This statement outlines the main Corporate Governance practices of the Company. These Corporate Governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated.
Role of the Board
The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. To fulfill 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 use of a separate remuneration committee is not considered generally appropriate. All matters that might properly be dealt with by such committees are currently dealt with by the full Board of Directors. Decisions of the Board are, to the extent practicable, unanimous. There were no occasions during the year when decisions were not unanimous.
The company acknowledges that the ASX guidelines for corporate governance require that the Chairman be an independent non executive director. Because of the limited size and nature of the Company's activities, this is not considered to be practical or appropriate at the current time. As the Company's activities expand, this policy will be reviewed, with a view to aligning the Company's policies to best practice guidelines. The role of the Chairman and the Managing Director are performed by different individuals.
Composition of the Board
The names and details of the Directors of the Company in office at the date of this Statement are set out in the Director's Report.
The composition of the Board is determined using the following principles:
Persons nominated as Non-Executive Directors shall be expected to have qualifications, experience and expertise of benefit to the Company and to bring an independent view to the Board's deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter.
All Non-Executive Directors are expected voluntarily to review their membership of the Board from time-to-time taking into account length of service, age, qualifications and expertise relevant to the Company's then current policy and program, together with the other criteria considered desirable for composition of a balanced board and the overall interests of the Company.
Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting one third of the Directors (excluding the Managing Director) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.
The Company considers that the Board should have at least three Directors (minimum required under the Company's Constitution) and strives to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has four Directors, of which two are independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making.
Performance of Directors and Managing Directors
The performance of all Directors, the Board as a whole and the Managing Director is reviewed at least annually in accordance with the Company’s Corporate Governance guidelines.
A review was undertaken during the year ended 30 June 2009. The Company appointed Mr Angus Edgar as Managing Director on 29 April 2009.
Conflict of Interest
In accordance with the Corporations Act 2001 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 does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Details of Directors related entity transactions with the Company and Consolidated Entity are set out in the related parties note in the financial statements.
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. A copy of advice received by the Director is made available to all other members of the Board.
The Company will remunerate fairly and responsibly in accordance with the ASX's Corporate Governance Principles and Recommendations as implemented by the Company. Where practicable, remuneration is to be in part incentive based as considered appropriate by the Board. The Board of Directors maintains remuneration policies which are aimed at attracting and retaining a motivated workforce and management team. The intention is to match the outcomes from the remuneration system with the performance of the Company and ultimately the value received by shareholders on a long-term basis.
As an overall policy, the Company will remunerate in such a way that it:
Motivates Directors and management to pursue the long-term growth and success of the Company within an appropriate control framework; and
Demonstrates a clear relationship between key executive performance and remuneration.
Due to the limited size of the Company and of its operations and financial affairs, the use of a separate remuneration committee is not considered appropriate. A full discussion of the Company's remuneration philosophy and framework and the remuneration received by Directors and executives in the current period is included in the remuneration report, which is contained within the Report of the Directors.
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