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MACRO METALS LIMITED — Governance Information 2021
Oct 28, 2021
65283_rns_2021-10-28_4eee51e1-af2d-4d53-a419-8fe28605ee0c.pdf
Governance Information
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ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
The Board of Directors of Kogi Iron Limited (“KFE” or the “Company”) is committed to conducting the Company’s business in accordance with the highest standards of corporate governance. The Board is responsible for the Company’s Corporate Governance and the governance framework, policy and procedures, and charters that underpin this commitment.
The Board has adopted, and endorses, the ASX Corporate Governance Council Principles and Recommendations (4th Edition) as amended from time to time (ASX Recommendations) and has adopted the ASX Recommendations that are considered appropriate for the Company given its size and the scope of its proposed activities. Details of the Company’s compliance with the ASX Recommendations are set out below.
In light of the Company’s current stage of development, the Board considers that its current composition is appropriate. As the Company’s activities change in nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed and may change.
The Company’s corporate governance policies and practices as at the date of this statement are outlined below and are available on the Company’s website (www.kogiiron.com/corporate-governance).
Board Charter
The Board guides and monitors the business and management of the Company. Under its Charter, the Board is responsible for, amongst other things:
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corporate governance and the strategic direction of the Company;
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protecting and enhancing Shareholder value;
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supervising the Company’s framework of control and accountability systems;
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reviewing performance and responsibilities within the Company to ensure division of functions are appropriate to the Company’s needs and that the Company is properly managed;
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monitoring and managing the financial performance of the Company;
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approving the annual budget and statutory reports;
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developing and implementing the Company’s policies and procedures and assessing their adequacy;
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monitoring and ensuring compliance with the Company’s continuous disclosure obligations;
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convening and attending general meetings of Shareholders; and
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assessing and approving all transactions which would impact on Shareholder value and, where relevant, make recommendations to shareholders.
A copy of the Board Charter is available on the Company’s website.
Composition of the Board
Election of Board members is substantially the province of the Shareholders in general meeting.
The current Board of Directors is as follows:
Mr Craig Hart Independent Non-Executive Chairman Mr Richard Little Independent Non-Executive Director Mr Sean Gregory Independent Non-Executive Director Mr Peter Huljich Independent Non-Executive Director
Details of the skills and experience of Directors of the Company are included in the Directors’ Report section of the 2021 Annual Financial Statements which are available on the Company’s website at www.kogiiron.com.
Board Committees
To assist the Board in fulfilling its responsibilities, it can appoint committees comprising people nominated at the discretion of the Board based on their expertise. ASX best practice recommendations suggest a company constitute Audit, Remuneration and Nomination Committees.
Audit and Governance Committee
In December 2018, the Board established a new Audit and Governance Committee. The Committee is currently chaired by Mr Peter Huljich. Mr Richard Little is a member of the Audit and Governance Committee.
The role of the Audit & Governance Committee is to assist the Board on focusing on issues relevant to:
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the integrity of the Company’s financial reporting and compliance;
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the oversight of material business risks, including the review and approval of the risk management and oversight policies of the Company; and
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
- the oversight of all governance related matters
The Company ensures the integrity of any unaudited financial information released to the market through the review and approval of the Board prior to release.
Remuneration and Nomination Committee
In May 2019, the Board established a new Remuneration and Nomination Committee. The Committee is currently chaired by Mr Peter Huljich. Mr Little is a member of the Remuneration and Nomination Committee.
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The role of the Remuneration and Nomination Committee is to assist the Board, and in particular:
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Considers Board and committee structure and composition as well as monitoring succession planning and the development of senior management; and
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Ensures that the Company has an appropriate reward strategy in place for executives that align their interests with that of Company shareholders.
Code of Conduct for Directors, Senior Executives and Employees
Value Statement
The Company is committed to integrity and fair dealing in its business affairs and to a duty of care to all employees, customers, contractors, suppliers and stakeholders.
These values are further detailed in the Company’s Code of Conduct for Directors, senior executives and employees to promote ethical and responsible decision making and execution of their roles and responsibilities.
The Code of Conduct can be found on the Company’s website.
Whistle-blower Policy
An important aspect of accountability and transparency is a mechanism to enable staff and other members of the Company to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s affairs. Nevertheless, where an individual discovers information which they believe shows serious malpractice or wrongdoing within the organisation then this information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of line management.
All material incidents are reported to the Board.
The Whistle-blower Policy can be found on the Company’s website.
Bribery and Corruption Policy
The Company is committed to conducting its business fairly, honestly and transparently, in accordance with all applicable laws and regulations in the jurisdictions in which it operates and to the highest ethical standards.
The Company will apply a “zero tolerance” approach to acts of bribery and corruption by any of its employees, contractors, or consultants. Responsibility for adherence to this policy rests with all employees of the Company, with executive management responsible for ensuring dissemination of the policy to their respective managers, supervisors, employees, contractors and consultants, with a focus on new employee’s, contractor and consultants to the Company.
All material incidents are reported to the Board.
The Bribery and Corruption Policy can be found on the Company’s website.
Continuous Disclosure
The Company is, subject to the exceptions contained in the Listing Rules, required to disclose to ASX any information concerning the Company which is not generally available and which a reasonable person would expect to have a material impact on the price or value of the Company’s Shares.
The Company is committed to observing its disclosure obligations under the Corporations Act and the Listing Rules. The Company encourages a culture of openness which is conducive to fulfilment of the Company’s disclosure obligations and creates clear lines of communication and authority with regard to the dissemination of information and continuous disclosure
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
issues. In accordance with this policy, all information provided to ASX is circulated to the Board and is made available on the Company’s website (www.kogiiron.com).
All investor presentations are lodged with the ASX prior to commencement of the presentation, where the presentation contains new or updated material information.
Share Trading Policy
The Company has adopted a Share Trading Policy that sets out the guidelines on the sale and purchase of securities in the Company by its Directors, employees and contractors. The policy generally provides that the written acknowledgement of the Chairman (or the Board in the case of the Chairman) must be obtained prior to trading.
Directors’ Disclosure Obligations
Any change in a Director’s direct or indirect interest in Company securities must be disclosed to the Company so that appropriate disclosure can be made by the Company to ASX in accordance with the Listing Rules.
Shareholder Communications Policy
This policy details how the Company is committed to keeping Shareholders appraised of the Company’s activities, including by providing regular communications that are balanced and understandable, ensuring information is easily accessible, and facilitating Shareholder participation in the Company’s general meetings.
At shareholder meetings all substantive resolutions are decided by a poll rather than a show of hands.
Risk Management Policy
The Company recognises the importance of managing risk and continues to put in place systems to assess, monitor and manage risk based on the Company’s size, history and strategy. The Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.
Diversity policy
The Company is committed to achieving employee, senior management and Board diversity. The Company is also committed to promoting a culture that embraces diversity and recognises that employees at all levels of the Company may have domestic responsibilities. The Company recognises the need to set diversity measures in each of its operating locations taking into account the differing diversity issues within each geographic location in which it operates. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.
The Company, in keeping with the recommendations of the Corporate Governance Council provides the following information regarding the proportion of gender diversity in the Group as at 30 June 2021:
| Male Female Total Proportion female |
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|---|---|
| Board Balance of Employees/Contractors |
4 - 4 0% 5 3 8 38% |
| 9 3 12 25% |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
Measurable objectives
The recommendations of the Corporate Governance Council relating to reporting require a Board to set measurable objectives for achieving diversity within the organisation, and to report against them on an annual basis. The Company has implemented measurable objectives as follows:
easurable objectives as follows: |
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|---|---|---|
| Measurable Objective | Objective Satisfied |
Comment |
| Promoting the concept of Equal opportunity within the Company and that employment, developments and promotion are based on merit. |
Yes | The Company’s selection, remuneration and promotion practices are merit based and as such are consistent with the goals of the Company’s Diversity Policy. |
| Ensure that recruitment of employees and directors is made from a diverse pool of qualified candidates |
Yes | The Company’s selection, remuneration and promotion practices are merit based and as such are consistent with the goals of the Company’s Diversity Policy. |
| Identify programs that assist in the development of a broader pool of skilled and experienced Board candidates |
Yes | The Company seeks to continually encourage self- improvement in all employees, irrespective of seniority, ability or experience, through external and internal training courses, regular staff meetings and relevant on job mentoring. |
| Identify and addressing any workplace behaviour that is inconsistent with the diversity objectives of the Company and values. |
Yes | The Company’s Code of Conduct underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees; which is consistent with the Company’s Diversity Policy. |
The Company has not implemented specific measurable objectives regarding the proportion of females to be employed within the organisation or implement requirements for a proportion of female candidates for employment and Board positions. The Board considers that the setting of quantitative gender based measurable targets is not consistent with the merit and ability-based policies currently implemented by the Company, particularly given the Company’s size.
The Board will consider the future implementation of gender-based diversity measurable objectives when more appropriate to the size and nature of the Company’s operations.
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
Compliance with ASX Recommendations
The table below summarises the Company’s compliance with the ASX Corporate Governance Councils Corporate Governance Principles and Recommendations (4[th] Edition), in accordance with ASX Listing Rule 4.10.3.
| Principles and Recommendations | Principles and Recommendations | Disclosure | Disclosure | Comply | Comply |
|---|---|---|---|---|---|
Principle 1– Lay solid foundations for management and oversight |
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1.1 |
A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
These matters are disclosed in the Company’s Board Charter, which is available on the Company’s website. |
Complies | ||
| 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 to not to elect or re-elect a director. |
The Board will ensure that prior to appointing a director, or recommending a new candidate for election as a director, that appropriate checks are undertaken as to the persons character, experience, education, criminal record and bankruptcy history. Security holders will be provided with all relevant information in the Board’s possession, relevant to a decision on whether or not to elect or re-elect a Director. Appropriate checks are also undertaken before appointinganysenior executives. |
Complies | ||
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
The Company executes a letter of appointment with each director and services agreements with senior executives. |
Complies | ||
| 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 theproper functioningof the board. |
The Company Secretary reports to the chair of the Board on all matters to do with the proper function of the Board. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Disclosure | Comply | Comply | |
|---|---|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose as at the end of each reporting period the measurable objective for achieving gender diversity set by the boards 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 the Act. |
A copy of the Diversity Policy is available on the Company’s website. A brief summary of the policy and its aims are disclosed in this corporate governance statement. The measurable objectives adopted by the Board are disclosed in this corporate governance statement. The measurable objectives, which seek to allow and promote diversity do not, at this stage, include any specific numerical targets for gender, or any other, diversity measures. The Board does not consider these appropriate to the current size of the business. This corporate governance statement includes disclosure regarding gender diversity within the Company as at 30 June 2021. The Company is not a “relevant employer” for the purposes of the Workplace Gender Equality Act. |
Does not comply |
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| 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 thatprocess. |
The Board has an established process for undertaking an annual review of the performance of its Board. A review was not undertaken in the year ended 30 June 2021 given the three of the four Directors were newly appointed in that year. A review was last undertaken in August 2019. |
Complies | ||
| 1.7 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with thatprocess. |
The Company has an established procedure for annual reviews of the CEO and senior executives. However, for the majority of the year ended 30 June 2021, the Company has operated without a CEO. There were no other senior executives during the year. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Compliance | Comply | Comply |
|---|---|---|---|---|
