AI assistant
LAKE RESOURCES N.L. — Governance Information 2018
Oct 10, 2018
65240_rns_2018-10-10_869b24c9-9aae-4d1d-a67e-7076af5de451.pdf
Governance Information
Open in viewerOpens in your device viewer
==> picture [129 x 128] intentionally omitted <==
2018 CORPORATE GOVERNANCE STATEMENT
This corporate governance statement sets out Lake Resources NL’s ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ) during the financial year ended 30 June 2018.
The Company and the board of the Company ( Board ) have operated for the entire year in accordance with the ASX Corporate Governance Principles and Recommendations 3rd Edition and as required under ASX listing rules unless otherwise stated below. It should be noted that the small size of the Company and the specialised nature of the mineral exploration industry has necessitated modification in the application of some of the recommendations, whilst endeavouring to keep faith with the underlying principles of the recommendations. For many of the recommendations the Company achieved the standard required. For some recommendations, where certain aspects of the recommendation are considered by the Board to be unduly onerous for a company of the size of Lake Resources, the Company has implemented alternative arrangements. This corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations.
This corporate governance statement is current as at 11 October 2018 and has been approved by the Board. It is available on the Company’s website at www.lakeresources.com.au.
| Comply | |||
|---|---|---|---|
| ASX | Principles and Recommendations | (Yes/No) | Explanation |
| 1. | Lay solid foundations for management and oversight | ||
| 1.1. | A listed entity should disclose: | Yes | The Board is responsible for the performance and overall |
| (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved |
corporate governance of the Company including the strategic direction, selection of executive directors, establishing goals for management and monitoring the achievement of those goals and approval of budgets. |
||
| to the board and those delegated to management. |
Day to day management of the Company’s affairs and implementation of the corporate strategy are delegated by the |
||
| Board to the managing director and ultimately to senior contract | |||
| employees. | |||
| For the purposes of the proper performance of their duties, the | |||
| directors are entitled to seek independent advice at the | |||
| Company’s expense, unless the Board determines otherwise. The | |||
| Board schedules meetings on a regular basis and other meetings | |||
| as and when required. | |||
| The Company has not formally established the functions reserved | |||
| to the board and those delegated to senior executives in | |||
| accordance with Recommendation 1.1 of the ASX Corporate | |||
| Governance Council. Given the small size of the company and the | |||
| limited scope of its activities, the board has not considered it | |||
| necessary to formulate a formal board charter at this time. | |||
| 1.2. | A listed entity should: | Yes | A brief biography of each director is published on the Company’s |
STATEMENT OF CORPORATE GOVERNANCE | 2018
1
==> picture [69 x 69] intentionally omitted <==
Comply (Yes/No)
ASX Principles and Recommendations
Explanation
| ASX Principles and Recommendations | Comply (Yes/No) Explanation |
|
|---|---|---|
| (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and |
website and in the annual financial reports of the Company. In accordance with Recommendation 1.2, appropriate background checks are carried out prior to the appointment of new directors in respect of checking qualifications and experience, and screening for bankruptcy or criminal convictions. Directors are elected by shareholders and, in accordance with the Company’s constitution; no Director may hold office for a period longer than three years without standing for re-election by shareholders at the Annual General Meeting. Each Director appointed by the board of directors during the year will also, in accordance with the Company’s constitution, stand for re- election at the next annual General Meeting following his or her appointment. The Managing Director is not subject to this clause as per the Constitution. The Board ensures that the Notice of Meeting sent to all shareholders prior to the AGM includes all material information obtained by the Company to enable shareholders to make an informed decision in respect of the re-election of directors at the AGM. |
|
| (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. |
||
| 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 has written agreements in place with its current directors setting out the terms of their appointment. |
||
| 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 Company Secretary reports directly and is accountable to the Board in relation to all governance matters. The Company Secretary advises the board members on governance matters, implements adopted governance procedures and coordinates circulation of meeting agendas and papers. The appointment and removal of the Company Secretary is decided by the Board. |
| 1.3. | A listed entity should have a written | Yes | The Company has written agreements in place with its current |
|---|---|---|---|
| agreement with each director and | directors setting out the terms of their appointment. | ||
| senior executive setting out the terms | |||
| of their appointment. | |||
| 1.4. | The company secretary of a listed | Yes | The Company Secretary reports directly and is accountable to the |
