CORPORATE GOVERNANCE
Bemax Resources Limited ("the Company") is committed to high standards of corporate governance for which the Directors are accountable to shareholders. The Board of Directors recognise that good corporate governance strongly enhances the Company's performance and ultimately increases shareholders' wealth and prosperity. The Board and the management of the Company have developed structures, policies and procedures (outlined below) to ensure that the changing circumstances of the Company's operations remain consistent with the core principles developed by the ASX Corporate Governance Council.
A Summary of the Board of Directors Charter and Guidelines for Operation
The Charter and Guidelines for Operation ("the Charter") has been adopted to ensure the practices
of the Board are consistent with and reflect the Board's commitment to best practice in corporate
governance and to clearly define the roles, responsibilities and operations of the Board.
The
Charter sets out:
- a non-exhaustive list of functions and
responsibilities of the Board and the means by which those functions and
responsibilities may be carried out;
- the manner in which the Board is to be comprised;
- a mechanism for monitoring the Board's performance;
- the manner in which information is communicated to
shareholders to enable them to assess the performance of Directors;
- the requirement that all reasonable steps are to be taken to avoid any conflicts of interest and the mechanism to ensure the disclosure of any relevant conflicts of interest by Directors and management personnel.
Nomination Committee
Due to the size of the Company, it does not presently have a separately established nomination committee. The full Board currently acts as the nomination committee. The composition of the Board is continually under review by all Directors to ensure that the Board has the appropriate mix of expertise and experience.
Procedure for the Selection and Appointment of New Directors to the Board
The Board of Directors Charter and Guidelines for Operations, together with the Company's Constitution, sets out the procedure for the selection and appointment of new Directors to the Board.
A Summary of the Main Provisions of the Code of Conduct for Directors, Employees and Officers
In order to provide guidance for Directors, senior management and other employees regarding the standards the Company expects in the conduct of its business, the Board adopted a Corporate Code of Conduct. The Code reflects the objectives of the Company in adopting ethical core values in the way the Company conducts its business and following is a summary of the main provisions:
- The Company is committed to increasing shareholder
value in a manner that considers the rights and interests of the Company's
shareholders and the financial community. All Directors and employees must
ensure this commitment is realised through full and timely disclosure,
compliance with principles of good corporate governance and ensuring the
integrity of the Company's financial and external reporting.
- All Directors and employees must act fairly, honestly
and with the utmost integrity in all business dealings with the Company's
clients, customers and suppliers and exercise and maintain the basic
principles of respect and dignity in all working relationships.
- The Company enforces a policy of zero tolerance for
demeaning, offensive, harassing or discriminatory behaviour.
- No Director or employee shall offer, pay or accept
bribes or inducements for the purpose of securing business transactions.
- Company assets are only to be used by employees and
Directors for Company business.
- Employees must avoid any situations involving divided
loyalty or a conflict between their personal interests and those of the
Company.
- The Company is committed to meeting all environmental
legislation and regulations, permits and licenses and to continuously
improving its environmental performance.
- The Company is committed to the health and happiness
of all employees as it is acknowledged that our people are our greatest asset.
- The Company is committed to ensuring compliance with
all legislation and common law obligations effecting the Company's operations.
- All Directors and employees are required to comply
with the Corporate Code of Conduct and the underlying policies and procedures.
- In carrying out their Board and Board Committee functions, Directors shall:
- Act diligently, openly, honestly and in good faith.
- Abide by all applicable laws and regulations, the
Company's policies and the Corporate Code of Conduct.
- Act in the best interests of the Company as a
whole.
- Perform the functions of office and exercise the
powers attached to that office with a degree of care and diligence that a
reasonable person would exercise if they were a Director in the same
circumstances.
- Not place themselves in a position where there is a
reasonable possibility of conflict between personal or business interests.
- A non-executive Director must devote such time as
is necessary to carry out the duties of the non-executive Director as
determined by the Board.
- Recognise that their primary responsibility is to
the Company's shareholders as a whole, but should, where appropriate, have
regard for the interests of all stakeholders of the Company.
- Not make improper use of information they acquired as a Director and not take improper advantage of the position of Director.
