.
Recommendation 3.3
A listed entity should:
(a)
have and disclose a whistleblower policy; and
(a)
ensure that the Board or a committee of the Board
is informed of any material incidents reported
under that policy.
YES The Company’s Whistleblower Policy is available on the
Company’s website. Any material breaches of the Whistleblower
Policy are to be reported to the Board or a committee of the
Board.
Recommendation 3.4
A listed entity should:
(a)
have and disclose an anti-bribery and corruption
policy; and
YES The Company has developed an anti-bribery and corruption
policy that can be found under the governance documents on
the Company’s Website.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
(b)
ensure that the Board or committee of the Board is
informed of any material breaches of that policy.
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’s Audit and Risk Management 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.
The Company did not have an Audit and Risk Committee
for the past financial year as the Board did not consider
the Company would benefit from its establishment, and
does not currently have one. In accordance with the
Company’s Board Charter, the Board carries out the duties
that would ordinarily be carried out by the Audit and Risk
Committee under the Audit and Risk Management
Committee Charter including the following processes to
independently verify the integrity of the Company’s
periodic reports which are not audited or reviewed by an
external auditor, as well as the processes for the
appointment and removal of the external auditor and the
rotation of the audit engagement partner:
(i)
the Board devotes time at annual 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.
Recommendation 4.2 YES The Company’s Audit Committee Charter requires the CEO and
CFO (or, if none, the person(s) fulfilling those functions) to provide
a sign off on these terms.

RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION The Board of a listed entity should, before it approves the The Company intends to obtain a sign off on these terms for each entity’s financial statements for a financial period, receive of its financial statements in each financial year and has obtained from its CEO and CFO a declaration that the financial a sign off for each of its financial statements for the past financial records of the entity have been properly maintained and year. 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 operating effectively.

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YES
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Recommendation 4.3

A listed entity should disclose its process to verify the YES integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

The Board carries out the following processes to independently verify and safeguard the integrity of its periodic corporate reporting including:

  • preparing reports by or under the supervision of subject matter experts.

  • reviewing material statements in reports for accuracy and material requirements and ensuing they are appropriately interrogated.

  • with the exception of administrative announcements all announcements must be approved by the Board. This process is intended to ensure that all applicable laws, regulations and company policies have been complied with and that the source of the information is able to be verified and that appropriate approvals have been obtained before a report is released to the market.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 (a)
The Company’s Continuous Disclosure policy contains its
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
YES written policy for complying with its continuous disclosure
obligations under listing rule 3.1.
listing rule 3.1. (b)
The Continuous Disclosure policy, is available on the
Company’s website.
Recommendation 5.2 YES The Managing Director has ultimate authority and responsibility for
approving market disclosure which is exercised in consultation
with the Board and Company Secretary.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
A listed entity should ensure that its board receives copies
of all 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 the presentation.
YES All substantive investor or analyst presentations will continue to be
released on the ASX Markets Announcement Platform ahead of
such presentations.
Principle 6:Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance 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 has adopted a Shareholder Communications
Policy which aims to promote and facilitate effective two-way
communication with investors. The Strategy outlines a range of
ways in which information is communicated to shareholders and
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 Shareholders are encouraged to participate at all general
meetings and AGMs of the Company. Upon the despatch of any
notice of meeting to Shareholders, the Company Secretary shall
send out material stating that all Shareholders are encouraged to
participate at the meeting.
The Company provides Shareholders with the opportunity to
participate in shareholder meetings by allowing voting in person,
by proxy or online.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 6.4
A listed entity should ensure that all substantive resolutions
at a meeting of security holders are decided by a poll
rather than by a show of hands.
YES All substantive resolutions at securityholder meetings were
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 Shareholder Communication Policy provides that security
holders can register with the Company to receive email
notifications when an announcement is made by the Company
to the ASX, including the release of the Annual Report, half yearly
reports and quarterly reports. 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
Secretary at first instance.
Principle 7: Recognise and manage risk
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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’s Audit 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 is available on the Company’s website.
(b)
The Company did not have an Audit and Risk Committee
for the past financial year as the Board did not consider the
Company would benefit from its establishment, and does
not currently have one. In accordance with the
Company’s Risk Management Polcy, the Board carries out
the duties that would ordinarily be carried out by the Audit
and
Risk
Committee
under
the
Audit
and
Risk
Management Committee Charter including the following
processes to oversee the entity’s risk management
framework:
(i)
the Board devotes 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 control procedures
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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.
NO (a)
The Risk Management Policy 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 Company’s Board has not completed a formal review
of the Company’s risk management framework in the past
financial year but continuously monitors the key risks
impacting the Company at a Board level.
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 the processes it employs for evaluating
and continually improving the effectiveness of its
governance,
risk
management
and
internal
control processes.
NO (a)
The Audit and Risk Management Committee Charter
provides for the Audit and Risk Committee to monitor and
periodically review the need for an internal audit function,
as well as assessing the performance and objectivity of any
internal audit procedures that may be in place. The
Company did not have an internal audit function for the
past financial year.
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 Risk Management Policy 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 environmental or social risks and, if it does,
put in place management systems, practices and procedures to
manage those risks.
The Risk Management Policy requires the Company to disclose
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 risk.
Where the Company does not have material exposure to
environmental or social risks, report the basis for that determination
to the Board, and where appropriate benchmark the Company’s
environmental or social risk profile against its peers.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
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,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for Directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.
PARTIALLY (a)
The Remuneration and Nomination Committee Charter
provides for the creation of a Remuneration Committee (if
it is considered it will benefit the Company), with at least
three members, a majority of whom are be independent
Directors, and which must be chaired by an independent
Director.
(b)
The Company did not have a Remuneration Committee
for the past financial year as the Board did not consider the
Company would benefit from its establishment, and does
not currently have one. In accordance with the
Company’s Board Charter, the Board carries out the duties
that would ordinarily be carried out by the Remuneration
Committee under the Remuneration and Nomination
Committee Charter by devoting time at the annual Board
meeting to assess the level and composition of
remunderation for Directors and senior executive to ensure
that such remuneration is appropriate and not excessive.
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 is required to disclose its policies and practices
regarding the remuneration of Directors and senior executives,
which is disclosed in the remuneration report contained in the
Company’s Annual Report as well as being disclosed on the
Company’s website.
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 ofderivatives orotherwise)which
YES (a)
The Company’s Securities Trading Policy covers 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.
(b)
A copy of the policy is provided on the Company’s
website.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
limit the economic risk of participating in the
scheme; and
(b)
disclose that policy or a summary of it.
**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
Recommendation 9.2
A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time.
N/A
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