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LITHIUM PLUS MINERALS LTD. — Governance Information 2022
Apr 21, 2022
65258_rns_2022-04-21_210addb2-8dee-4183-a429-325b60e8d058.pdf
Governance Information
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CORPORATE GOVERNANCE STATEMENT
Lithium Plus Minerals Ltd ( Lithium Plus Minerals or the Company ) is committed to the highest standards of corporate governance and accountability, in order to protect and enhance the interests of the Company and its shareholders. With these objectives in mind, the Board of the Company ( Board ) has created a corporate governance framework which adopts relevant internal controls, risk management processes and corporate governance practices that are designed to promote the responsible management and conduct of the Company.
This corporate governance statement sets out the Company's current compliance with the 4th edition of the ASX Corporate Governance Principles and Recommendations ( ASX Recommendations ), and the extent to which the Company has followed the ASX Recommendations. The corporate governance statement has been approved by the Board and is current as at 10 March 2022.
Copies of the Company's key corporate governance policies and the charters of the Board and each of its committees are available at the Corporate - Governance section of the Company website: https://lithiumplus.com.au/corporate governance/
| No. | ASX Recommendation Comply |
Explanation | |
|---|---|---|---|
| **1. ** | Lay solid foundation for management and oversight |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 1. Lay solid foundation 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 |
Yes | The Board has adopted a written board charter setting out the primary responsibilities of the Board and management. This Board assumes responsibilities including, but not limited to the following: • demonstrating leadership; • approving the Company's statement of values and code of conduct to underpin a culture of acting lawfully, ethically and responsibly; • approving and monitoring the Company's strategy, business performance objectives and financial performance objectives; • overseeing and monitoring the implementation of the Company's strategic objectives, instilling of the Company's values and performance generally; • overseeing and monitoring the establishment of systems of risk management by approving risk management policies, operational risk policies and procedures (including policies relating to health, safety and injury management) and systems of internal controls; and • monitoring compliance with legal and regulatory requirements, ethical standards and external commitments and, generally, safeguarding the |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (b) those matters expressly reserved to the board and those delegated to management. |
Yes | reputation of the Company. Pursuant to the Board Charter, the following matters are specifically reserved for the Board: • the appointment and removal of the Executive Chairman, the determination of the Executive Chairman's terms and conditions (including remuneration) and review of the Executive Chairman's performance; • the appointment and removal of the Chief Financial Officer and the Company Secretary; • any matters in excess of any discretions that the Board may have delegated to the Executive Chairman or senior executives; • approval of: othe Company's strategy, annual budget and major capital expenditure; othe Company's remuneration policy, including: ▪ the remuneration and conditions of service (including incentives) for executive Directors, senior executives, the Chief Financial Officer and the Company Secretary; ▪ industrial instruments or agreements of general application to some or all of the Company's employees; and ▪ incentive plans; osignificant changes to the organisational structure of the Company; othe appointment, and, with assistance from the Remuneration and Nominations Committee, performance evaluation of senior executives and any other officers as the Board may determine; othe acquisition, establishment, disposal or cessation of any significant assets of the Company; othe amount, nature and term of the Company's debt facilities; othe issue of any shares, options, equity instruments or other equity securities in the Company; oany public statements which reflect significant issues of the Company |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
performance, policy or strategy;oany changes to the discretions delegated by the Board; and othe Company's dividend policy and the payment of dividends; • reviewing, with the assistance of reports from the Remuneration and Nominations Committee, succession planning for senior executives on a regular and continuing basis; and • the appointment, reappointment or replacement of the external auditor, upon the advice of the Audit and Risk Committee. A copy of the Board Charter is available on the Company's website. |
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| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting forward a person for election as a director; and |
Yes | The Company has established a Nominations Committee which assists the Board to identify individuals who are qualified to become Board members by assessing: • the skills, experience, expertise and personal qualities that will best complement the effective operation of the Board; • the capability of the candidate to devote the necessary time and commitment to the role (this involves a consideration of matters such as other Board or executive appointments); and • potential conflicts of interest and independence. The Committee undertakes background checks to the person's character, experience, education, criminal record and bankruptcy history when assessing whether someone is qualified to be a Board member. Offers of a Board appointment must only be made by the Executive Chairman after all Directors have been consulted,with anyrecommendations from the Committee having |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re- elect a director. |
Yes | been circulated to all Directors. Securityholders will be provided with all material information relevant to a decision on whether or not to elect or re-elect a Director in any notice of meeting pursuant to which the resolution to elect or re-elect such Director will be voted on. |