A Summary of the Main Provisions of the Company's Dealing Policy for Employees and Directors
The Company has implemented a comprehensive Dealings Policy for employees and Directors to ensure a high level of understanding is maintained about the Company's policies governing trading in the Company's securities by employees and Directors.
The Dealings Policy for employees and Directors can be summarised as follows:
- If Directors or employees have "price-sensitive information" relating to the Company which has not been published or which is not otherwise "generally available", it is illegal for them to:
- buy, sell or otherwise deal in securities in the
Company;
- advise, procure or encourage another person (for
example, a family member, a friend, a family company or trust) to buy or
sell securities in the Company; or
- pass on information to any other person, if they know or ought reasonably know that the person may use the information to buy or sell (or procure another person to buy or sell) the Company's securities.
- Price-sensitive information means information relating to the Company that would, if the information were publicly known, be likely to:
- have a material effect on the price or value of the
Company's securities; or
- influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company's securities.
- Information is generally available if:
- it consists of readily observable matter;
-
it has been made known in a manner likely to bring
the information to the attention of people who commonly invest in securities
of a kind whose price or value might be effected by the information, and,
since it was made known, a reasonable period for it to be disseminated among
such persons has elapsed;
- it is derived from information which has been made
public; or
- it consists of observations, deductions, conclusions or inferences made or drawn from other generally available information.
- Breach of the insider trading prohibition by Directors or employees or family members could expose them to criminal and civil liability. Breach of insider trading law or this policy will also be regarded by the Company as serious misconduct that may lead to disciplinary action and/or dismissal.
The Audit Committee Charter and Information on Procedures for the Selection and Appointment of the External Auditor, and for the Rotation of External Audit Engagement Partners
In accordance with the core principles developed by the ASX Corporate Governance Council, the Company has implemented the Audit and Risk Committee to verify and safeguard the integrity of the Company's financial reporting and also to review management processes to identify significant business risks and otherwise provide assurances that risk is being adequately managed. Following is a copy of the Audit & Risk Committee Charter:
The Audit and Risk Committee Charter.
A Summary of the Policies and Procedures Designed to Guide Compliance with Listing Rule Disclosure Requirements
The Company has implemented a policy known as Listing Rule 3.1 Compliance Policy ("the Compliance Policy") in order to promote the timely and balanced disclosure of all material matters concerning the Company and thereby ensuring compliance with the disclosure requirements of the Corporations Act and the ASX Listing Rules.
The Compliance Policy can be summarised as follows:
- Directors and employees must advise the Designated
Compliance Officer or the Company Secretary if they become aware of any
information about the Company that might influence someone in deciding to buy
or sell the Company's securities which has not been released to the market.
- The Designated Compliance Officer for each branch of
the Company's operations are identified.
- The Company Secretary must communicate with the ASX
in relation to Listing Rule matters, prepare and provide announcements to the
ASX, monitor the press and share price continuously, consult with the Managing
Director regarding matters for announcement to the market, advise Designated
Compliance Officers on Listing Rule 3.1 matters, examine and authorise text of
relevant speeches and other public addresses by Directors and employees not
written by the Company Secretary and ensure the Board considers whether there
are any matters requiring disclosure in respect of each and every item of
business that it considers and notes all matters which were disclosed since
the last meeting.
- The Managing Director must promptly advise the
Company Secretary or in their absence, the Chairman, if there are any matters
required to be announced to the market and authorise the final form of
announcements to the market.
- The Designated Compliance Officers must
consult/notify the Company Secretary on potential Listing Rule matters and
ensure that employees are aware of and understand this policy and ensure
confidentiality of particular information is made known to relevant employees.
- The Compliance Policy details the types of
information that the Company must immediately disclose pursuant to Listing
Rule 3.1 and also states that the Company must provide information to the ASX
to correct or prevent a false market if the ASX requests the provision of
information for that purpose.
- All staff must comply with the media relations policy
of the Company to ensure that comments are not made to the media or others
that could result in rumours or speculation about the Company.
- A copy of the Compliance Policy is provided to all Directors and employees of the Company in order to promote understanding of the continuous disclosure obligations imposed on the Company by the Listing Rules and the Corporations Act.