| entity should be accountable directly to | Board in relation to all governance matters. The Company | ||
| the board, through the chair, on all | Secretary advises the board members on governance matters, | ||
| matters to do with the proper | implements adopted governance procedures and coordinates | ||
| functioning of the board. | circulation of meeting agendas and papers. The appointment and | ||
| removal of the Company Secretary is decided by the Board. |
STATEMENT OF CORPORATE GOVERNANCE | 2018
2
==> picture [69 x 69] intentionally omitted <==
| Comply | |||
|---|---|---|---|
| ASX | Principles and Recommendations | (Yes/No) | Explanation |
| 1.5. | A listed entity should: | No | The Board recognizes the importance of diversity in the workplace |
| (a) have a diversity policy which | including gender, ethnicity, cultural background and age. The | ||
| includes requirements for the | Company does not discriminate on any of these grounds for | ||
| board or a relevant committee of | appointments, remuneration or promotion or other matters. | ||
| the board to set measurable | However because of the small size of the Company and the limited | ||
| objectives for achieving gender | scope if its operations, the Company has not developed or made | ||
| diversity and to assess annually | formal disclosures in accordance with Recommendation 1.5 of the | ||
| both the objectives and the entity’s | ASX Corporate Governance Council. | ||
| progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each |
It should be noted that the Company has only one permanent employee – its exploration activities are usually undertaken by contractors and consultants on an “as-needed” basis. |
||
| reporting period the measurable | |||
| objectives for achieving gender | |||
| diversity set by the board or a | |||
| relevant committee of the board in | |||
| accordance with the entity’s | |||
| diversity policy and its progress | |||
| towards achieving them, and | |||
| either: | |||
| (1) 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); or | |||
| (2) 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. | |||
| 1.6. | A listed entity should: | No | Because of the small size of the Company and the limited scope |
| (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual |
of its operations, the Company has not established or disclosed a formal process for evaluation of the Board, Board Committees or individual directors. Nor has it been considered necessary to seek outside assistance in performance evaluation. |
||
| directors; and | |||
| (b) disclose, in relation to each | |||
| reporting period, whether a | |||
| performance evaluation was | |||
| undertaken in the reporting period | |||
| in accordance with that process. | |||
| 1.7. | A listed entity should: | No | Because of the small size of the Company and the limited scope |
| (a) have and disclose a process for | of its operations, the Company has not established or disclosed a | ||
| periodically evaluating the | formal process for evaluation of senior executives. As with | ||
| performance of its senior | performance evaluation of directors, performance evaluation for | ||
| executives; and | executives is a discretionary matter for consideration by the entire | ||
| (b) disclose, in relation to each | board and in the normal course of events, the board reviews the | ||
| reporting period, whether a | |||
| performance evaluation was |
STATEMENT OF CORPORATE GOVERNANCE | 2018
3
==> picture [69 x 69] intentionally omitted <==
| ASX Principles and Recommendations Comply (Yes/No) |
Explanation |
|---|---|
| undertaken in the reporting period in accordance with that process. |
performance of the executives and management as a whole. |
| 2. Structure the board to add value |
|
| 2.1. The board of a listed entityshould: Yes |
The Company does not have a nomination committee at the present time because of the small size of the company and the limited scope of its operations. The Board are dedicated to building long-term value in the Company for shareholders. The small size of the Company and the specialist nature of the minerals exploration industry have generally led shareholders to place importance on increasing shareholder value by having a board with strong industry experience. The high-risk nature of exploration funding has also led to shareholders preferring directors to be directly or indirectly involved in the provision of capital. |
| _(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. |
|
| 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. No |
The Board currently has three directors - two non-executive directors and one executive director. Each director’s biography is contained within the annual financial report of the Company and is available on the Company’s website. The Company does not currently have a board skills or diversity matrix. The Board considers that such a matrix is not necessary given the small size of the company and the limited scope of its operations. Adoption of a board skills and diversity matrix would be considered if there is a material change in the scope and activities of the Company and its Board. |
| 2.3. A listed entity should disclose: Yes |
The Chair, Mr Stuart Crow, appointed on 14 November 2016, is a non-executive director and shareholder, yet is not a substantial security holder of the Company that it would breach the factors relevant to assessing the independence of a director per box 2.3. The Board considers that Mr Crow has demonstrated the appropriate experience, skills and integrity to act independently and without compromise in the best interests of the company, its |