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| 1.3 | A listed entity should have a written agreement with each director and senior executive should have a written agreement setting out the terms of their appointment. |
Yes | All Directors and senior executives are given written agreements with the Company which sets 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 is accountable to the Board, through the Executive Chairman, on all matters to do with the proper functioning of the Board. His advice and services are available to all Directors and committees of the Board. The Company Secretary is responsible for the co-ordination of all Board Committee business, including agendas, papers, minutes, communication with independent advisers and to develop and maintain the information systems and processes that are appropriate for the Board to fulfil its role. |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; and |
Yes | The Company has adopted a Diversity Policy, available on its website. In accordance with the Diversity Policy, the Company is committed to an inclusive workplace that embraces and promotes diversity at all levels of the Company. The Board will establish diversity-related measurable objectives for the Company. Assessment of these objectives and review of progress will be carried out on an annual basis by the Board. Progress against targets will be included in the Company's annual reports. The Executive Chairman will monitor the progress and report to the Board on the effectiveness of diversity related initiatives, including progress against measurable objectives. |
| (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 |
Yes |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieving gender diversity; (2) the Company's progress towards achieving those objectives; and (3) either: (A) 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 (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. |
Yes | The Company will disclose at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board in accordance with this policy and its progress towards achieving them. The Executive Chairman will monitor the progress and report to the Board on the effectiveness of diversity related initiatives, including progress against measurable objectives. In light of the current size and nature of the Company’s operations, the Board has determined that it is not currently practicable to set measurable objectives for achieving various measures of diversity. The Board will further consider the establishment of measurable objectives for achieving gender diversity as the Company develops and its circumstances change. At the time of this Statement, the Board comprises 4 male Directors. There are no employed senior executives other than the Executive Director. The Board will continue to give consideration to diversity (among other factors) in future appointments to the Board and to senior executive positions. |
|
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its |
Yes | The Board will evaluate at least annually the performance of the Board, each Director and each Board Committee. The Board will disclose in the Company's Annual Report whether a performance evaluation has been undertaken during the relevant reporting period. |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| committees and individual directors; and |
The Board will consider the outcome of the evaluation of those Directors who are seeking election or re-election at an annual general meeting in considering whether to recommend those Directors for election or re-election. Evaluations will be undertaken against a set criteria and will have regard to the collective nature of Board work and the operation of the governance processes established in this document, and where appropriate seek to identify areas where performance could be improved. Where the Board considers it appropriate, third party advisers may be engaged to provide assistance. |
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| (b)disclose in relation to each reporting period whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
Yes | ||
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of the senior executives; and |
Yes | The Board is responsible for the performance evaluation of senior executives, with assistance from the Remuneration and Nominations Committee. Among other things, the Board will review at least annually each senior executive's performance against key performance indicators and will set new targets. The Company will disclose whether a performance evaluation of senior executives has been undertaken each year, at the time of release of the Company's Annual Report. |
| (b) disclose in relation to each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
Yes | ||
| 2. Structure the Board to be effective and add value | |||
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 2.1 | The Board should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and |
Yes | The Company has established a Remuneration and Nominations Committee, which consists of at least three members, the majority of whom are independent, including the chair of the Committee. A copy of the Remuneration and Nominations Committee Charter is available on the Company's website. The Remuneration and Nominations Committee is comprised of the following members: (a) Mr Simon Kidston (Chair); (b) Dr Jason Berton; and (c) Mr Su Su. The Company considers that all of members of the Remuneration and Nominations Committee are independent. Details of attendance at Committee meetings and the number of meetings held during the period will be disclosed in the Company's Annual Report. |
| (2) is chaired by an independent director, and disclose |
Yes | ||
| (3) the charter of the committee; |
Yes |
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| (4) members of the committee; and |
Yes | ||
| (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 |
Yes | ||
| (b) if it does not have a nomination committee, disclose that fact and the processes it |
N/A |
| No. | ASX Recommendation | Comply | Explanation | Explanation | Explanation |
|---|---|---|---|---|---|
| employees 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. |
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| 2.2 | The Company should have and disclose a Board skills matrix and diversity that the Board currently has or is looking to achieve. |
