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IMAGE RESOURCES NL Governance Information 2024

Apr 18, 2024

65117_rns_2024-04-18_d929715b-eb8b-42ac-a18c-11334270efe4.pdf

Governance Information

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CORPORATE GOVERNANCE STATEMENT 31 DECEMBER 2023

The Board of Image Resources NL (“ Board ”) is committed to ensuring that the Company’s obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The Company’s non-executive directors and executive director(s) (“ Directors ”) undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects a high standard of corporate governance.

The Board and its Directors are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

Corporate Governance Compliance

The Company follows the 4[th] edition of the ASX Corporate Governance Council’s Principles and Recommendations where the Board considers the recommendations to be appropriate benchmarks for its corporate governance practices.

Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the “if not, why not” regime. This statement was approved by the Board on 18 April 2024.

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CORPORATE GOVERNANCE STATEMENT 31 DECEMBER 2023 (CONT’D)

Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 1: Lay solid foundations for management and oversight
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.
Y The Board Charter details the functions and responsibilities of the Board and
management, including matters reserved for the Board. The Board Charter is
included in the Corporate Governance & Policies Manual on the Company’s
website.
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.
Y The Remuneration and Nomination Committee was re-constituted in February
2023, with the duties that fall to the nomination committee under the Company’s
Nomination Committee Charter previously undertaken by the full Board. The
Nomination Committee Charter is included in the Corporate Governance &
Policies Manual on the Company’s website.
The role of the Nomination Committee is to identify and recommend candidates
to fill casual vacancies and to determine the appropriateness of director
nominees for election to the Board. The Nomination Committee Charter
requires the Board to make appropriate checks prior to recommending a
candidate for election or re-election as a director. The Board must identify and
recommend candidates only after considering the necessary and desirable
competencies of new Board members to ensure the appropriate mix of skills
and experience and after an assessment of how the candidate can contribute
to the strategic direction of the Company.
The Nomination Committee Charter also requires the Board to ensure
appropriate background checks are undertaken for all senior executive
candidates.
All material information relevant to whether or not to elect or re-elect a director
is provided to the Company’s shareholders as part of the notice of meeting and
explanatory memorandum for the relevant meeting of shareholders which
addresses the election or re-election of a director.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
1.3 A listed entity should have a written agreement with each
Director and senior executive setting out the terms of their
appointment.
Y The Remuneration Committee Charter, which is included in the Corporate
Governance & Policies Manual on the Company’s website, requires the
Company to have a written agreement with each Director and senior executive
setting out the terms of their engagement.
Each Non-Executive Director has signed a letter of appointment. The Managing
Director has signed an executive service agreement. Each senior executive has
signed an employment agreement.
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.
Y The Company Secretary is accountable to the Board, through the Chair, on all
governance matters and reports directly to the Chair as the representative of
the Board. The Company Secretary has primary responsibility for ensuring that
the Board processes and procedures run efficiently and effectively.
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:
1) the measurable objectives set for that period to
achieve gender diversity;
2) the entity’s progress towards achieving those
objectives; and
3) either:
i. 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
ii. 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.
Y
N
Y
The Company has adopted a Diversity Policy which is included in the Corporate
Governance & Policies Manual disclosed on the Company’s website. The
Company recognises that a diverse and talented workforce is a competitive
advantage and encourages a culture that embraces diversity. The Company
does not think that it is appropriate to state measurable objectives for achieving
gender diversity due to its size and stage of development.
As at 31 December 2023, the proportion of women employees in the whole
organisation (excluding directors) was 31%, the proportion of women on the
Board was 17%, and there were no women in senior executive positions.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Board Charter, which is included in the Corporate Governance & Policies
Manual on the Company’s website, details the process for evaluating the Board,
its Committees and individual Directors. The assessment process which may
be used by the Board is that each Director completes a questionnaire relating
to the role, composition, procedures, practices and behaviour of the Board and
its members. An independent third-party consultant may be used to facilitate
the assessment.
A formal Board performance review was not undertaken during the reporting
period.
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.
Y
Y
Performance evaluation for senior executives is a process undertaken formally
on an at least an annual basis. The Managing Director reviews the performance
of senior executives throughout the year against formalised KPI benchmarks,
which include internal Company objectives and peer comparison objectives.
The Managing Director conducts a formal review of senior executives at least
annually and the results are reported to the Remuneration Committee. The
Remuneration Committee conducts a formal review of the Managing Director
at least annually and reviews the results of other senior executive reviews and
makes recommendations to the Board as required. Such performance
evaluations were undertaken in 2023.
In addition, staff matters (including performance) are reported at each Board
meeting and included in the COO’s regular monthly Operations Reports
distributed to all Board members.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 2: Structure the board to add value
2.1 The board of a listed entity should:
a) have a nomination committee which:
1) has at least three members, a majority of whom are
independent directors; and
2) is chaired by an independent director,
And disclose:
3) the charter of the committee;
4) the members of the committee; and
5) 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.
N
N
Y
Y
Y
Y
During the reporting period, effective from February 2023, the Board constituted
a Remuneration & Nomination Committee to carry out the responsibilities
specified in the Remuneration Committee Charter and the Nomination
Committee Charter, which are included in the Corporate Governance & Policies
Manual on the Company’s website.
The Remuneration & Nomination Committee is comprised only of Non-
Executive Directors, being Robert Besley (Chair), Peter Thomas and Winston
Lee. The Committee is chaired by Mr Besley, who is considered by the Board
to be an independent director.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2023 Annual Report).
Prior to the constitution of the Remuneration & Nomination Committee, the
Board carried out the duties that would otherwise be undertaken by the
nomination committee.

