Corporate Governance
The Board of Directors is responsible for the corporate governance of the Company including its strategic development, and has adopted the following principles:
Accountability
The Board is accountable to the Company Shareholders for the performance of the Company and will have overall responsibility for its operations. Day to day management of the Company’s affairs and the implementation of the corporate strategy and policy initiatives is delegated by the Board to the Managing Director.
Board Composition
The Directors consider the size and composition of the Board is appropriate given the size and status of the Company. However, the Company’s constitution provides that at every annual general meeting, one third of the directors shall retire from office but may stand for re-election.
Conflicts of Interest
In accordance with the Corporations Act and the Company’s constitution, the Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company.
Director and Senior Management Dealings in Company Securities
The Company’s constitution permits the Directors to acquire securities in the Company. However, the Company policy prohibits directors and senior management from trading the Company’s securities at any time whilst in possession of price sensitive information, and for 24 hours after any major announcements, the release of the Company’s annual financial results to the ASX or the annual general meeting.
Director and Senior Management Dealings in Company Securities
The Company’s constitution permits the Directors to acquire securities in the Company. However, the Company policy prohibits directors and senior management from trading the Company’s securities at any time whilst in possession of price sensitive information, and for 24 hours after any major announcements, the release of the Company’s annual financial results to the ASX or the annual general meeting.
Board Committees
The Board of Directors takes ultimate responsibility for corporate governance including the functions of establishing compensation arrangements of the Managing Director and its senior executives and officers, appointment and retirement of non-executive directors, appointment of auditors, areas of business risk, maintenance of ethical standards and Audit and Remuneration/Nomination Committees. The Board seeks independent professional advice as necessary in carrying out its duties and responsibilities.
Continuous Disclosure
The Company has a policy that all the Company shareholders and investors have equal access to the company’s information and that shareholders will be informed of all major developments affecting the Company’s state of affairs. The Chairman of the Board ensures that all price sensitive information is disclosed to the ASX in accordance with the continuous disclosure requirements of the Corporations Act and the ASX Listing Rules. The company secretary has primary responsibility for all communications with the ASX.
Code of Ethics
The Directors, management and staff are expected to perform their duties for the Company in a professional manner and act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the company.
Share Based Payments
The Company has and intends to issue options to Directors and senior staff as an incentive in relation to performance of their duties.