Yes | The Company has developed a Board Skills Matrix to ensure that it has a mix of skills, experience and diversity appropriate to enable the Board to discharge its functions. The Board has the following mix of skills and experience, at the date of this statement: Skill and experience Number of Directors Industryknowledge 3 Financial markets experience 3 Financial acumen 2 Experience as a director of other ASX-listed entities 3 Held CEO or similarposition in a similar organisation 4 Risk management experience 4 |
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| Skill and experience | Number of Directors | ||||
| Industryknowledge | 3 | ||||
| Financial markets experience | 3 | ||||
| Financial acumen | 2 | ||||
| Experience as a director of other ASX-listed entities | 3 | ||||
| Held CEO or similarposition in a similar organisation | 4 | ||||
| Risk management experience | 4 | ||||
| 2.3 | A listed entity should disclose: (a) the names of directors considered to be independent directors; |
Yes | The names of independent directors and their length of service will be disclosed in the Annual Report. The Board has assessed the independence of directors against the criteria set out in the ASX Corporate Governance Principles and Recommendations. The Board has reviewed the position and associates of each of Directors in office and has |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (b) if a director has an interest, position, association or relationship as described in Box 2.3 of guidance to Principle 2, 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 |
Yes | determined that all Non-Executive Directors are independent. Mr Bin Guo is not considered independent due to his executive chairman role in the Company and because he is a director of a significant shareholder of the Company and is an eligible beneficiary of a trust that owns the shareholder entity. |
|
| (c) the length of service of each director. |
Yes | ||
| 2.4 | A majority of the Board should be independent directors. |
Yes | The Board has considered the guidance to Principle 2:Structure the Board to be _Effective and Add Value_within the ASX Recommendations and in particular, Box 2.3, which contains a list of “relationships affecting independent status.” The Board comprises of three Non-Executive Directors, and the Executive Chairman: (a) Dr Bin Guo, Executive Chairman; (b) Mr Simon Kidston, Independent Non-Executive Director; (c) Dr Jason Berton, Independent Non-Executive Director; and (d) Mr Su Su, Independent Non-Executive Director. The Board considers Mr Simon Kidston, Dr Jason Berton and Mr Su Su to be independent directors. The Board considers that each Non-Executive Director is free from any interest, position, association or relationship that might influence, or reasonably be perceived to influence, the independent exercise of the Director's judgement and that each of them are able to fulfil the role of independent Director for the purpose of the ASX |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| Recommendation. | |||
| 2.5 | The chair of the Board should be an independentdirector and should not be the same person as the CEO. |
No | The Company has determined that Dr Bin Guo will be appointed as the Executive Chairman, which does not comply with the Recommendations. |
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
Yes | New directors will be provided with an induction programme to assist them in becoming familiar with the Company, its managers and its business following their appointment. Directors may, with the approval of the Chairman, undertake appropriate professional development opportunities (at the expense of the Company) to maintain their skills and knowledge needed to perform their role. |
| 3. Instil a culture of acting lawfully, ethically and responsibly | |||
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 3.1 | A listed entity should articulate and disclose its values. |
Yes | The Company has outlined its values in its Code of Conduct, available on the Company's website. |
| 3.2 | A listed entity should: (a) have and disclose a conduct of conduct for its directors, senior executives and employees; and |
Yes | The Company has adopted a formal Code of Conduct, which can be accessed at the Company’s website. The Code of Conduct requires any breach of the code to be reported to the Compnay. |
| (b) ensure that the Board, or a committee of the Board, is informed of any material breaches of the code. |
Yes | ||
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and |
Yes | The Company has adopted a Whistleblower Policy, which can be accessed at the Company's website. The Whistleblower Policy encourages the reporting of any suspected fraud or corrupt conduct or any other form of inappropriate behaviour (reportable conduct). While this would generally be through the normal channels of line management, there may be times where an employee or contractor believes it is inappropriate or difficult for matters to be reported through these channels. In these cases it is important that employees or contractors have another avenue through which to express their concerns in order to protect their identity. |
| (b) ensure that the Board, or a committee of the Board, is informed of any material incidents reported under that policy. |
Yes |
| No. | ASX Recommendation | Comply | Explanation | |
|---|---|---|---|---|
| 3.4 | A listed entity should: (a) have and disclose an Anti- Bribery and Corruption Policy; and |
Yes | In accordance with the ASX guidance to Recommendation 3.4, the Company's Code of Conduct contains the Company's Anti-Bribery and Corruption Policy. All directors and employees will receive general anti-bribery and corruption awareness training annually. This training may be facilitated either on-line or face-to-face. Non completion of anti-bribery and corruption training will be escalated and may result in disciplinary action. |
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| (b) ensure that the Board, or a committee of the Board, is informed of any material breaches of the policy. |
Yes | If any employee, irrespective of the position they hold, becomes aware of conduct which breaches or is suspected to have breached the Code of Conduct, they must immediately report the conduct to the Company. |
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| 4. Safeguard the integrity of corporate reports | ||||
| 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 |
Yes | The Board has established an Audit and Risk Committee consisting of a minimum of three non-executive directors, a majority of whom are independent. The Committee assists the Board in ensuring the integrity of the Company's financial reporting, effectiveness of the Company's systems of financial risk management and internal control and monitoring the Company's external audit functions. The Audit and Risk Committee iscomprised of the following members: (a) Mr Su Su (Chair); (b) Dr Jason Berton; and (c) Mr Simon Kidston. A copy of the Audit and Risk Committee Charter can be accessed at the Company’s website. The Company considers that all of members of the Audit and Risk Committee are |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| independent. The relevant qualifications and experience of the members of the Committee are disclosed in the Company's Prospectus and will be disclosed in the Company's Annual Report. Details of attendance at Committee meetings and the number of meetings held during the period will be disclosed in the Company's Annual Report. |
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| (2) is chaired by an independent director, who is not a chair of the board, And disclose, |
Yes | ||
| (3) the charter of the committee; |
Yes | ||
| (4) the relevant qualifications and experience of the members of the committee; and |
Yes | ||
| (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 |
Yes | ||
| (b) if it does not have an audit committee, disclose that fact and the processes it employees that independently verify and safeguard the integrity of its corporate reporting, including |
N/A |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
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| 4.2 | Before approving the financial statements for a financial period, the Board should receive from the Chief Executive Officer and the Chief Financial Officer a declaration that, in their opinion, the financial records have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the company and that the opinion has been formed on the basis a sound system of risk management and internal control which is operating effectively. |
Yes | In accordance with section 295A of the Corporations Act, before approving the annual financial statements, the Board will receive appropriate declarations from the Executive Chairman and Chief Financial Officer that, in their opinion, the financial records have been properly maintained, comply with the relevant standards, and give a true and fair view of the financial position and performance of the Company, and their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
Yes | In respect of any corporate report that is not audited or reviewed by an external auditor, prior to its release, the Company will verify that information and will disclose the process undertaken to verify the integrity of the report. |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 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. |
Yes | The Company has adopted a Continuous Disclosure Policy to promote awareness within the Company of its continuous disclosure obligations and to provide timely and accurate information to keep the market fully informed of any matters which may have a material effect in the price or value of the Company’s securities in accordance with its obligations under the_Corporations Act 2001_(Cth) and the ASX Listing Rules. The policy also sets out procedures for dealing with external communications that seek to ensure, among other things, that market sensitive information is first disclosed to ASX before being communicated to third parties. A copy of the Company's Continuous Disclosure Policy is available on the Company’s website. |
| 5.2 | A listed entity should ensure that the Board receives copies of all material market announcements promptly after they have been made. |
Yes | The Company's Continuous Disclosure Policy governs the release of information to the market, including the requirement for board approval. All Directors will receive material announcements promptly after they are made. |
| 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 Announcement Platform ahead of the presentation. |
Yes | Under the Company's Continuous Disclosure Policy the Company will provide ASX with a copy of all new and substantive investor or analyst presentation materials ahead of the presentation. |
| No. | ASX Recommendation | Comply | Explanation | |
|---|---|---|---|---|
| 6. Respect the rights of security holders | ||||
| 6.1 | Provide information about itself and its governance to investors via its website. |
Yes | The Company's website contains information which is relevant to stakeholders including: corporate governance policies and codes; its statement of values; media and market announcements; and presentations to shareholders and institutional investors. The Company will regularly update the website and contents therein as deemed necessary. |
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| 6.2 | Establish an investor relations program to facilitate effective two-way communication with investors. |
Yes | The Company will have in place an investor relations program to facilitate effective two way communication with investors. The program includes scheduled and ad hoc interactions with institutional investors, analysts and financial media. Views expressed by investors and others are communicated to management and, as appropriate, the Board through this program. |
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| 6.3 | Disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. |
Yes | The Company has adopted a Communications Policy whereby information will be communicated to shareholders through a range of forums and publications including: • AGM and other general meetings; • Investor presentations and other public presentations; • Media and market announcements; • ASX announcements, including annual and half year financial results; and • the Company's website. |
| No. | ASX Recommendation | Comply | Explanation | |
|---|---|---|---|---|
| 6.4 | All substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
Yes | The Company conducts voting on all substantive resolutions by way of a poll. | |
| 6.5 | Security holders should have the option to receive communications from, and send communications to, the company and its security registry electronically. |
Yes | Technology has allowed the Company to more effectively communicate with its stakeholders. Accordingly the Company has put in place arrangements such that: • shareholders can elect to receive communications from, and send communications to, us and the Company's share registry electronically; • the Company's email system allows team members and stakeholders to communicate simply and easily with management and our wider team; and • shareholders can elect to receive the Company's Annual Report electronically or in hard copy through the mail. |
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| 7. Recognise and manage risk | ||||
| 7.1 | The Board should: (a) have a committee(s) to oversee risk, each of which: |
Yes | The Board has established the Audit and Risk Committee which is responsible for overseeing the establishment of the Company's risk management framework and monitoring the effectiveness of the systems of risk management, operational risk policies, procedures and systems internal controls. The Audit and Risk Committee is comprised of the following members: (a) Dr Jason Berton (b) Mr Simon Kidston; and (c) Mr Su Su (Chair). The Company considers all three members to be independent. A copy of the Audit and Risk Committee Charter is available on the Company's |
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| (1) have at least three members, a majority of whom are independent directors; and |
Yes | |||
| (2) is chaired by an independent director, And disclose, |
Yes |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (3) the charter of the committee; and |
Yes | website. The number of Audit and Risk Committee meetings held during the period will be disclosed in the Company's Annual Report. |
|
| (4) the members of the committee; and |
Yes | ||
| (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 |
Yes | ||
| (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/A | ||
| 7.2 | The Board or a committee of the Board should: (a) review the 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 |
Yes | In accordance with the Company’s Board Charter, the Board is responsible for overseeing the establishment of systems of risk management by approving risk management policies, operational risk policies and procedures and systems of internal controls, and monitoring the effectiveness of the systems of risk management, operational risk policies and procedures and systems internal controls. The role of the Audit and Risk Committee includes supporting the Board with approving and monitoring a risk management framework that is consistent with the approved risk appetite. |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (b) disclose, in relation to each reporting period, whether such a review has taken place. |
Yes | ||
| 7.3 | Disclose whether or not the Company has an internal audit function and if not, the processes employed for evaluating and continually improving effectiveness of its risk management and internal control. |
Yes | The Company does not currently have an internal audit function given its size and stage of its business. However, as set out in the Audit and Risk Committee Charter, the Audit and Risk Committee has responsibility to ensure that the Company has an adequate and effective system of internal audit or control and a system to identify and manage business risks, and a review of internal audit or control systems and the operational effectiveness of the policies and procedures related to risk and internal audit or control . |
| 7.4 | The Company should disclose whether it has any material exposure to environmental and social risks and if it does, how it manages or intends to manage those risks. |
Yes | The Audit and Risk Committee has responsibility to ensure there's a process to identify and manage any material exposure to economic, environmental and social sustainability risks. Any material exposure to risk will be announced to the market, and will be disclosed in the Annual Report, in accordance with the requirements of the ASX Listing Rules or otherwise. |
| 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 |
Yes | The Company has established a Remuneration and Nominations Committee which meets these criteria. The Company has established a Remuneration and Nominations Committee, which consists of at least three members, the majority of whom are independent, including the chair of the Committee. A copy of the Remuneration and Nominations Committee Charter is available on the Company's website. The Remuneration and Nominations Committee is comprised of the following |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| (2) is chaired by an independent director, and disclose |
Yes |
members: (d) Mr Simon Kidston (Chair); (e) Dr Jason Berton; and (f) Mr Su Su. The Company considers that all of members of the Remuneration and Nominations Committee are independent. Details of attendance at Committee meetings and the number of meetings held during the period will be disclosed in the Company's Annual Report. |
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| (3) the charter of the committee; (4) the members of the committee; and |
Yes | ||
| (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 |
Yes | ||
| (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. |
Yes | ||
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and that of Executive Directors and senior executives. |
Yes | The remuneration of the non-executive Directors and executive Directors is set out in the Company's Prospectus. The remuneration arrangements for Non-Executive Directors, Executive Directors and senior management will be reviewed and approved by the Remuneration and Nominations Committees on an annual basis. |
| No. | ASX Recommendation | Comply | Explanation |
|---|---|---|---|
| 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 which limit the economic risk of participating in the scheme and; |
Yes | The Company has a Securities Trading Policy which prohibits directors, officers, and employees from entering into transactions or arrangements which limit the economic risk of their security holding in the Company. The Securities Trading Policy can be accessed on the Company’s website. |
| (b) disclose the policy or a summary of the policy. |
Yes |