| (a) the names of the directors considered by the board to be independent directors; |
|
| (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 |
STATEMENT OF CORPORATE GOVERNANCE | 2018
4
==> picture [69 x 69] intentionally omitted <==
| Comply | |||
|---|---|---|---|
| ASX | Principles and Recommendations | (Yes/No) | Explanation |
| but the board is of the opinion that | shareholders and the community. | ||
| it does not compromise the independence of the director, the nature of the interest, position, |
Mr Nick Lindsay was appointed on 18 July 2017 and is considered to be independent by the Board. |
||
| association or relationship in | |||
| question and an explanation of | |||
| why the board is of that opinion; | |||
| and | |||
| (c) the length of service of each | |||
| director. | |||
| 2.4. | A majority of the board of a listed | Yes | The Board has a majority of independent directors. |
| entity should be independent directors. | |||
| Consistent with the size of the Group and its activities, the | |||
| Board is currently comprised of three (3) directors, of which two | |||
| are currently considered to be an independent director. | |||
| 2.5. | The chair of the board of a listed entity | Yes | The Chair, Mr Stuart Crow, is a non-executive director. |
| should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
Whilst Mr Crow is a shareholder of the Company he is deemed not to be a substantial security holder and therefore meets the criteria as set out in the ASX guidance on corporate governance. |
||
| Mr Promnitz is Managing Director. | |||
| 2.6. | A listed entity should have a program | Yes | The directors have the appropriate balance of skills, knowledge, |
| for inducting new directors and provide | experience and diversity to enable them to perform their roles and | ||
| appropriate professional development | responsibilities effectively. The directors are also involved in other | ||
| opportunities for directors to develop | public companies and they attend seminars and industry | ||
| and maintain the skills and knowledge | conferences which enable them to maintain their understanding | ||
| needed to perform their role as | of relevant industry matters and technical advancements. The | ||
| directors effectively. | Board ensures that its members understand the company’s | ||
| operations, including site visits where appropriate. |
STATEMENT OF CORPORATE GOVERNANCE | 2018
5
==> picture [69 x 69] intentionally omitted <==
| 3. Promote ethical and responsible decision-making |
3. Promote ethical and responsible decision-making |
3. Promote ethical and responsible decision-making |
|
|---|---|---|---|
| 3.1. A listed entity should: |
Yes The Board acknowledges and emphasises the importance of all |
The Board acknowledges and emphasises the importance of all directors, employees, contractors and agents maintaining the highest standards of corporate governance and ethical conduct. Directors are obliged to be independent in judgement and ensure that all reasonable steps are taken to ensure due care is taken by the board in making sound decisions. The Company has an established reputation for the highest standard of ethical conduct - for example, it has never made facilitation payments to government officials in overseas countries.
-
(a) have a code of conduct for its directors, senior executives and employees; and
-
(b) disclose that code or a summary of it.
The Company has a code of conduct, updated from time to time and published in the Corporate Governance Statement on the Company’s website. The Company’s code of conduct, which has been strictly adhered to, is set-out below:
-
act honestly with integrity and in good faith;
-
avoid conflicts and make full disclosure of any possible conflicts of interest,
-
take great care to ensure the integrity and security of all the Company’s confidential information;
-
All personal information of the Company’s suppliers, customers and employees is to be treated as confidential;
-
Treat each other and all suppliers, competitors, clients, customers and other stakeholders fairly and with respect;
-
Comply with all laws and regulations relating to the Company;
-
Ensure timely and full disclosure of material to the ASX; and
-
Report any instances of actual or suspected fraudulent or unethical behavior.
The Board takes ultimate responsibility for these matters. In fulfilling their duties, each director may obtain independent professional advice at the Company’s expense, subject to prior approval of the Chair, whose approval will not be unreasonably withheld.
| 4. Safeguard integrity in financial reporting |
|
|---|---|
| 4.1. The board of a listed entity should: Yes |
The Board is small and also acts as the audit committee. The small size of the Company with the three directors as the only persons handling company operations including signing all contracts and disbursements, means there is close and direct contact in all aspects of implementing and monitoring all financial systems and reporting. The half-yearly and annual reports are audited by external auditors, Stanley & Williamson, who demonstrate quality and independence. The external auditor provides an annual declaration of their independence to the company. The external auditor attends the annual general meetings of the Company to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. |
| (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 |
STATEMENT OF CORPORATE GOVERNANCE | 2018
6
==> picture [69 x 69] intentionally omitted <==
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.
