PATERSON RESOURCES LIMITED ACN 115 593 005 (Company)
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021
This Corporate Governance Statement is current as at 30 September 2021 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.
Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.
Further information on the Company's corporate governance policies and practices can be found on the Company's website at www.patersonresources.com.au.
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| Principle 1: Lay solid foundations for management and oversight |
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| Recommendation 1.1A listed entity should have and disclose a boardcharter setting out:(a)the respective roles and responsibilitiesof its Board and management; and(b)those matters expressly reserved to theBoardandthosedelegatedtomanagement. |
YES |
The Company has adopted a Board Charterthat sets out the specificroles and responsibilities of the Board,the Chairand managementandincludes a description of those matters expressly reserved to the Boardand those delegated to management.The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles andresponsibilities of the Chairman and Company Secretary, theestablishment, operation and management of Board Committees(ifany), Directors' access to Company records and information, details ofthe Board's relationship with management, details of the Board'sperformance review and details of the Board's disclosure policy.A copy of the Company's Board Charter, which is part of the Company'sCorporate Governance Plan, is available on the Company's website. |
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| Recommendation 1.2A listed entity should:(a)undertake appropriate checks beforeappointing a director or senior executiveor putting someone forward for electionas a Director; and(b)providesecurityholderswithallmaterial informationin its possessionrelevant toa decision on whether or notto elect or re-elect a Director. |
YES |
(a)The Company has guidelines for the appointment and selection ofthe Boardand senior executivesin its Corporate Governance Plan.The Company's Nomination Committee Charter(inthe Company'sCorporate Governance Plan)requires the Nomination Committee(or, in its absence, the Board) to ensure appropriate checks(including checks in respect of character, experience, education,criminal record and bankruptcy history (asappropriate)) areundertaken before appointing a person, or putting forward tosecurity holders a candidate for election, as a Director.In theevent of an unsatisfactory check, a Director is requiredto submittheir resignation.(b)UndertheNominationCommitteeCharter,allmaterialinformation relevant to a decision on whether or not to elect orre-elect a Director mustbe provided to security holders in the |
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Notice of Meeting containing the resolution to elect or re-elect aDirector. |
| Recommendation 1.3A listed entity should have a written agreementwith each Director and senior executive settingout the terms of their appointment. |
YES |
TheCompany'sNominationCommitteeCharterrequirestheNomination Committee (or, in its absence, the Board) to ensure thateach Director and senior executive ispersonallya party to a writtenagreement with the Company which sets out the terms of thatDirector's or senior executive's appointment.The Company has had written agreements with each of its Directorsand senior executives for the past financial year. |
| Recommendation 1.4The Company Secretary of a listed entity shouldbe accountable directly to the Board, throughthe Chair, on all matters to do with the properfunctioning of the Board. |
YES |
The Board Charter outlines the roles, responsibility and accountabilityof the Company Secretary. In accordance with this, the CompanySecretary is accountable directly to the Board, through the Chair, on allmatters to do with the proper functioning of the Board. |
| Recommendation 1.5A listed entity should:(a)haveand disclosea diversity policy;(b)through its board or a committee of theboard set measurable objectives forachievinggenderdiversityinthecompositionofitsboard,seniorexecutives and workforce generally;and(c)disclose in relationtoeach reportingperiod:(i)the measurable objectives set |
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(a)The Company has adopted a Diversity Policywhich provides aframework for the Company to establish,achieve and measurediversity objectives,including in respect of gender diversity.TheDiversity Policy is available, as part of the Corporate GovernancePlan, on the Company's website.(b)The Diversity Policyallowsthe Board to setmeasurable genderdiversity objectives,if considered appropriate, and to continuallymonitor both the objectives [if any have been setand theCompany's progress in achieving them.(c)The Board did not set measurable gender diversity objectives forthe past financial year, because:(i)the Board did not anticipate there would be aneed to |
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for that period to achievegender diversity;the entity's progress towardsachieving those objectives; and |
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appoint any new Directors or senior executives due to thelimited nature of the Company's existing and proposedactivities and the Board's view that the existing Directorsand senior executives have sufficient skill and experience tocarry out the Company's plans; and |
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either:(A) |
therespectiveproportionsofmenand women on theBoard,inseniorexecutivepositionsand across the wholeworkforce(including |
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below.Women |
Men |
