The Board of Directors of Spitfire Materials limited is responsible for the Corporate Governance of the group. The Company continues to embrace the ASX Principles of Good Corporate Governance and Best Practice Recommendations.
On 27 March 2014, the third edition of Corporate Governance Principles and Recommendations was released. The new edition takes effect for an entity's first full financial year commencing on or after 1 July 2014.
Commensurate with the spirit of the Recommendations, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and Board, resources available and past and current activities of the Company. The Corporate Governance information is available on the Company's website at www.spitfirematerials com along with the ASX Appendix 4G, a checklist cross-referencing the ASX Principles and Recommendations to disclosures in this statement, the current company annual report and the Company website.
This statement outlines the main Corporate Governance practices that were in place throughout the 2016 financial year.
Principle 1 - Lay solid foundations for management and oversight
The Board has adopted a charter which sets out the role and function of the board. The Board has considered and identified the functions reserved to the Board and those functions that are delegated to Senior Executives. A copy of this is available on the Company website. In carrying out its responsibilities and exercising its powers, the Board at all times recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of the Shareholders, as well as its employees, customers, and the community.
The Company has in place a written agreement with each Director and any senior executives or consultants setting out the terms of their appointment. The Board recognises the importance of a formal Performance Evaluation but as the Company consists of only three Directors, it believes that a formal Performance Evaluation is not required at this point in time. Informal discussions are undertaken during the course of the year in relation to the performance of board members and any senior executives.
The Board does not believe that any Director has served on the board for a period which could, or be perceived to, materially interfere with his ability to act in the best interests of the Company.
If it is necessary to appoint a new Director to fill a vacancy on the Board or to complement the existing Board, a potential base of possible candidates is considered and, if required external consultants may be engaged to assist in the selection process. Appropriate checks are undertaken prior to any appointment including (but not limited to) references, qualifications, criminal record and bankruptcy history. An informal induction program is undertaken by the Company Secretary for any new appointments to the Board. The Company Secretary is accountable to the board on all matters to do with the proper functioning of the board.
All material information about a candidate standing for election or re-election is included in the Notice of meeting to security holders.
Directors are encouraged to undertake continuing education relevant to the discharge of their obligations as Directors of the Company. Subject to prior approval of the Board, the reasonable cost of such education is met by the Company. Directors are regularly briefed on any relevant changes to legislation and practices that may affect the Company.
Diversity Policy
Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. Spitfire is a forward thinking and dynamic organisation that holds its people in the highest esteem and considers them to be its greatest asset. The Group is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Accordingly the Group has established a diversity policy, which is available on the Company's website.
The Company recognises that the mining and exploration industry can often be male dominated in many of the operational sectors and the pool of women with appropriate skills may be limited in some instances, however, the board notes and supports the increase of women involved in the mining and junior exploration sector. Where possible, the Company will seek to identify suitable candidates for board positions from a diverse pool that is not limited by gender, age, ethnicity or cultural background.
This diversity policy outlines requirements for the Board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board has developed the following objectives regarding gender diversity and aims to achieve and maintain these objectives over the next five years as/if any director and senior executive positions become vacant and appropriately qualified candidates become available:
Diversity Objectives
Progress at 30 June 2016
No. % No. %
|
Women appointed to the Board
|
-
|
-
|
-
|
-
|
|
Women to senior management roles
|
1
|
25
|
1
|
25
|
|
Women across the whole organisation
|
1
|
20
|
1
|
20
|
The Company conducts its operations as a listed entity in accordance with Principle 1, other than in relation to the matters specified below:
Recommendation Recommendation 1.6
A listed entity should :
-
have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
-
disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process
Notification of Departure
The Board has not conducted a formal Performance Evaluation.
Explanation of Departure
The Board recognises the importance of a formal Performance Evaluation but as the Company consists of only three Directors, it believes that a formal Performance Evaluation is not required at this point in time. The Board undertakes informal discussions during the course of the year. As the Company develops, it will continue to consider the efficiencies and merits of a more formal Performance Evaluation of the Board, its committees and individual Directors.
Principle 2 - Structure the Board to add value
Board Composition
The skills, experience and expertise relevant to the position of each Director who is in office are detailed in the annual report of the Company.
The names of the Directors and date of appointments are:
|
Board of Directors
|
Date of appointment
|
Independent
|
|
Russell Hardwick Ian Huitson Dominic Traynor
|
29 May 2007
9 February 2012
23 March 2016
|
No Yes Yes
|
The Company currently has a Board of three Directors comprising a Director/Secretary and two Non- Executive Directors. The name of the independent Directors of the Company are Dominic Traynor and Ian Huitson. The Board seeks a mix of skills suitable for a junior resources company. A summary of the key board skills matrix is set out below:-
|
Director/Skills
|
Capital Markets
|
Resources Industry
|
Mining/Engineering
|
Finance/HR
|
Listed Company
|
|
Russell Hardwick
|
√
|
√
|
√
|
√
|
|
Ian Huitson
|
√
|
√
|
√
|
√
|
|
Dominic Traynor
|
√
|
√
|
√
|
√
|
The Board considers that Mr Dominic Traynor and Mr Ian Huitson are independent after reviewing the ASX Corporate Governance Council's definition of independence and considering materiality.
When determining whether a Non-Executive Director is independent, the Director must not fail any of the following materiality thresholds:
-
Less than 10% of Company shares are held by the Director and any entity or individual directly or indirectly associated with the Director;
-
No material sales are made to or purchases made from any entity or individual directly or indirectly associated with the Director; and
-
None of the Director's income or the income of an individual or entity directly or indirectly associated with the Director is derived from a contract with any member of the economic entity other than income derived as a Director of the entity.
Each Director has the right of access to all relevant Company Information and to the Company's Executives and, subject to prior consultation with the Chairman, may seek independent professional advice in the furtherance of their duties as Directors at the Company's expense.
The Company conducts its operations as a listed entity in accordance with Principle 2, other than in relation to the matters specified below:
Recommendation
Notification of
Departure
Explanation of Departure
Recommendation 2.1 Nomination Committee
Recommendation 2.4 A majority of the Board should be Independent Directors
The Board has decided not to form a Nomination Committee
For most of the year, the Company did not have a majority of independent Directors
The Board continues to believe that no efficiencies or other benefits would be gained by establishing a separate Nomination Committee. In any event, the Board has adopted a Nomination Committee Charter which is equally suited to use by the full Board or a subcommittee. The Board regularly reviews whether it has the appropriate balance of skills, knowledge, and experience suitable for a Company in the junior resources sector.
In February 2016, the Company appointed Mr Dominic Traynor as an Independent Director. In May 2016, the Executive Chairman resigned which resulted in the Board having one Director/Secretary and two Non- Executive Directors. The Board recognises the importance of a majority of Independent Directors which may be desirable over the longer term, but will also keep in mind the specific needs of the Company in the short to medium term.