AI assistant
TURNSTONE RESOURCES LTD — Governance Information 2022
Sep 29, 2022
65958_rns_2022-09-29_fe65bcf8-b54f-47eb-b460-a672ce46bbeb.pdf
Governance Information
Open in viewerOpens in your device viewer
==> picture [200 x 68] intentionally omitted <==
CORPORATE GOVERNANCE STATEMENT
Date of last review and Board approval: 30 September 2022.
This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties. The Company’s Corporate Governance Plan is available on the Company’s website at https://southharzpotash.com/about/corporate-governance/ .
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Principle 1: Lay solidfoundationsfor management and oversight | ||
| Recommendation 1.1 A listed entity should have and disclose a 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. |
YES | (a) The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company. In general, the Board is responsible to, and has authority to determine all matters relating to policies, practices, management and operations of the Company. (b) It is the role of the Managing Director, supported by senior management, to manage the daily affairs of the Company in accordance with the direction and delegations of the Board for the achievement of the Company’sgoals and objectives. |
| Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and |
YES | (a) Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company’s operations. The Company’s current Directorsprovide a blend of skills and experience to |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | 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. |
enable the Board meet its governance obligations. In determining candidates for the Board, the Nomination Committee will follow a prescribed process whereby it evaluates the mix of skills, experience and expertise of the existing Board. In particular, the Nomination Committee is to identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent Directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) will recommend an appropriate candidate for appointment to the Board, subject to ratification by shareholders at the next general meeting. The Nominations Committee has the discretion to engage external advisors in the search for suitable candidates with particular skills identified by the Board. (b) The Company will provide all relevant information about nominated new candidates and/or existing Directors proposed for re-election to enable shareholders make an informed decision. |
|
| Recommendation 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
YES | Each Director has agreed to terms setting out their appointment. Key terms of any written agreement with directors and senior executives are included in the Remuneration Report of the Company’s Annual Report. |
| Recommendation 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 Board Charter (within the Corporate Governance Plan) outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair,on all matters to do with theproper functioningof the Board. |
| Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: |
PARTIALLY | (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (b) The Diversity Policy allows the Board to set measurable gender diversity objectives,if considered appropriate,and to assess in each reporting |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION | |
|---|---|---|---|
| (i) the measurable objectives set for that period to achieve gender diversity; (ii) the entity’s progress in achieving them; and (iii) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (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 the Workplace Gender Equality Act. |
(c) | period both the objectives if any have been set and the Company’s progress in achieving them. The Board did not set measurable gender diversity objectives for the past financial year because the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles would, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit. 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) for the past financial year is disclosed below – Female Male Board - 100% Senior Executive 50% 50% Whole organisation 40% 60% The Senior Executives for the purposes of the table above are the individuals at the highest level of organisational management below the Board. |
==> picture [200 x 68] intentionally omitted <==
| Recommendation 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 accordance with that process or in respect of that period. |
YES | (a) The Company’s Nomination Committee is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Performance Evaluation Policy (in the Corporate Governance Plan), which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has completed performance evaluations in respect of the Board, its committees, and individual Directors for each reporting period in accordance with the above process. This review occurred subsequent to the reporting period. |
|---|---|---|
| Recommendation 1.7 A listed entity should: |
YES | (a) The Company’s Nomination Committee is responsible for evaluating the performance of the Company’s senior executives on an annual basis. |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process or in respect of that period. |
The Company’s Remuneration Committee is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non- executive Director. The applicable processes for these evaluations can be found in the Company’s Performance Evaluation Policy (in the Corporate Governance Plan), which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has completed performance evaluations in respect of the senior executives for each reporting period in accordance with the applicable processes. This review occurred subsequent to the reporting period. |
|
| Principle 2: Structure the board to be effective and add value | ||
| Recommendation 2.1 The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills,experience,independence and knowledge of |
YES | (a) The Company has a Nomination Committee which: (i) comprises three members, all of whom are Non-Executive Directors and the majority of whom are independent Directors; and (ii) is chaired by Director Rory Luff (whilst not considered an independent Director, the Board has deemed his experience important to the Nomination Committee); (iii) The Company’s Nomination Committee Charter (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website; (iv) The members of the Nomination Committee Rory Luff [Chair], Reinout Koopmans [independent member], Hansjoerg Plaggemars [independent member] and Len Jubber [independent member]; and (v) The Nomination Committee met four times during the financial year and all members werepresent. |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| the entity to enable it to discharge its duties and responsibilities effectively. |
In accordance with the Nomination Committee Charter, the Nomination Committee also undertakes the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: • devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and • all Board members being involved in the Company’s nomination process to the maximum extent permitted under the Corporations Act and ASX ListingRules. |
|
| Recommendation 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. |
YES | Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. The Company has established a formal Board skills matrix. Gaps in the collective skills of the Board are regularly reviewed by the Board as a whole, with the Board proposing candidates for directorships having regard to the desired skills and experience required by the Company as well as the proposed candidates’ diversity of background. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report and on the Company’s website. The Board considers that there is currently an adequate mix of skills and any skill shortages will be reviewed as and when required. |
| Recommendation 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; |
YES | (a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. Reinout Koopmans, HansjoergPlaggemars and Len Jubber are considered to be |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director |
independent Directors by way of their non-executive directorships. Ian Farmer is not considered to be an independent Directors as he has accepted the role of Acting - Executive Chairman whilst the Company searches for a new MD/CEO. Rory Luff is not considered to be an independent Director by way of his substantial shareholding. The Company discloses those Directors it considers to be independent in its Annual Report. (b) The Company will disclose in its Annual Report any instances where this applies and an explanation of the Board’s opinion why the relevant Director is still considered to be independent. Rory Luff is not considered to be an independent director (even though he is a Non- Executive Director) as a result of his substantial shareholding.However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board. Ian Farmer is not considered to be independent as he has taken on an executrive role, however, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board and he has taken on his executive role as there was nobody else available to do so. Criteria for determining independence are provided for in the Company’s Independence of Directors Assessment Policy (in the Company’s Corporate Governance Plan). (c) The Company’s Annual Report discloses the length of service of each Director, as at the end of each financial year. |
|
| Recommendation 2.4 A majority of the board of a listed entity should be independent directors. |
YES | The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of 6 Directors,4 of whom are considered to be independent. |
| Recommendation 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. |
PARTIALLY | The Chair of the Board is currently acting as the Executive Chairman whilst the search is being undertaken to find a CEO / MD. This is a temporary position and the Chair will revert to their role as non-executive, however they will be considered non-independent for 3years. |
==> picture [200 x 68] intentionally omitted <==
| Recommendation 2.6 A listed entity should have a program for inducting new directors and periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed toperform their role as directors effectively. |
YES | In accordance with the Company’s Board Charter, the Nominations Committee is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company |
|
|---|---|---|---|
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Secretary is responsible for facilitating inductions and professional development. |
||
| Principle 3: Instill a culture of acting lawfully, ethically and responsibly | ||
| Recommendation 3.1 A listed entity should articulate and disclose its values. |
YES | The Company’s Statement of Values (which forms part of the Company’s Corporate Governance Plan)is available on the Company’s website. |
| Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
YES | (a) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) applies to the Company’s Directors, senior executives and employees and is available on the Company’s website. (b) Directors, employees and associated persons are encouraged to raise any matters of concern in good faith and report material breaches of the Code of Conduct to the Board,without fear of retribution. |
| Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
YES | (a) The Company’s Whistleblower Policy (which forms part of the Company’s Corporate Governance Plan) applies to the Company’s Directors, senior executives and employees and is available on the Company’s website. (b) The Company relies on its employees and Disclosers to help maintain and grow its culture of honest and ethical behaviour. It is therefore expected that any Discloser who becomes aware of such conduct will make a report. |
| Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy. |
YES | (a) The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the Company’s Corporate Governance Plan) applies to the Company’s Directors, senior executives and employees and is available on the Company’s website. (b) Directors, employees and associated persons are encouraged to raise any matters of concern in good faith and report material breaches of the Anti-Bribery and Anti-Corruption Policy to the Board, without fear of retribution. |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Principle 4: Safeguard the integrity of corporate reports | ||
| Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagementpartner. |
YES | (a) The Company has an Audit & Risk Committee which: (i) comprises three members, all of whom are Non-Executive Directors and the majority of whom are non-independent Directors. The members of the Audit & Risk Committee are Hansjoerg Plaggemars [Chair], Ian Farmer and Rory Luff; and (ii) is chaired by an independent Non-Executive Director, Hansjoerg Plaggemars, who is not Chair of the Board. (iii) The Company’s Audit & Risk Committee Charter (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website. (iv) Hansjoerg Plaggemars [Chair] – experience as a member on other audit committees; Ian Farmer [member] – experience as a member on other audit committees; Rory Luff [member] – experience as a member on other audit committees. (v) The Audit & Risk Committee met twice during the financial year and all members were present. (b) N/A. |
| Recommendation 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 operatingeffectively. |
YES | The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company obtains a sign off on these terms for each of its financial statements and quarterly cashflow reports (Appendix 5B) in each financial year. |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Recommendation 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 | The Board carries out the following processes to independently verify and safeguard the integrity of its periodic corporate reporting: • regular review of financial reports; • variance analysis; and • CEO and CFO sign-off on quarterly, half-yearly and annual financial reports. |
