Shareholder Communication and Investor Relations Policy
The Company reports below on whether it has followed each of the recommendation during the year ended 30 June 2016 ("Reporting Period"). The information in this Statement is current at, and was approved by, a resolution of the Board on 29 September 2016.
Principle 1 - Lay solid foundations for management and oversight
Recommendation 1.1
The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved for the Board and those delegated to management and has documented this in its Board Charter, a copy of which is available on the Company's website.
Recommendation 1.2
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.
The checks which are undertaken, and the information provided to shareholders are set out in the Company's Policy and Procedure for the Selection and (Re)Appointment of Directors, a copy of which is available on the Company's website.
Recommendation 1.3
The Company has a written agreement with each director and senior executive setting out the terms of their appointment. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Managing Director, any of its directors, and any other person or entity who is related party of the Managing Director or any of its directors has been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).
Recommendation 1.4
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board as outlined in the Company's Board Charter.
Recommendation 1.5
The Company has a Diversity Policy, a copy of which is available on the Company's website. However, the Diversity Policy does not include requirements for the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company's progress in achieving them. Nor has the Board set measurable objectives for achieving gender diversity. Given the Company's stage of development as an exploration company and the number of employees, the Board considers that it is not practical to set measurable objectives for achieving gender diversity at this time.
The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation as at 30 June 2016 are set out in the following table. "Senior Executive" for these purposes means those persons who have the opportunity to materially influence the integrity, strategy and operation of the Company and its financial performance.
Proportion of women
|
Whole organisation
|
4 out of 11 (36%)
|
Senior executive positions
|
0 out of 4 (0%)
|
Board
|
1 out of 4 (25%)
|
Recommendation 1.6
The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors in accordance with the process disclosed in the Company's Process for Performance Evaluation, a copy of which is available on the Company's website.
During the Reporting Period an evaluation of the Board, its committees, and individual directors took place in the Reporting Period in accordance with the process disclosed in the Company's Process for Performance Evaluation.
Recommendation 1.7
The Managing Director is responsible for evaluating the performance of senior executives in accordance with the process disclosed in the Company's Process for Performance Evaluations.
The Nomination Committee is responsible for evaluating the performance of the Managing Director in accordance with the process disclosed in the Company's Process for Performance Evaluations.
During the Reporting Period an evaluation of senior executives took place in accordance with the process disclosed.
Principle 2 - Structure the board to add value
Recommendation 2.1
The Board has established a Nomination Committee comprising four independent non- executive directors; Jeremy Kirkwood (Chair), Alan Senior, Karen Gadsby and Brian Dawes. The Nomination Committee is structured in accordance with Recommendation 2.1.
Details of director attendance at Nomination Committee meetings during the Reporting Period are set out in a table in the Directors' Report on page 24 of the Company's 2016 Annual Report.
The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Nomination Committee and is disclosed on the Company's website.
Recommendation 2.2
The Board has a skills matrix covering the following key areas of knowledge and experience: