ASX Release: 19 September 2016 ASX Code: VMC CORPORATE GOVERNANCE - SUPPLEMENTARY INFORMATION
The Board of Venus Metals Corporation Limited (Company) today makes supplementary
disclosure in relation to the corporate governance statement (CGS) as set out in its annual report for the year ended 30 June 2016 (Annual Report). The Reporting Period referred to in the CGS is the period commencing 1 July 2015 and ending 30 June 2016.
The information set out below is in addition to, and supplements, and must be read together with, the CGS. The information set out below prevails over any inconsistent disclosure in the CGS.
Recommendation 1.2
The Company has not appointed any new directors since July 2011. However, the Board has an unwritten policy that the Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
Recommendation 1.6
As noted in the CGS, the Chair is responsible for the performance evaluation of
the Board and, when deemed appropriate, the Board committees and individual directors.
During the Reporting Period, a performance evaluation of the Board [and individual directors] occurred, having regard to the matters outlined on page 25 of the Annual Report.
Recommendation 2.2
The mix of skills and diversity for which the Board is looking to achieve in its membership is represented by the Board's current composition.
Set out below are details of the members of the Board during the Reporting Period and their specific skills:
|
Name/position
|
Skills
|
|
Mr Terence Hogan
(Non-executive Chairman)
|
Corporate finance - experience in strategy and business development, commercial acumen, executive leadership
|
|
Mr Matthew Hogan (Managing Director)
|
Corporate finance - experience in project identification and acquisition, strategy and business development, commercial acumen
|
|
Mr Kumar Arunachalam (Executive Director)
|
Geologist - experience in planning and managing mineral exploration projects.
|
Recommendation 2.3
|
Director
|
Independent (Y/N)
|
Length of service
|
|
Mr Terence Hogan
(Non-executive Chairman)
|
Yes
|
Date of appointment - 18 January 2007 Date of last re-election - 1 October 2014
|
|
Mr Matthew Hogan (Managing Director)
|
No
|
Date of appointment - 22 December 2006 Date of last re-election - N/A
|
|
Mr Kumar Arunachalam
(Executive Director)
|
No
|
Date of appointment - 15 July 2011
Date of last re-election - 19 November 2015
|
Recommendation 2.4
The Board does not have a majority of directors who are independent, primarily due to their executive capacity with the Company. The Board believes that the Company is not of sufficient size to warrant the inclusion of more independent non-executive directors in order to meet the ASX recommendation of maintaining a majority of independent non-executive directors. The Company maintains a mix of directors from different backgrounds with complementary skills and experience.
In recognition of the importance of independent views and the Board's role in supervising the activities of management the Chairman is a non-executive director.
Recommendation 2.6
The Company has not appointed any new directors since July 2011. Given the size of the Company there is no formal induction process for new directors. The Board considers that if any new director is to be appointed, that new director will be provided with a personalised induction dependent upon the skills, experience and knowledge of the Company that the new director possesses.
Recommendation 7.3
The Company does not have an internal audit function. To evaluate and continually improve the effectiveness of the Company's risk management and internal control processes, the Board evaluates ongoing reporting and discussion by management of material business risks as outlined in the Company's Risk Management Policy and implements any changes which are considered necessary.
Please Direct Enquiries to: Matthew Hogan
Managing Director Ph: 08 9321 7541