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the respective proportions of men and women on theBoard, in senior executive positions and across the wholeorganisation (including how the entity has defined "seniorexecutive" for these purposes) for the past financial year is% Female |
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how the entity hasdefined"senior |
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Board of Directors |
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3 |
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executive" for thesepurposes); or |
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Other KMP1Other Employees |
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1- |
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14%- |
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(B) |
iftheentityisa"relevantemployer"under the WorkplaceGender Equality Act,theentity'smostrecent"GenderEquality Indicators", asdefinedintheWorkplaceGenderEquality Act. |
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Total Organisation1Anposition ofCompany. |
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14%executive office holding below the Board level, this being theCompany Secretary, is held by a female contractor to the |
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forachievinggender |
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| diversity in the composition of its board shouldbe to have not less than 30% of its directors ofeach gender within a specified period. |
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| Recommendation 1.6A listed entity should:(a)haveanddiscloseaprocessforperiodically evaluating the performanceof the Board, its committees andindividual Directors; and(b)discloseforeachreportingperiodwhether a performance evaluation hasbeen undertaken inaccordance withthat process during or in respect of thatperiod. |
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(a)The Company's Nomination Committee (or, in its absence, theBoard) is responsible for evaluating the performance of theBoard, its committees(if any)and individual Directors on anannual basis. It may do so with the aid of an independent advisor.The process for this is set outin the Company's CorporateGovernance Plan,which is available on the Company's website.(b)The Company's Corporate Governance Plan requires the Companyto disclosewhether or not performance evaluations wereconducted during the relevant reporting period. The Board hasdeveloped an informal process for performance evaluationwhereby the performance of all directors is reviewed regularly bythe Chair. The Board as a whole may then hold a facilitateddiscussion during which each Board member has the opportunityto raise any matter, suggestion for improvement or criticism withthe Board as a whole. The Chair and of the Board may alsomeetindividuallywitheachBoardmembertodiscusstheirperformance. Non-executive directors may also meet to discussthe performance of the Chair. Directors whose performance isconsistently unsatisfactorymay be asked to retire.The Company has not completed formal performance evaluationsin respect of the Boardand individual Directors for the pastfinancial year in accordance with the above process.Goingforward, when the Company's operations are of sufficient size andcomplexity, it is the Company's intention that all directors willreceive individual performance evaluations at least annually. |
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| Recommendation 1.7A listed entity should:(a)haveanddiscloseaprocessforevaluating the performance of itsseniorexecutivesat least once every reportingperiod; and(b)discloseforeachreportingperiodwhether a performance evaluation hasbeen undertaken inaccordance withthat process during or in respect of thatperiod. |
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(a)The Company's NominationCommittee (or, in its absence, theBoard) is responsible for evaluating the performance of theCompany's senior executiveson an annual basis. The Company'sRemuneration Committee (or, in its absence, the Board) isresponsible for evaluating the remuneration of the Company'ssenior executives on an annual basis. A senior executive, for thesepurposes, means key management personnel (as defined in theCorporations Act) other than a non-executive Director.The applicable processesfor these evaluations canbe found inthe Company's Corporate Governance Plan, which is available onthe Company's website.(b)The Company has developed an informal process of performanceevaluation whereby an assessment of progress is carried outthroughout the year. The Board as a whole may then hold afacilitated discussion during which each Board member has theopportunity to raise any matter, suggestion for improvement orcriticism with the Board as a whole. The Chair of the Board mayalso meet individually with Executive Directors, to discuss theirperformance.ExecutiveDirectorswhoseperformanceisconsistently unsatisfactory may be asked to retire.The Companycurrently has not completed anyformal performance evaluationsin respect of the senior executives for the past financial year inaccordance with the applicable processes. |
| Principle 2: Structure the Board toadd value |
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| Recommendation 2.1The Board of a listed entity should:(a)have a nomination committee which: |
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(a)The Company's Nomination Committee Charter provides for thecreation of a Nomination Committee(if it is considered it willbenefit the Company), with atleast three members, a majority ofwhom are independent Directors, and which mustbe chaired by |
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has at least three members, amajorityofwhomareindependentDirectors; and |