| Principle 2 – Structure the board to add value | ||||
| 2.1 | 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 skills, knowledge, experience, independence and diversity to enable it to discharge it duties and responsibilities effectively. |
The Company established a new Remuneration and Nomination Committee in May 2019. Due to the current size of the Board, this committee currently only has two members; Mr Peter Huljich an independent director as Chairman of the Committee and Mr Little. The Charter of the Committee is available on the Company’s website www.kogiiron.com. The Committee has not had any formal meetings in the period to 30 June 2021, as the full Board has undertaken the role of the Remuneration and Nomination Committee. As the Company's activities increase in size, scope and/or nature, the Board will consider the additional appointments to the Committee. |
Does not comply with (1) as currently only has 2 members, however both members are independent directors and the board is of the view that this is appropriate for the Company, considering its size and stage of development. |
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| 2.2 | A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
The Company has developed a Board skills matrix. Skill sets currently included on the Company’s Board include technical, financial, managerial, legal, corporate and commercial. Key specific skill sets and experience identified include: • Corporate governance & ethics • Community relations • Business strategy and planning • Environmental, native title and heritage • Finance • Risk management • Mergers and acquisitions • Legal and commercial • Exploration and feasibility • Development • Africa experience Details of the respective directors’ relevant experience and qualifications is included in the Annual Report. The Nomination Committee and the Board will consider the skill, knowledge, experience and independence of the Company’s directors in response to any actual or proposed changes in the Company’s activities or operations. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Compliance | Comply | Comply |
|---|---|---|---|---|
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; and (b) if a director has an interest, position, affiliation or relationship of the type described in Box .2.3 but the board is of the opinion that it does no 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. |
All four directors are currently considered by the Board to be independent directors. While there are presently unlisted options in place for these directors (as approved at the 2020 Annual General Meeting of shareholders), the Board is of the opinion that the quantum and nature of these options does not impair the independence of these directors. The length of service of each director is disclosed in the Company’s annual director reports and in notices of meetings when directors are nominated for re-election. |
Complies | |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
The Company currently has four independent members of the Company’s Board. At all times during the year, the Board maintained a majority of independent directors. |
Complies | |
| 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. |
Mr Craig Hart is the Chairman and is considered to be an independent non-executive director. The Company is currently operating without a CEO. The Board have taken a more hands on approach to directing the Company’s operations through a Project Manager for the Agbaja Project in Nigeria, and a Country Manager for the Nigerian operations. The Board will appoint a CEO at an appropriate time. |
Complies | |
| 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. |
There is no formalised policy in place however when a new director is appointed, the Board provides ample induction into the entity and Board members are encouraged to develop their skills according to individual needs. |
Does not comply, however the Board is of the view that this is appropriate for the Company, considering its size and stage of development. |
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| Principle 3 – A listed entity should act ethically and responsibly | ||||
| 3.1 | A listed entity should have and disclose its values. |
The Company’s value is disclosed in its Corporate Governance Statement above and in its code of conduct. |
Complies | |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct of its directors, senior executives and employees; and (b) disclose that code or a summaryof it. |
The Company’s code of conduct is available on the Company’s web site. |
Complies | |
| 3.3 | A listed entity should: (a) have and disclose a whistle-blower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
The Company’s whistle-blower policy is available on the Company’s web site. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Compliance | Comply |
|---|---|---|---|
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
The Company’s anti-bribery and corruption policy is available on the Company’s web site. |
Complies |
| 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 relevant qualifications and experience of the members of the committee; and (4) 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 rotations of the engagement partner. |
The Board established an Audit and Governance Committee in December 2018. Due to the current size of the Board, this committee currently comprises two members; Mr Huljich (Chairman), and Mr Little, both of whom are independent directors. Details of the respective directors’ relevant experience and qualifications is included in the Annual Report. During the reporting period to 30 June 2021, the Audit Committee has met once, with all members attending. |
Does not comply with (1) as currently only has 2 members, however both members are independent directors and the Board is of the view that this is appropriate for the Company, considering its size and stage of development. |
| 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 Board receives a statement signed by the Chairman and the Company Secretary. |
Complies |
| 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. |
The Company ensures the integrity of any unaudited financial information released to the market through the review and approval of the Board prior to release. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations Compliance |
