The Company's main corporate governance policies and practices are outlined below. These corporate governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated.
Role of the Board
It is the responsibility of the Board to monitor the business affairs of the Company and protect and enhance the interests of shareholders whilst taking into account the interests of all stakeholders. To fulfil this role, the Board is responsible for setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals.
Because of the limited size of the Company and its financial affairs and operations, the Company does not have any formally constituted committees of the Board.
The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards.
The Company acknowledges that the ASX guidelines for corporate governance require that the Chairman be an independent Non Executive Director, and that the roles of Chairman and Managing Director should not be performed by the same person.
Because of the limited size and nature of the Company's activities, satisfaction of this requirement is not considered to be appropriate at the current time.
As the Company's activities expand, this policy will be reviewed with a view to aligning the Company's policy in this area to best practice guidelines.
Composition of the Board
The Board currently comprises of three Directors. The names, qualifications and relevant experience of each Director are set out on Board of Directors page.
Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting of the Company one third of the Directors (excluding the Managing Director) must retire, with Directors returning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.
The Company strives to have a majority of independent directors but acknowledges that because of the size of the Company and its present stage of development this may not be possible for the foreseeable future.
Currently the Company has one Independent Director, namely Dr Wanda B Mackinnon.
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 sales are made to or purchases made from any entity or individual directly or indirectly associated with the director; and
- none of the directors' 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 or in the form of consulting fees.
As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to supervise adequately the Company's activities will be determined within the limitation imposed by the Constitution.
Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board will determine the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and will then approve the most suitable candidate who must stand for election at the next general meeting of shareholders.
Duties of Directors
Directors are expected to accept and discharge all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and to carry out their duties and responsibilities with due care and diligence.
In accordance with the Corporations Act and the Company's Constitution, Directors must keep the Board advised on an ongoing basis of any interest that could potentially conflict with those of the Company.
Where the Board believes a significant conflict exists, the Director concerned will not receive the relevant Board papers and will not be entitled to attend the Board meeting at which it is intended that the relevant item will be considered by the Board.
Independent Professional Advice and Access to Company Information
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 at the Company's expense.
Where independent professional advice is obtained, a copy of the advice is made available to all other members of the Board.
In addition to this policy, the Company has entered into a Deed of Indemnity, Insurance and Access with each of the Directors.
The remuneration of the Executive Chairman has been decided by the Board and this will be reviewed from time to time in accordance with the agreement made between the Company and Resorsco.
The total maximum remuneration of Non Executive Directors has been fixed by shareholders' resolution at $200,000 per annum in aggregate.
In addition to remuneration, a Non Executive Director may be paid fees or other amounts where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.
A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
The Board is responsible for reviewing and negotiating the compensation arrangements of any senior executives and consultants.
The Company in general meeting is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.
The Board intends to establish a separate audit committee following the re-admission of securities to requotation. The purpose of this committee will be to give the Board additional assurance regarding the quality and reliability of financial information used by the Board and financial information provided by the Company pursuant to its statutory reporting requirements.
Identification and Management of Risk
The Board's collective experience will enable accurate identification of the principal risks that may affect the Company's business.
Key operational risks and their management will be recurring items for deliberation at Board meetings.
The Board is committed to the establishment and maintenance of appropriate ethical standards.