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an independent Director(b)The Company did not have a Nomination Committee for the pastfinancial year as the Board did not consider the Companywould |
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is chaired by an independentDirector, |
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benefit from its establishment. In accordance with the Company'sBoard Charter, the Board carries out the duties that would |
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and disclose: |
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ordinarily be carried out by the Nomination Committee under theNomination Committee Charter, including the following processes |
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(iii)the charter of the committee; |
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to address succession issues and to ensure the Board has the |
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(iv)themembersofthecommittee; and |
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appropriate balance of skills, experience, independence andknowledge of the entity to enable it to discharge its duties andresponsibilities effectively: |
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as at the end of each reportingperiod, the number of timesthe committee met throughout |
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(i)devoting time at least annually to discuss Board successionissues; and |
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the period and the individualattendances of the members atthose meetings; or |
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(ii)all Board members being involved in the Company'snomination process, to the maximum extent permittedunder the Corporations Act and ASX Listing Rules. |
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if it does not have a nominationcommittee, disclose thatfact and theprocesses it employs to address Boardsuccession issues and to ensure that theBoard has the appropriate balance ofskills,knowledge, experience,independence and diversity to enable itto discharge its duties and |
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The Board oversees the appointment and induction process fordirectors and the selection, appointment andsuccession planningprocess of the Company's Managing Director. When a vacancyexists or there is a needfor a particular skill, the Board,determinesthe selection criteria that will be applied. The Boardwill then identifysuitable candidates, with assistance from anexternal consultant if required, and will interview and assess theselected candidates. |
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Directors are initially appointed by the Board and must stand forre-election at the Company's next Annual GeneralMeeting ofshareholders. Directors must then retire from office and |
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nominate for re-election at least once every three years with the
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exception of the Managing Director. |
| Recommendation 2.2A listed entity should have and disclose a Boardskillsmatrix setting out the mix of skills that theBoard currently has or is looking to achieve in itsmembership. |
NO |
Under the Nomination CommitteeCharter(inthe Company's CorporateGovernance Plan), the Nomination Committee (or, in its absence, theBoard) is required to prepare a Board skillsmatrix setting out the mix ofskills that the Board currently has (or is looking to achieve) and toreview this at least annuallyagainst the Company's Board skills matrixto ensure the appropriate mix of skills to discharge itsobligationseffectively and to add value and to ensure the Board has the ability todeal with new and emerging business and governance issues.Given the current size and stage of development of the Company theBoard has not yet established a formal boardskills matrix. Gaps in thecollective skills of the Board are regularly reviewed by the Board as awhole, with theBoard proposing candidates fordirectorships havingregard to the desired skills and experience required by theCompany aswell as the proposed candidates' diversity of background.The Board Charter requires the disclosure of each Board member'squalifications and expertise. Full details as to each Director and seniorexecutive's relevant skills and experience are available in theCompany's Annual Report. |
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| Recommendation 2.3A listed entity should disclose:(a)the names of the Directors consideredbytheBoardtobeindependentDirectors;(b)if a Director has an interest, position orrelationship of the type described in Box2.3 of the ASX Corporate GovernancePrinciples and Recommendations(4thEdition), but the Board is of the opinionthat it does not compromise theindependence of the Director, thenature of the interest, positionorrelationshipinquestionandanexplanation of why the Boardis of thatopinion; and(c)the length of service of each Director |
YES |
(a)The Board Charter requires the disclosure of the names ofDirectors considered by the Board to be independent.TheCompany has disclosed those Directors it considered to beindependent in its Annual Report. The current Board compositionincludes 2Non-Executive Directors (2of whomare considered tobe independent), Mr Nick Johansen and Mr Ken Banks. The Boardhas considered the guidance to Principle 2 and in particular therelationshipsaffecting independent status. In its assessment ofindependence, the Board considers all relevant facts andcircumstances. Relationships that the Board will take intoconsideration when evaluating independence are whether aDirector:•is a substantial shareholder of the Company or an officer of,or otherwise associated directly with, a substantialshareholder of the Company;•is employed, or has previously been employed in anexecutive capacity by the Company or another Companymember, and there has not beena period of at least threeyears between ceasing such employment and serving on theBoard;•has within the last three years been a principal of a materialprofessional advisor or a material consultant to theCompany or another Company member, or an employeematerially associated with the service provided;•is a material supplier or customer of the Company or other |