Principles and Recommendations Compliance |
Principles and Recommendations Compliance |
Comply |
|---|---|---|---|
| Principle 5 – Make timely and balanced disclosure | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1; and |
The Company has a Continuous Disclosure policy, which is available on the Company’s web site. |
Complies |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made |
The Board automatically receives copies of all market announcements promptly after they have been made. |
Complies |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
All investor presentations are lodged with the ASX prior to commencement of the presentation, where the presentation contains new or updated material information. |
Complies |
| Principle 6 – Respect the rights of security holders | |||
| 6.1 | A listed entity should provide information about itself and its governance to investor via its website. |
The Company keeps all Corporate Governance related policies and documents on its website. |
Complies |
| 6.2 | A Listed entity should design and implement an investor relations program to facilitate effective tow-way communication with investors. |
The Company encourages all investors or potential investors to communicate with the Company via its web site. |
Complies |
| 6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of securityholders. |
The Company’s Shareholder Communication Policy is available on the Company web site. |
Complies |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than bya show of hands. |
At shareholder meetings all substantive resolutions are decided by a poll rather than a show of hands. |
Complies |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically |
Security holder can elect to receive communications from the Company electronically either by contacting the Company’s share registrar, or the Company directly. |
Complies |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Compliance | Comply | Comply |
|---|---|---|---|---|
| Principal 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 attendance 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. |
The Board established an Audit and Governance Committee in December 2018. One of this Committee’s responsibilities is to provide oversight of material business risks, including the review and approval of the risk management and oversight policies of the Company. Due to the current size of the Board, this committee currently comprises two members; Mr Huljich (Chairman), and Mr Little, both of whom are independent directors. Details of the respective directors’ relevant experience and qualifications is included in the Annual Report. During the reporting period to 30 June 2021, the Audit Committee met once, with all members attending. |
Does not comply with (1) as currently only has 2 members, however both members are independent directors and the Board is of the view that this is appropriate for the Company, considering its size and stage of development. |
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| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
The Board and senior management review and identify risks to the Company and its assets on an ongoing basis. Any new risks identified, or material changes to existing risks are reported on at subsequent Board meetings. The Board undertakes a formal review of the entity’s risk management framework, including whether the entity is operating with due regard to the risk appetite set by the Board, as and when there is a significant change in the nature or scale of the entity’s operations. Such a Board review was not considered necessary for the most recent reporting period and therefore does not comply with Recommendation 7.2. |
Does not comply | |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. |
Due to its size and limited scope of operations, the Company does not currently have an internal audit function. However, management does present and discuss risks and internal control with the full Board and through the Audit and Governance Committee. |
Complies with (b). |
ACN 001 894 033
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CORPORATE GOVERNANCE STATEMENT 2021 – 29 OCTOBER 2021
| Principles and Recommendations | Principles and Recommendations | Compliance | Comply |
|---|---|---|---|
| 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. |
The Company is subject to a number of economic, environmental, social sustainability and occupational health and safety risks, typical of those associated with a publicly listed entity engaged in the mineral exploration industry. All business risks are managed by the Board with the support of management, employees and consultants where appropriate. |
Complies |
| 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 attendance 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. |
The Company established a new Remuneration and Nomination Committee in May 2019. Due to the current size of the Board, this committee currently comprises two members; Mr Huljich (Chairman), and Mr Little, both of whom are independent directors. The Charter of the Committee is available on the Company’s website www.kogiiron.com. The Committee has not had any formal meetings in the period to 30 June 2021, as the full Board has undertaken the role of the Remuneration and Nomination Committee. As the Company's activities increase in size, scope and/or nature, the Board will consider the additional appointments to the committee. |
Does not comply with (1) as currently only has 2 members, however both members are independent directors and the Board is of the view that this is appropriate for the Company, considering its size and stage of development. |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive director and other senior executives. |
The Company discloses its practices in relation to the remuneration of non-executive directors and senior executives in its annual remuneration report. |
Complies |
| 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 transaction (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 |
The Company’s Security Trading Policy obliges all directors, officers and employees of the Company to advise the Company, via the company secretary, of any securitisation of Company securities. A copy of the policy is available on the Company’s web site. |
Complies |