| 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. |
Yes Prior to approving the Company’s financial statements, the managing director and the person performing the role of CFO advise the Board that the declaration in accordance with the Corporations Act 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. The Board received a CEO/CFO declaration before it approved the Company’s financial statements for all financial periods in the reporting period. |
|
|---|---|---|
| 4.3. A 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. |
Yes The external auditor attends each annual general meeting of the Company and is available to answer questions from security holders relevant to the audit. |
|
| 5. Make timely and balanced disclosure |
||
| 5.1. A listed entity should: |
Yes The Company has a policy that all shareholders, investors and the general public have timely and equal access to the company’s information. As an exploration company, there is regular reporting to shareholders through the ASX Periodic Disclosure requirements, which call for quarterly operational and cash flow reporting. This reporting is additional to more conventional reporting by all companies of half yearly and annual financial results. All of the company’s quarterly and annual reports and other disclosures are made available on the comprehensive company website and copies of the annual financial and activities reports are distributed in hard copy to all shareholders by mail. The Board is thoroughly aware of its Continuous Disclosure obligations which require immediate reporting of material events, particularly in relation to exploration progress. The Company has a demonstrated history of disclosure, through ASX announcements, of material events such as exploration results and joint ventures. |
|
| (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and |
||
| (b) disclose that policy or a summary of it. |
STATEMENT OF CORPORATE GOVERNANCE | 2018
7
==> picture [69 x 69] intentionally omitted <==
==> picture [263 x 96] intentionally omitted <==
The Board takes ultimate responsibility for these matters by following the ASX Listing Rule disclosure requirements rigorously, and does not consider adoption and disclosure of a formal disclosure policy outside of this corporate governance statement is appropriate at this stage.
| 6. Respect the rights of shareholders |
|
|---|---|
| 6.1. A listed entity should provide information about itself and its governance to investors via its website. Yes |
The Company maintains a website containing comprehensive information on the Company including a company profile, corporate strategy, policy statements including corporate governance, board of directors, newsflashes and contact information. All of the Company’s quarterly and annual reports and other disclosures are available on the Company website: http://www.lakeresources.com.au. |
| 6.2. A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. Yes |
Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors, changes to the constitution and receipt of annual and interim financial statements. The Directors are personally acquainted with many of the shareholders of the Company and encourage them to visit the Company’s office to view the exploration data and discuss the progress of the exploration program with the managing director. Telephonic, email and written communications from shareholders are dealt with promptly, usually by the managing director. |
| 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. Yes |
The Company encourages shareholders to attend and participate in general meetings. As a small company the shareholder attendance numbers are low however, if a shareholder wishes to provide a comment or question and is not able to attend the meeting, the Company will address this as part of the meeting. |
| 6.4. 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 |
All material reports and disclosures are made by the company through ASX announcements and on the company website. As noted above, telephonic, email and written communications from security holders are dealt with promptly, usually by the managing director. Security holders with registry matters are referred to the Company’s share registry, Link Market Services Limited. |
| 7. Recognise and manage risk |
|
| 7.1. The Board of a listed entity should: Yes |
The small size of the Company does not warrant establishment of a separate risk management committee. The role of the risk management committee is undertaken by the full board. The Board sets the framework for the Company’s long term success, approving its annual budget, assessing business risks and providing overall risk management policy guidance. The Board monitors all aspects of the business from the operational level through to strategic level risks, including safety, ethical and environmental performance, on a continuing basis to ensure compliance with laws and ethical behaviour. |
| (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 |
STATEMENT OF CORPORATE GOVERNANCE | 2018
8
==> picture [69 x 69] intentionally omitted <==
| (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. |
|
| 7.2. The board or a committee of the board should: No |
The managing director reports regularly to the Board on the effectiveness of the Company’s management of its material business risk. The greatest risk, of course, is the low probability of success for minerals exploration. The managing director has advised the Board that he believes the company’s management of its material business risks is effective. |
| (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and |
|
| (b) disclose in relation to each reporting period, whether such a review has taken place. |
|
| 7.3. A listed entity should disclose: Yes |
The Company did not have an internal audit function during the reporting period and did not disclose the processes it used to improve risk management. Nonetheless, it remains committed to effective management and control of these factors. The effectiveness of the Company’s risk management and internal control processes are subject to continual review by the Board. |
| (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 risk management and internal control processes. |
|
| 7.4. A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. Yes |
All material risks were announced to the market, in accordance with its continuous and other disclosure obligations pursuant to the ASX Listing Rules and the Corporations Act 2001 (Cth). The Board considers that the Company does not have, currently or in the foreseeable future, any material exposure to economic, environmental and social sustainability risks. |
| 8. Remunerate fairly and responsibly |
|
| 8.1. The Board of a listed entity should: Yes |
A Remuneration Committee has not been established. The role of the Remuneration Committee has been assumed by the full Board. As noted previously, the Company is small and has only one permanent employee. Contract services are purchased at market rates. Where possible, contract employees are remunerated using a combination of cash and company shares. |
| _(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; |
STATEMENT OF CORPORATE GOVERNANCE | 2018
9
==> picture [69 x 69] intentionally omitted <==
==> picture [51 x 105] intentionally omitted <==
-
(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
Any increase in director’s fees is subject to approval by security holders at the annual general meeting.
| 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. |
||
| 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 provides disclosure of all Directors remuneration in its annual report. Non-executive directors are remunerated at a fixed fee for time, commitment and responsibilities. Remuneration for non- executive directors is not linked to the performance of the Group. There are no documented agreements providing for termination or retirement benefits to non-executive directors (other than for superannuation). The managing director is offered a competitive level of base pay at market rates and is reviewed annually to ensure market competitiveness. Long term performance incentives include performance bonus payments, shares and / or options granted at the discretion of the Board and subject to obtaining the relevant approvals. |
|
| 8.3. A listed entity which has an equity- based remuneration scheme should: |
N/A The Company does not have a formal equity-based remuneration scheme. From time to time, contractors may be paid using a combination of cash and company shares with the value of the shares component determined by the board based on recent average share price or recent share issue price. |
|
| (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. |
STATEMENT OF CORPORATE GOVERNANCE | 2018
10
Rules 4.7.3 and 4.10.3[1]
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
| Name of entity: | |
|---|---|
| Lake Resources N.L. | |
| ABN / ARBN: 079 471 980 |
Financial year ended: |
| 079 471 980 | 30 June 2018 |
Our corporate governance statement[2] for the above period above can be found at:[3]
☐ These pages of our annual report: ☒ This URL on our website: www.lakeresources.com.au
The Corporate Governance Statement is accurate and up to date as at 11 October 2018 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 11 October 2018
==> picture [83 x 42] intentionally omitted <==
Andrew Bursill Company Secretary
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
Page 1
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should disclose: (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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location]… and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) 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); or (2) 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. |
… the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance Statement OR☐at [insert location]… and a copy of our diversity policy or a summary of it: ☐at [insert location]… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance StatementOR☐at [insert location]… and the information referred to in paragraphs (c)(1) or (2): ☐in our Corporate Governance Statement OR☐at [insert location] |
☒an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
… the evaluation process referred to in paragraph (a):☐in our Corporate Governance Statement OR☐at [insert location]… and the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR☐at [insert location] |
☒an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.7 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
… the evaluation process referred to in paragraph (a):☐in our Corporate Governance Statement OR☐at [insert location]… and the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR☐at [insert location] |
☒an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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. |
[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR☐at [insert location]… and a copy of the charter of the committee: ☐at [insert location]… and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR☐at [insert location][If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: ☒in our Corporate Governance StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
… our board skills matrix:☐in our Corporate Governance StatementOR☐at [insert location] |
☒an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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, association 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, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR☐at [insert location]… and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR☐at [insert location]… and the length of service of each director: ☒in our Corporate Governance StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.6 | A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. |
… our code of conduct or a summary of it:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate GovernanceStatement |
Page 5
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE 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. |
[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR☐at [insert location]… and a copy of the charter of the committee: ☐at [insert location]… and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☐at [insert location][If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
Page 6
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 4.3 | A 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. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable |
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. |
… our continuous disclosure compliance policy or a summary of it:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
… information about us and our governance on our website:☒at www.lakeresources.com.au |
☐an explanation why that is so in our Corporate Governance Statement |
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 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. |
… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable |
| 6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
… the fact that we follow this recommendation:☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
Page 7
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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. |
[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR☐at [insert location]… and a copy of the charter of the committee: ☐at [insert location]… and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☐at [insert location][If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 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 (b) disclose, in relation to each reporting period, whether such a review has taken place. |
… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☐in our Corporate Governance Statement OR☐at [insert location]… and that such a review has taken place in the reporting period covered by this Appendix 4G: ☐in our Corporate Governance StatementOR☐at [insert location] |
☒an explanation why that is so in our Corporate Governance Statement |
Page 8
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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 risk management and internal control processes. |
[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance Statement OR☐at [insert location][If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. |
… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
Page 9
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| 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. |
[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR☐at [insert location]… and a copy of the charter of the committee: ☐at [insert location]… and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR☐at [insert location][If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
… our policy on this issue or a summary of it:☐in our Corporate Governance StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement OR ☒w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 10
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … |
We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 |
|---|---|---|---|
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
… the information referred to in paragraphs (a) and (b):☐in our Corporate Governance Statement OR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
… the terms governing our remuneration as manager of the entity:☐in our Corporate Governance StatementOR☐at [insert location] |
☐an explanation why that is so in our Corporate Governance Statement |
Page 11