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Company member, or an officer of or otherwise associateddirectly or indirectly with a material supplier or customer; or•has a material contractualrelationship with the Company or |
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another Company member other than as a Director. |
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(b)There are no independent Directors who fall into this category; |
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(c)The Company's Annual Reportdiscloses the length of service ofeach Director, as atthe end of each financial year. |
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Nick Johansen (appointed 15 March 2019)Ken Banks (appointed11 December 2020) |
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Matt Bull (appointed 16 February 2019) |
| Recommendation 2.4A majority ofthe Board of a listed entity shouldbe independent Directors. |
YES |
The Company's Board Charter requires that, where practical, themajority of the Board shouldbe independent. The Board currentlycomprises a total of 3directors, of whom 2are considered to beindependent.As such, independent directors currently comprise themajority of the Board. |
| Recommendation 2.5The Chair of the Board of a listed entity shouldbe an independent Director and, in particular,should not be the same person as the CEO of theentity. |
YES |
The Board Charter provides that, where practical, the Chairof theBoard should be an independent Directorand should not be theCEO/Managing Director.The Chair of the Company during the past financial yearwasMr NickJohansen. Mr Johansenis considered by the Board to be anindependent directorand is not the CEO of the Company.There iscurrently no CEO/Managing Directorof the Company. |
| Recommendation 2.6A listed entity should have a program forinducting new Directors and for periodicallyreviewing whether there is a need for existingdirectors to undertakeprofessional development |
YES |
In accordance with the Company's Board Charter, the NominationsCommittee (or, in its absence, the Board)is responsible for theapproval and review of induction and continuing professionaldevelopment programs and procedures for Directors to ensure thatthey can effectively discharge their responsibilities. The CompanySecretary is responsible for facilitating inductions and professional |
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| tomaintain the skills and knowledge needed toperform their role asDirectorseffectively. |
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developmentincluding receiving briefings on material developments inlaws, regulations and accounting standards relevant to the Company. |
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| Principle 3: Promote ethical and responsible decision-making |
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| Recommendation 3.1A listed entity shouldarticulate and disclose itsvalues. |
YES |
(a)The Company and its subsidiary companies (if any) are committedto conducting allofits business activities fairly, honestly with ahigh level of integrity, and in compliance with all applicable laws,rules and regulations. The Board, management and employeesare dedicated to high ethical standards and recognise and supportthe Company'scommitment to compliance with these standards. |
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(b)The Company's values are set out in its Code of Conduct (whichforms part of the Corporate Governance Plan) and are availableon the Company's website. All employees are given appropriatetraining on the Company's values and senior executives willcontinually reference such values. |
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(a)The Company's Corporate Code of Conduct applies to the |
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YES |
Company's Directors, senior executives and employees(if any). |
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| (a)have and disclose a code of conduct forits Directors, senior executives andemployees; and |
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(b)The Company's Corporate Code of Conduct (which forms part ofthe Company's Corporate Governance Plan) is available on theCompany's website.Any material breaches of the Code ofConduct are reported to the Board or a committee of the Board. |
| (b)ensure that the Board ora committee ofthe Board is informed of any materialbreaches ofthat code. |
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| Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower |
YES |
The Company'sWhistleblower Protection Policy (which forms part ofthe Corporate Governance Plan) is availableon the Company's website.Any material breaches of the Whistleblower Protection Policy are to bereported to the Board. |
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| (b) |
policy; and |
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the Board is informed of any materialincidents reported under that policy. |
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| Recommendation 3.4 |
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The Company'sAnti-Bribery and Anti-Corruption Policy (which forms |
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A listed entity should: |
