The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.
The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of behaviour and accountability. The Board has already developed and will continue to develop strategies for the Company, review strategic objectives, and monitor the performance against those objectives. The overall goals of the corporate governance process are to:
(a) to drive Shareholder value;
(b) assure a prudential and ethical base to the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory obligations.
Consistent with these goals, the Board assumes the following primary responsibilities:
(a) appointment of the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination;
(b) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;
(c) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
(d) approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;
(e) approving and monitoring the budget and the adequacy and integrity of financial and other reporting;
(f) approving the annual, half yearly and quarterly accounts;
(g) approving significant changes to the organisational structure;
(h) approving the issue of any shares, options, equity instruments or other securities in the Company;
(i) ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making;
(j) recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them; and
(k) meeting with the external auditor, at their request, without management being present.
The Board has adopted corporate governance policies and practices consistent, where considered appropriate having regard to the Company’s current size and structure, with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations”. Such policies include, but are not limited to, the Board Charter, Board Code of Conduct, Audit and Risk Committee Charter, Continuous Disclosure, Guidelines for Buying and Selling Securities and Risk Management Policies.
The Board also recognises its duty to ensure that its Shareholders and other stakeholders are informed of all major developments affecting the Company’s state of affairs.