| Principle 5: Make timely and balanced disclosure | ||
| Recommendation 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 Board Charter and Continuous Disclosure Policy (which form part of the Company’s Corporate Governance Plan) provides details of the Company’s disclosure policy and details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. The Board Charter and Continuous Disclosure Policy are available on the Company website. |
| Recommendation 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
YES | The Board is on the announcement distribution list. |
| Recommendation 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 thepresentation. |
YES | Presentations are released on the ASX Market Announcements Platform ahead of the presentation being given. |
| Principle 6: Respect the rights of security holders | ||
| Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. |
YES | The Company’s website sets out information about the Company. Details of the Company’s governance is available in the Corporate Governance Plan which can be found on the Company’s website. |
| Recommendation 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
YES | The Company has adopted a Shareholder Communication Strategy which aims to promote and facilitate effective two-way communication with investors. The Shareholder Communication Strategyoutlines a range of ways in which |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan. An Investor Relations firm is engaged to advise and assist with shareholder communication. |
||
| Recommendation 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
YES | The Company will notify shareholders with notices of meetings so that they can be informed of all matters to be put to the meetings. The Company recognises the rights of shareholders and encourages their active participation at the shareholder meetings. |
| Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
YES | All substantive resolutions, including any resolutions that relate to ASX listing rules, at a meeting of security holders are decided by a poll. |
| Recommendation 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. |
YES | The Shareholder Communication Strategy (which forms part of the Company’s Corporate Governance Plan) provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Contact details of the Company and share registry are available at the website for securityholders to send communications to. |
| Principle 7: Recognise and manage risk | ||
| Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee;and |
YES | (a) The Company has an Audit & Risk Committee which: (i) comprises three members, all of whom are Non-Executive Directors and the majority of whom are non-independent Directors; and (ii) is chaired by an independent Director, Hansjoerg Plaggemars. (iii) a copy of the Audit & Risk Committee Charter (which forms part of the Corporate Governance Plan) is available on the Company’s website; |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework. |
(iv) the members of the Audit & Risk Committee are Hansjoerg Plaggemars [Chair], Ian Farmer and Rory Luff; (v) the Audit & Risk Committee met twice during the financial year and all members were present. Additionally, the full Board devotes time at Board meetings to fulfill the roles and responsibilities associated with overseeing risk and maintaining the Company’s risk management framework and associated internal compliance and controlprocedures. |
|
| Recommendation 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. |
YES | (a) The Audit & Risk Committee Charter (which forms part of the Corporate Governance Plan) requires that the Audit and Risk Committee should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. (b) The Audit & Risk Committee Charter (which forms part of the Corporate Governance Plan) requires the Company to disclose at least annually whether such a review of the Company’s risk management framework has taken place. A review will be conducted during the 2021 year. |
| Recommendation 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. |
YES | (a) The Company does not have an internal audit function. The Audit & Risk Committee Charter (which forms part of the Corporate Governance Plan) provides for the Audit and Risk Committee to monitor the need for an internal audit function. (b) As set out in Recommendation 7.1, the Audit & Risk Committee is responsible for overseeing the establishment and implementation of effective governance, risk management and internal control systems to manage the Company’s material business risks and for reviewing and monitoring the Company’s application of those systems. The Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s governance, risk management framework and associated internal compliance and controlprocedures. |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Recommendation 7.4 A listed entity 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 Company as a mineral explorer encounters inherent risks associated with this activity, including economic, regulatory, environmental and social sustainability risks. The role of the Risk Committee includes an oversight on whether the Company’s activities would have any material exposure to economic,environmental and social sustainabilityrisks. |
| Principle 8: Remuneratefairly and responsibly | ||
| Recommendation 8.1 The board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
YES | (a) The Company has a Remuneration Committee which: (i) comprises three members, all of whom are Non-Executive Directors and the majority of whom are independent Directors; and (ii) is chaired by, Reinout Koopmans who is an independent Director; (iii) The Company’s Remuneration Committee Charter (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website; (iv) The members of the Remuneration Committee Reinout Koopmans [independent Chair], Ian Farmer [non-independent member] and Rory Luff [not an independent member]; and (v) The Remuneration Committee met four times during the financial year and one member wasn’t present for one meeting. The Remuneration Committee attends to processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive. The Remuneration Committee assesses the level and composition of remuneration for Directors and senior executives. |
| Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
YES | The Company’s Remuneration Policy (which forms part of the Corporate Governance Plan) requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed on the Company’s website as well as in the Company’s Annual Report. |
| Recommendation 8.3 |
==> picture [200 x 68] intentionally omitted <==
| RECOMMENDATIONS(4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose thatpolicyor a summaryof it. |
YES | The Company’s equity-based remuneration scheme terms and conditions are disclosed in the Company’s Notice of Annual General Meeting and are subject to approval by shareholders. |