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part of the Corporate Governance Plan) is available on the Company'swebsite. Any material breaches of the Anti-Bribery and Anti-Corruption |
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have and disclose an anti-bribery andcorruption policy; and |
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Policy are to be reported to the Board. |
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ensure that the Board or committee ofthe Board is informed of any materialbreaches of that policy. |
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Principle 4: Safeguard |
theintegrity of financial reporting |
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Recommendation 4.1 |
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(a)The Company's Corporate Governance Plan contains an Audit and |
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The Board of a listed entity should: |
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Risk Committee Charter that provides for the creation of an Auditand Risk Committee with at least threemembers, all of whom |
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have an audit committee which: |
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must be non-executive Directors, andmajority of the Committee |
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(i) |
has at least three members, allof whom are non-executive |
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must be independent Directors. The Committeemust be chairedby an independent Director who is not the Chair. |
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Directors and a majority ofwhomareindependent |
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The Company did not have an Audit and Risk Committee for thepast financial yearas the Directors do not view that the size of |
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Directors; and |
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the Company warrants a separateAudit Committee. |
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is chaired by an independentDirector, who is not the Chairof the Board, |
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In accordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out by theAudit and RiskCommittee under the Audit and Risk Committee |
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and disclose: |
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Charter including the following processes to independently verifythe integrity of the Company's periodic reports which are not |
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| (iii)the charter of the committee;(iv)the relevant qualifications andexperience of the members of |
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audited or reviewed by an external auditor, as well as theprocesses for the appointment and removal of the externalauditor and the rotation of the audit engagement partner: |
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(i)the Board devotes time at annual Board meetings tofulfilling the roles and responsibilities associated withmaintaining the Company's internal audit function andarrangements with external auditors; and |
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(ii)all members of the Board are involved in the Company'saudit function to ensure the proper maintenance of theentity and the integrity of all financial reporting. |
| (b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes forthe appointment and removal of theexternal auditor and the rotation of theaudit engagement partner. |
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The Board is of the view that the experience and professionalismof the persons on the Board is sufficient to ensure that allsignificant matters are appropriately addressed and actioned.Further, the Board does not consider that the Company is ofsufficient size to justify the appointment of additional directorsfor the sole purpose of satisfying this recommendation as itwould be cost prohibitive and counterproductive. |
| Recommendation 4.2The Board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that the financial records of theentity havebeen properly maintained and thatthefinancialstatementscomplywiththeappropriate accounting standards and give a trueand fair view of the financial position andperformance of the entity and that the opinion |
YES |
The Company's Audit and Risk Committee Charter requires theManaging Directorand CFO (or, if none, theperson(s) fulfilling thosefunctions) to provide a sign off on theseterms.The Company has obtained a sign off on these terms for each of itsfinancial statements in the past financial year. |
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| has been formed on the basis of a sound systemof risk management and internal control which isoperating effectively. |
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| Recommendation 4.3A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is notaudited or reviewed by an external auditor. |
YES |
The Company ensures that the corporate reports it releases arereviewed by Management and provided to the Board to ensure thefinancialandtechnicalcontentisaccurate,balancedandunderstandable.Where appropriate, information contained incorporate reports is referenced to supporting documents and sources.Further, in accordance with Section 295A of the Corporations Act 2001and Recommendation 4.2 of the ASX Corporate Governance Principlesand Recommendations, the Managing Directorand CFO makedeclarations to the Board that the Company's financial records havebeen properly maintained in accordance with the Act and that thefinancial statements comply with accounting standards and give a trueand fair view of the financial position and performance of the Companyandthat the above statement is founded on a soundsystem of riskmanagement and internal control and that the systemswhich areoperating effectively in all material respects in relation to financialreporting risks. |