A Description of the Arrangements the Company has to Promote Communication with Shareholders
The Company is committed to dealing fairly, transparently and openly with both current and prospective shareholders. To this end, the Company has implemented various strategies and utilises current technology to ensure that communication with shareholders is both timely and effective.
Following is an outline of the various initiatives implemented by the Company to promote communication with shareholders:
- Compliance with the continuous disclosure regimé
(including the Company's Listing Rule 3.1 Compliance Policy and the Dealing
Policy for employees and Directors) ensures shareholders receive timely and
accurate information concerning the Company.
- The Company maintains a website at www.bemax.com.au where all market
announcements, briefings to shareholders, analysts or media, full texts of
Notices of Meeting and Explanatory Material and other relevant information is
posted to the website to ensure that all shareholders have timely and
continuous access to all relevant information concerning the Company's
operations.
- The Company utilises email to ensure that relevant
information can be rapidly and directly distributed to its shareholders.
- The Company's financial reports aim to ensure
compliance with all applicable laws, listing rules and accounting standards
and to provide shareholders with clear and comprehensible financial
information.
- The shareholders meetings provide an opportunity for
shareholders to hear from, and question the board and management of the Company,
and the Company auditor is available to answer any questions relating to the
Company audit at the annual general meeting.
- The Company endeavours to ensure that all shareholder queries are dealt with promptly and courteously.
A Description of the Company's Risk Management Policy and Internal Compliance and Control System
The Company considers the effective management of risk to be vital to the continued prosperity of the Company.
In recognition of this fact the Company has developed a Risk Management Policy.
The policy describes what the Company views as material risks and states that the management of operational risk and the implementation of mitigation measures is the responsibility of management, however, the Board is responsible for overseeing the system and reviewing its effectiveness on an annual basis. To assist the Board in discharging its responsibility in relation to risk management, the Board has delegated certain activities to the Audit and Risk Committee. The responsibilities of the Committee are contained in The Audit and Risk Committee Charter.
The risk management and internal control systems within the Company encompass all policies, processes, practices and procedures established by management and/or the Board to provide reasonable assurance that:
-
established corporate and business strategies and objectives are achieved;
-
risk exposure is identified and adequately monitored and managed;
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resources are acquired economically, adequately protected and managed efficiently and effectively in carrying out the Bemax Group's business;
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significant financial, managerial and operating information is accurate, relevant, timely and reliable; and
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there is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.
A Description of the Process for Performance Evaluation of the Board, its Committees and Individual Directors and Key Executives
Each year the Chairman meets with each non-executive Director separately to discuss individual performance and ideas for
improvement and the Board as a whole discusses and analyses its own performance periodically during the year with a view to
incorporating any necessary changes and/or improvements. The performance of the Board is assessed by comparing the key responsibility areas agreed to by the Board prior to the commencement of each financial year with an analysis of the Board's actual performance at the conclusion of the financial year. Periodically, the Board will also receive a Board Performance Assessment Questionnaire. The questionnaire is completed by each member of the Board and provided to the Company Secretary on a confidential basis. After assessing the results of the questionnaire the Company Secretary then provides a summary of the results to the Board for discussion and analysis. These strategies allow the Board's performance to be measured against both measurable and qualitative indicators. The Board reviews the charters of committees to whom the Board has delegated responsibilities annually after considering reports provided by each committee outlining the committee's achievements for that year. The Board reviews the Managing Director and Key Executives performances annually against the Company's performance objectives and prepares a report to the Remuneration Committee outlining its assessment.
Summary of the Role, Rights, Responsibilities and Membership Requirements for the Remuneration Committee
The Remuneration Committee was established to make recommendations to the Board on:
- executive remuneration and incentive policies;
- the remuneration packages of senior management;
- the Company's recruitment, retention and termination
policies for senior management;
- incentive schemes;
- superannuation arrangements; and
- the remuneration framework for Directors.
The Committee is made up of a minimum of three Directors who are appointed for a period of one year or as otherwise determined by the Board. The Chairperson is an independent Director. The Committee is required to meet at least twice per year and a member of the Committee is not entitled to participate in a meeting involving discussions that relate to his or her own salary. In line with the ASX Corporate Governance Council Guidelines, the Committee is focussed on remuneration policies that will motivate Directors and management to pursue long-term growth and success of the Company within an appropriate control framework. |
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