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Principle ASX Recommendation Conform Disclosure Disclosure Disclosure Disclosure
(Y/N)
2.2 A listed entity should have and disclose 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.
Y Collectively, the Board has an extensive range of commercial skills and other
relevant experience which are vital for the effective management of the
business. Board members, including some who are also directors of other ASX-
listed companies, together have a combination of experience in the following
business areas:
commercial;
business development;
corporate governance;
risk management;
regulatory framework;
mineral exploration;
legal;
geographic experience - WA;
investor relations;
mineral project development;
capital raising & financing;
mining operations;
corporate strategy;
mineral sands production;
accounting;
offtake sales negotiation;
leadership;
gold exploration;
listening & communication
mineral sands exploration &
development.
2.3 A listed entity should disclose:
a) the names of the directors considered by the board to
be independent;
b) if a director has an interest, position or relationship of
the type described in Box 2.3 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.
Y As at 31 December 2023, the Board consisted of: Date appointed
June 2016
June 2016
April 2002
July 2015
June 2022
June 2022
Name Role Independent Date appointed
Robert
Besley
Non-Executive
Chair
Yes June 2016
Patrick Mutz Managing Director No June 2016
Peter
Thomas
Non-Executive
Director
Yes April 2002
Aaron Chong
Veoy Soo
Non-Executive
Director
Yes July 2015
Ran Xu Non-Executive
Director
No June 2022
Winston Lee Non-Executive
Director
No June 2022

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Principle ASX Recommendation Conform Disclosure
(Y/N)
2.4 A majority of the board of a listed entity should be
independent directors.
N Refer 2.3. 50% of the board members are independent.
Ms Xu is major shareholder Murray Zircon Pty Ltd’s representative on the
Board, in accordance with a standstill agreement between the Company and
Murray Zircon entered into in May 2022, and such is not an independent
director.
Mr Lee is major shareholder Vestpro International Limited’s representative on
the Board pursuant to a subscription agreement between Vestpro and the
Company entered into in March 2018 and as such is not considered an
independent director.
Mr Mutz as an executive director cannot be considered an independent director.
The composition of the Board is considered appropriate at this time. The Board
will continue to periodically review the need to appoint additional directors in
the future, after considering its objectives, the nature and extent of its actual
and proposed operations and any skills gaps.
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.
Y Robert Besley, who was appointed as Chair in June 2016, is an independent
Non-Executive Director. He does not perform the role of CEO of the Company
(which position is currently held by Patrick Mutz).
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.
Y Induction and professional development form part of the responsibilities of the
Remuneration & Nomination Committee as noted in the Nomination Committee
Charter, which is included in the Corporate Governance & Policies Manual on
the Company’s website. Induction documents are provided with a written
engagement letter and the Company Secretary is available to assist with the
process of new Directors familiarising themselves with the Company.
Professional development requirements are addressed by the Board at each
Board meeting.
Principle 3: Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Y The Company operates under a general Code of Conduct and a Code of
Conduct for Directors and Executives which all employees and directors are
expected to follow as a minimum requirement. These Codes are included in the
Corporate Governance & Policies Manual on the Company’s website.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company has formulated a general Code of Conduct and a Code of
Conduct for Directors and Executives which all employees and Directors are
expected, at a minimum, to follow. The Codes are included in the Corporate
Governance & Policies Manual on the Company’s website.
The Code of Conduct states that any breach of the Code is to be reported
directly to the Managing Director or under the Whistle-blower Policy, as
appropriate, with any material breach to be reported to the full Board.
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 incidents reported under that
policy
Y The Company has formulated a Whistle-blower Policy, which is included in the
Corporate Governance & Policies Manual on the Company’s website. The Audit
Committee is responsible for carrying out the processes under the policy.
The Policy states that the Committee must report the results of any material
incidents to the Board.
3.4 A listed entity should:
a) have and disclose 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 that policy.
N The Company has formulated a general Code of Conduct and a Code of
Conduct for Directors and Executives both of which include requirements to
disclose conflicts, promote the highest standard of ethics and integrity and
guidelines in relation to giving and receiving gifts. The Company does not think
that it is necessary to formulate a separate anti-bribery and corruption policy
due to its size and stage of development.
The Code of Conduct states that any breach of the Code is to be reported
directly to the Managing Director or under the Whistle-blower Policy, as
appropriate, with any material breach to be reported to the full Board.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 4: Safeguard integrity in financial reporting
4.1 The board of a listed entity should:
a) have an audit committee which:
1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
3) the charter of the committee;
4) the relevant qualifications and experience of the
members of the committee; and
5) 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.
Y
Y
Y
Y
Y
N/A
During the reporting period the Company has maintained an Audit Committee
(reconstituted effective February 2023 as the Audit & Risk Committee)
comprised only of Non-Executive Directors, being Peter Thomas (Chair), Aaron
Chong Veoy Soo and Robert Besley. The Audit Committee Charter is included
in the Corporate Governance & Policies Manual on the Company’s website.
During the reporting period the Committee was chaired by Mr Thomas, who is
considered by the Board to be an independent director, and who is not the chair
of the Board.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2023 Annual Report).
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 operating effectively.
Y Under the Company’s Risk Management Policy, which is included in the
Corporate Governance & Policies Manual on the Company’s website, the CEO
and CFO must provide a written declaration of assurance that in their opinion,
the financial records of the Company for the relevant reporting period have
been properly maintained, comply with appropriate accounting standards and
give a true and fair view of the financial position and performance of the
Company and has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company provides interim (currently quarterly) updates of the Company’s
progress across all areas of the business, including select financial information,
as well as financial guidance. The Managing Director is responsible for all such
updates/guidance, which are reviewed by the Board. Individual components are
also reviewed by senior management with responsibility for the specific
component subject matter. The financial information is compiled by the Chief
Financial Officer in accordance with generally accepted accounting practices.
Principle 5: Make timely and balanced disclosure
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
Y The Company has adopted a Continuous Disclosure Policy, which is included
in the Corporate Governance & Policies Manual on the Company’s website.
The Policy is designed to guide compliance with ASX Listing Rules disclosure
requirements, and to ensure all Directors, senior executives and employees of
the Company understand their responsibilities under the Policy.
5.2 A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
have been made.
Y All material market announcements are provided to all directors promptly after
release.
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.
Y The Company periodically updates its investor presentation, and as required, a
copy is released on the ASX market announcements platform ahead of
meetings with investors and analysts and posting on the Company’s website.
Principle 6: Respect the rights of shareholders
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
Y The Company’s website provides information about the Company, its projects,
its Board and management and governance. It is a platform to disclose official
ASX releases of material information and periodic reports, press releases,
notices, and presentations as well as a mechanism for shareholders to contact
the Company via email.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
6.2 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance & Policies Manual on the Company’s website.
The Company’s website provides a platform to disclose official ASX releases
of material information and periodic reports, press releases, notices, and
presentations as well as a mechanism for shareholders to contact the Company
via email.
6.3 A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at
meetings of security holders.
Y The Company has a Shareholder Communication Policy, which is included in
the Corporate Governance & Policies Manual on the Company’s website. The