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| Principle 5: Make timely and balanced disclosure |
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| Recommendation 5.1A listed entity shouldhave and disclose a writtenpolicyforcomplyingwithitscontinuousdisclosure obligations under listing rule 3.1. |
YES |
(a)The Company's Corporate Governance Plan details theCompany's Continuous Disclosure policy.(b)The Corporate Governance Plan, which incorporates theContinuous Disclosure policy, isavailable on the Company'swebsite. |
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| Recommendation 5.2Alisted entity should ensure that its board |
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Under the Company's Continuous Disclosure Policy (which forms partof the Corporate Governance Plan), all members of the Board receive |
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| receivescopiesofallmaterialmarketannouncements promptly after they have beenmade. |
YES |
material market announcements promptly after they have been made. |
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| Recommendation 5.3A listed entity that gives a new and substantiveinvestor or analyst presentation should release acopy of the presentation materials on the ASXMarket Announcements Platform ahead of thepresentation. |
YES |
All substantive investor or analyst presentations were released on theASX Markets Announcement Platform ahead of such presentations. |
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| Principle 6: Respect the rights of shareholders |
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| Recommendation 6.1A listed entity should provide information aboutitself and its governance to investors via itswebsite. |
YES |
Information about the Company and its governance is available in theCorporate Governance Plan which can be found on the Company'swebsite. |
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| Recommendation 6.2A listed entity should have an investor relationsprogramthatfacilitateseffectivetwo-waycommunication with investors. |
YES |
The Companyhas adopted a Shareholder Communications Strategywhich aims to promote and facilitate effective two-way communicationwith investors. The Strategy outlines a range of ways in whichinformation is communicated to shareholders and is available on theCompany's website as part of the Company's Corporate GovernancePlan. |
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| Recommendation 6.3A listed entity should disclose how it facilitatesand encourages participation at meetings ofsecurity holders. |
YES |
The Company's Security Holder Communication Policyaddressessecurity holder attendance at Security Holder Meetings.Shareholders are encouraged to participate at all general meetings andAGMs of the Companyand provides Shareholders with the opportunityto participate in shareholder meetings by allowing voting in person, by |
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proxy or online. |
| Recommendation 6.4A listed entity should ensure that all substantiveresolutions at a meeting of security holders aredecided by a poll rather than by a show of hands. |
YES |
All resolutions at the Company's 2020 AGM were decided by a poll. |
| Recommendation 6.5A listed entity should give security holders theoptionto receive communications from, andsend communications to, the entity and itssecurity registry electronically. |
YES |
The Company encourages the use of electronic communication andoffers Security Holders the option to receive and send electroniccommunication to the Company and its share registry where possible.The Shareholder Communication Strategy provides that securityholders can register with the Companyto receive email notificationswhen an announcement is made by the Company to the ASX, includingthe release of the Annual Report, half yearly reports and quarterlyreports. Links are made available to the Company's website on whichall information provided to the ASX is immediately posted.Shareholders queries should be referred to the Company Secretary inthe first instance. |
| Principle 7:Recognise and manage risk |
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| Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees tooversee risk, each of which:(i)has at least three members, amajorityofwhomareindependent Directors; and(ii)is chaired by an independent |
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(a)The Company did not have anAudit and Risk Committee for thepast financial year as theDirectors do not view that the size ofthe Company warrants a separate Risk Committee. All mattersthat might properly be dealt with by the Risk Committee aredealt with by the full Board. The Company's CorporateGovernance Plan contains an Audit and Risk Committee Charterthat provides for the creation of an Audit and Risk Committee (ifdeemed appropriate in the future) with at least three members,all of whom must be non-executive Directors, andmajority ofthe Committee must beindependent Directors. The Committee |
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Director,and disclose: |
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must be chaired by an independent Director who is not theChair. |
| (b) |
(iii)the charter of the committee;(iv)themembersofthecommittee; and(v)as at the end of each reportingperiod, the number of timesthe committee met throughoutthe period and the individualattendances of the members atthose meetings; orif it does nothave a risk committee orcommittees that satisfy (a) above,disclose that fact and the process itemploys for overseeing the entity's riskmanagement framework. |
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(b)The Board is of the view that the experience and professionalismof thepersons on the Board is sufficient to ensure that allsignificant matters are appropriately addressed and actioned.Further, the Board does not consider that the Company is ofsufficient size to justify the appointment of additional directorsfor the solepurpose of satisfying this recommendation as itwould be cost prohibitive and counterproductive. The Board isresponsibleforoverseeingtheestablishmentandimplementation of effective risk management and internalcontrol systems to manage the Company'smaterial businessrisks and for reviewing andmonitoring the Company'sapplication of those systems. Major risk categories reportedinclude operational risk, environmental risk, sustainability,statutory reporting and compliance, financial risks (includingfinancial reporting, treasury, information technology andtaxation), and market related risks. |
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Recommendation 7.2The Board or a committee of the Board should:review the entity's risk managementframework at least annually to satisfyitself that it continues to be soundandthat the entity is operating with dueregard to the risk appetite set by theBoard; anddisclose in relation to each reportingperiod, whether such a review has taken |
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(a)The Audit and Risk Committee Charter requires that the Auditand Risk Committee (or, in its absence, the Board) should, atleast annually, satisfy itself that the Company's risk managementframework continues to be soundand that the Company isoperating with due regard to the risk appetite set by the Board.The Board is responsible for reviewing the Company's riskmanagement frameworkand overseeing the establishment andimplementation of effective risk management and internalcontrol systems to manage the Company's material businessrisks and for reviewing and monitoring the Company'sapplication of those systems. The Board devotes time atquarterlyBoardmeetingstofulfillingtherolesand |
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responsibilities associated with overseeing risk and maintainingthe entity's risk management framework and associated internalcompliance and control procedures. |
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(b)Risk framework reviews may occur more or less frequently thanannually as necessitated by changes in the Company and itsoperating environment. A formal risk framework review has nottaken place during the transitional financial year ended 30 June2021.As stated above, the Board follows an informal risk reviewprocess by devoting time at quarterly Board meetings to tableanyrisks and monitor internal compliance and controlprocedures. |
| Recommendation 7.3A listed entity should disclose:(a)if ithas an internal audit function, how |
YES |
(a)The Audit and Risk Committee Charterprovides for theAuditand Risk Committee(and in its absence, the Board)to monitorand periodically review the need for aninternal audit function, |
| the function is structured and what role |
(b) |
as well as assessing the performance and objectivity of anyinternal audit procedures that may be in place. |
| it performs; or(b)if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimprovingtheeffectivenessofitsgovernance,riskmanagementandinternal control processes. |
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The Company did not have an internal audit function for the pastfinancial year.As set out in Recommendation 7.1, the Board isresponsibleforoverseeingtheestablishmentandimplementation of effective risk management and internalcontrol systems to manage the Company's material businessrisks and for reviewing and monitoring the Company'sapplication of those systems. |
| Recommendation 7.4A listed entity should disclose whether it has anymaterial exposure to environmental or socialrisks and, if it does, how it manages or intends tomanage those risks. |
YES |
TheAudit and Risk Committee Charter requires the Audit and RiskCommittee (or, in its absence, theBoard) to assist managementtodetermine whether the Company has any potential or apparentexposure to environmental or social risks and, if it does, put in placemanagement systems, practices and procedures to manage those risks. |
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The Company's Corporate Governance Plan requires the Company todisclose whether it has any potential or apparent exposure toenvironmental or social risks and, if it does, put in place managementsystems, practices and procedures to manage those risk. |
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WheretheCompanydoesnothavematerialexposuretoenvironmental or social risks, report the basis for that determination tothe Board, and where appropriate benchmark the Company'senvironmental or social risk profile against its peers. |
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TheCompany discloses this information in its Annual Report. |
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Principle 8: Remunerate fairly and responsibly |
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Recommendation 8.1 |
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(a)TheCompany'sCorporateGovernancePlancontainsa |
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Remuneration Committee Charter that provides for the creationof a Remuneration Committee (if it is considered it will benefit |
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have a remuneration committee which: |
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the Company), with at least three members, a majority of whom |
