KASBAH RESOURCES LIMITED ACN 116 931 705
CORPORATE GOVERNANCE STATEMENT
FOR THE PERIOD
1 JULY 2015 TO 30 JUNE 2016
Corporate Governance Statement - 2016
This statement has been approved by the Board and covers the period 1 July 2015 to 30 June 2016. It is current as at 16 September 2016.
Kasbah's approach to Corporate Governance
This Statement explains how Kasbah addresses the ASX Corporate Governance Council's, 'Corporate Governance Principles and Recommendations - 3rd Edition' (referred to as either ASX Principles or Recommendations).
Where Kasbah's corporate governance practices do not correlate with the ASX Principles and Recommendations it is because the Board does not consider it practical to implement those recommendations due to the size and stage of development of Kasbah's operations and the Board's reasoning for any departure is explained.
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 - Companies should establish the respective roles and responsibilities of its board and management and those matters expressly reserved to the board and those delegated to management.
Responsibilities of the Board
The Board is ultimately responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. The Board delegates authority to Senior Executives to carry out specific duties in support of the objectives of the Company.
The monitoring and ultimate control of the business of the Company is vested in the Board. The Board's primary responsibility is to oversee the Company's business activities and management for the benefit of the Company's shareholders. The specific responsibilities of the Board include:
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Driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management's performance.
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Appointment, and where necessary, the replacement, of the Managing Director and other senior executives and the determination of their terms and conditions including remuneration and termination.
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Approving the Company's remuneration framework.
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Monitoring the timeliness and effectiveness of reporting to Shareholders.
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Reviewing and ratifying systems of audit, risk management and internal compliance and control, codes of conduct and legal compliance to minimise the possibility of the Company operating beyond acceptable risk parameters.
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Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures.
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Approving and monitoring the budget and the adequacy and integrity of financial and other reporting such that the financial performance of the company has sufficient clarity to be actively monitored.
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Approving the annual, half yearly and quarterly accounts.
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Approving significant changes to the organisational structure.
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Approving decisions affecting the Company's capital, including determining the Company's dividend policy and declaring dividends.
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Recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them (in accordance with the ASX Listing Rules if applicable).
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Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.
m) Procuring appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.
The Board has established the following committees to assist it in discharging its functions:
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Audit Committee; and
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Remuneration Committee.
The Board and Committees holds regular meetings and Directors' attendance at these meetings is set out in the Directors' Report section of the Company's Annual Report.
It is the role of Senior Executives to manage the day to day operations of the Company in accordance with the direction and delegations of the Board and it is the responsibility of the Board to oversee the activities of management in carrying out these delegated duties. The Board ensures that the Managing Director and other Senior Executives are appropriately qualified and experienced to discharge their responsibilities and that there are in place procedures to assess the performance of the Managing Director and Senior Executives.
Independent Professional Advice and Access to Information
Each Director has the right of access to all of the Company's information and to Kasbah's Executives. Further, each Director and the Board collectively has the right to seek independent professional advice from a suitably qualified advisor, at the Company's expense, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board.
Recommendation 1.2 - Companies should carry out appropriate checks of board candidates and provide information to shareholders that is material to their candidacy.
The Board oversees arrangements for the effective appointment of new Directors. When considering the appointment of a new Director, the Board may engage the services of an executive recruitment firm to assist identify suitable candidates to be shortlisted for consideration for appointment to the Board and to carry out appropriate reference checks before the Board makes an offer to a preferred candidate.
Newly appointed directors must stand for reappointment at the next subsequent AGM. The Notice of Meeting for the AGM provides shareholders with information about each Director standing for election or re-election including details of relevant skills and experience.
Recommendation 1.3 - Companies should have a written agreement with each director and executive setting out the terms of their appointment.
New Directors consent to act as a director and receive a formal letter of appointment which sets out duties and responsibilities, rights, and remuneration entitlements.
Each Executive is employed under a Service Agreement which sets out the terms on which the Executive is employed including details of the Executive's duties and responsibilities, rights, and remuneration entitlements. The Service Agreement also sets out the circumstances in which the employment of the Executive may be terminated by either the Company or the Executive, including details of the notice periods required to be given by either party, or the amounts payable to the Executive as a consequence of the termination by the Company of the Executive's employment.
Recommendation 1.4 - The Company Secretary of a listed entity should be accountable directly to the Chair of the Board for matters relevant to the Board.
Kasbah's Company Secretary also fulfils the Chief Financial Officers role in addition to company secretarial duties. As a result, the formal reporting line of the Company Secretary is to the Managing Director but for any matter relevant to the company secretarial duties or conduct of the Board, the Company Secretary has an indirect reporting line and is accountable to the Chair of the Board.