Policy specifically encourages full participation of shareholders at the
Company’s annual general meeting to ensure a high level of accountability and
identification with the Company’s strategy and goals and outlines the various
ways in which the Company communicates with shareholders.
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.
Y In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions are decided by a poll rather than by a show of hands.
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.
Y Shareholders can register with the Company to receive email notifications when
an announcement is made by the Company to ASX, including the release of
annual, half-yearly and quarterly reports. Further, the Company’s website
enables security holders to email the Company. The share registry also
provides the ability to email the share registry and to receive documents by
email from the share registry.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 7: Recognise and manage risk
7.1 The board of a listed entity should:
a) have a committee or committees to oversee risk, each
of which:
1) has at least three members, a majority of whom are
independent directors; and
2) is chaired by an independent director,
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) 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 processes it
employs for overseeing the entity’s risk management
framework.
N
N
Y
Y
Y
Y
During the reporting period, effective from February 2023, the Board re-
constituted the Audit Committee as the Audit & Risk Committee to carry out the
responsibilities specified in the Audit Committee Charter and the Risk
Management Policy, which are included in the Corporate Governance &
Policies Manual on the Company’s website.
The Audit & Risk Committee is comprised only of Non-Executive Directors,
being Peter Thomas (Chair), Robert Besley and Winston Lee. The Committee
is chaired by Mr Thomas, who is considered by the Board to be an independent
director.
The qualifications, experience and attendance of the members of the Audit &
Risk Committee are disclosed in the Company’s Directors’ Report (contained
in the 2023 Annual Report).
Prior to the re-constitution of the Audit & Risk Committee the Board carried out
the duties that would otherwise be undertaken by the Risk Management
Committee.
The Board recognises its responsibility for identifying areas of significant
business risk and for ensuring that arrangements are in place for adequately
managing these risks.
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.
Y The Audit & Risk Committee determines the Company’s ‘risk profile’ and is
responsible for overseeing and approving risk management strategy and
policies, internal compliance and non-financial internal control.
During this reporting period, the Company conducted an internal review and
update of the previous years’ formal Company-wide risk review which was
conducted with the assistance of KPMG. Additionally, risk issues are reviewed
at Board meetings and risk management culture is encouraged amongst
employees and contractors.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company does not have an internal audit function.
During the reporting period, the responsibility for undertaking and assessing
risk management and internal control effectiveness was assumed by the full
Board until February 2023, from which time the re-constituted Audit & Risk
Committee assumed this responsibility.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
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.
Y The Company operates in the mineral resources sector and is subject to a
variety of environmental and social risks that have the potential to have a
material impact on its business. These risks include, but are not limited to:
Environmental risks
As with most resources’ projects, the Company’s activities have the potential to
impact on the environment giving rise to substantial costs for environmental
rehabilitation, damage, control, and losses. Exploration, development, and
operational activities are subject to State and Federal laws and regulations
concerning the environment. The Company strives to conduct its activities to
the highest standard of environmental obligation, including compliance with all
environmental laws and permitting requirements. In achieving its aim of
maintaining stable functioning ecosystems in the environs of its activities, the
Company uses careful design; creation of biodiversity offsets (if and when
required);
progressive
mine
rehabilitation;
and
rigorous
monitoring,
management and reporting plans and processes. During the reporting period,
the Company conducted an internal review and update of the previous years’
formal Company-wide risk review which was conducted with the assistance of
KPMG.
Social risks
To minimise potential exposure to material social risk, the Company has an
Environmental Policy, which is included in the Corporate Governance &
Policies Manual published on the Company’s website and which is designed to
prevent or minimise adverse impacts of its operations on host communities.
The Company also actively supports a number of community related programs
that benefit a variety of community and local non-profit organisations.
The Company published its inaugural Sustainability Report in October 2023,
covering the full range of environmental, social and governance (ESG) topics.
The data in the report covered four full years of operations (CY2019-CY2022).
The report outlined the formal ESG reporting framework adopted early in
CY2022 following consultation with consultant BDO. Data for CY2019-CY2021
was collected under informal ESG protocols but reflected a sound approach to
ESG principals from the start of operations. CY2023 data will be reported in the
Company’s second annualSustainabilityReport to be publishedin 2024.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Principle 8: Remunerate fairly and responsibly
8.1 The board of a listed entity should:
a) have a remuneration committee which:
1) has at least three members, a majority of whom are
independent directors; and
2) is chaired by an independent director,
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) 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.
Y
Y
Y
Y
Y
N/A
During the reporting period the Company maintained a Remuneration
Committee (re-constituted effective February 2023 as the Remuneration &
Nomination Committee) comprised only of Non-Executive Directors.
Throughout the reporting period, the Remuneration Committee comprised
Robert Besley (Chair), Peter Thomas and Winston Lee. The Remuneration
Committee Charter is included in the Corporate Governance & Policies Manual
on the Company’s website. During the reporting period the Committee was
chaired by Mr Besley, who is considered by the Board to be an independent
director.
The qualifications, experience and attendance of the members of the
Committee are disclosed in the Company’s Directors’ Report (contained in the
2023 Annual Report).
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.
Y Details of the Company’s policies and practices regarding the remuneration of
Directors and other senior management is set out in the Remuneration Report
as disclosed in the Company’s Directors’ Report (contained in the 2023 Annual
Report).
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
of participating in the scheme; and
b) disclose that policy or a summary of it.
Y The Company’s Securities Trading Policy specifically prevents employees
engaging in margin lending or otherwise leveraging securities without the fully
informed consent of the Board.

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Principle ASX Recommendation Conform Disclosure
(Y/N)
Additional recommendations that apply only in certain cases
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.
Y The Company ensures that all reports/documentation are appropriately
translated for directors (if required) and time is taken during Board meetings to
translate discussions if and as required.
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 N/A
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 N/A