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(i) |
has at least three members, amajorityofwhomare |
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arebe independent Directors, and which must be chaired by anindependent Director. |
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independent Directors; and |
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(b)The Company did not have a Remuneration Committee for thepast financial year asitdid not consider the Company would |
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(ii) |
is chaired by anindependentDirector, |
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benefit from theestablishmentof a Remuneration Committee. |
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and disclose: |
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In accordance with the Company's Board Charter, the Boardcarries out the duties that would ordinarily be carried out by the |
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the charter of the committee; |
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Remuneration Committee under the Remuneration Committee |
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themembersofthecommittee; and |
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Charter including the following processes to set the level andcomposition of remuneration for Directors and senior executivesand ensuring that such remuneration is appropriate and not |
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(v) |
as at the end of each reporting |
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excessive: |
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period, the number of timesthe committee met throughout |
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(i)the Board devotes time at an annual Board meeting toassess the level and composition of remuneration for |
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| the period and the individualattendances of the members atthose meetings; or(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting thelevel and composition of remunerationfor Directors and senior executives andensuring that such remuneration isappropriate and not excessive. |
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Directors and senior executives(if any);and(ii)periodically benchmarks the Company's remunerationagainst its peers. |
| Recommendation 8.2A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive Directors and theremuneration of executive Directors and othersenior executives. |
YES |
The Company's remuneration policy is disclosed in the Directors'Report.The policy has been set out to ensure that the performance ofDirectors,keyexecutivesandstaffreflecteachperson'saccountabilities, duties and their level of performance, and toensurethat remuneration is competitive in attracting, motivating and retainingstaff of the highestquality. A program of regular performanceappraisals and objectivesetting for key executives and staff is in place.These annual reviews take into account individual and companyperformance, market movements and expert advice. The Boarddetermines any changes to the remuneration of key executives on anannual basis. TheBoard determines and reviews compensationarrangements for the directors and the executive team. |
| Recommendation 8.3A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participantsare permitted to enter into transactions(whether through the use of derivatives |
YES |
(a)The Company did not have anequity-basedremunerationscheme during the past financial year.(b)The Company did havea policy on whether participants arepermitted to enter into transactions (whether through the useof derivatives or otherwise) which limit the economic risk ofparticipating in the equity schemes outlined above.The |
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| or otherwise) which limit the economicrisk of participating in the scheme; and(b)disclose that policy or a summary of it. |
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Company's Remuneration Committee Charter states that, theRemuneration Committee, (or in the absence of one, the Board)is required to review, manage and disclose the policy (if any) onwhether participants are permitted to enter into transactions(whether through the use of derivatives or otherwise) whichlimit the economic risk of participating in the scheme. TheRemunerationCommitteeCharteralsostatesthattheRemuneration Committee (and in its absence, the Board) mustreview and approve any equity-based plans.(c)A copy of the Remuneration Committee Charter is contained inthe Corporate Governacne Policies provided on the Company'swebsite. |
| Recommendation 9.1A listed entity with a director who does notspeak the language in which board or securityholder meetings are held or key corporatedocuments are written should disclose theprocesses it has in place to ensure the directorunderstandsandcancontributetothediscussions at those meetings and understandsand can discharge their obligations in relation tothose documents. |
Not applicable |
| Recommendation 9.2A listed entity established outside Australiashould ensure that meetings of security holdersare held at a reasonable place and time. |
Not applicable |
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| Recommendation 9.3 |
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Not applicable |
| A listed entity established outside Australia, andan externally managed listed entity that has anAGM, should ensure that its external auditorattends its AGM and is available to answerquestions from security holders relevant to theaudit. |
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Corporate Governance Statement dated: 30 June 2021 Approved by the Board: 30 September 2021