The Board of Directors of ERO Minig aims to achieve the highest standards of corporate governance and has established corporate governance policies and procedures, where practicable, consistent with the ASX Corporate Governance Council’s publication “Principles of Good Corporate Governance and Best Practice Recommendations” (“ASXCGC”).
The Company to date has not adopted the ASXCGC best practice recommendations other than those specifically identified and disclosed below as the Board believes that it cannot justify the necessary cost in respect of the size and early stage of the entity’s life as a listed exploration company.
Lay solid foundations for management and oversight
Role of the Board
The Board is governed by the Corporations Act 2001, its formal constitution and, after listing, by the ASX Listing Rules. The Board’s primary role is to set policy regarding the affairs of the Company for the protection and enhancement of long-term Shareholder value.
The Board takes responsibility for the overall corporate governance of the Company including its strategic direction, management goal setting and monitoring, internal control, risk management and financial reporting.
Board processes and management
The Board has an established framework for the management of the entity including a system of internal control, a business risk management process and appropriate ethical standards.
Structure Board to add value
Composition of the Board
The Board comprises individuals with a range of knowledge, skills and expertise that are appropriate to its activities and objectives.
The composition of the Board consists of four directors. Three, including the Chairman, are non-executives. Mr Kennedy’s role as Chairman of the Board is separate from those of the Managing Director, Mr Lines, who is responsible for the day to day management of the Company. This is in compliance with the ASXCGC best practice recommendation.
The Company’s constitution specifies the number of Directors must be at least three and at most ten. The Board may at any time appoint a Director to fill a casual vacancy. Directors appointed by the Board are subject to election by Shareholders at the following annual general meeting and thereafter Directors (other than the Managing Director) are subject to re-election at least every three years. The tenure for executive Directors is linked to their holding of executive office.
Promote ethical and responsible decision making
The Company aims for a high standard of corporate governance and ethical conduct by Directors and employees.
All Directors will be required to provide the Company with details of all securities registered in the Director’s name or an entity in which the director has a relevant interest.
Directors are required to disclose to the Board any material contract in which they may have an interest. In accordance with section 195 of the Corporations Act, a Director having a material personal interest in any matter to be dealt with by the Board, will not be present when that matter is considered by the Board and will not vote on that matter.
Trading in the Company’s securities
Directors, officers and employees are not permitted to trade in securities of the Company at any time whilst in possession of price sensitive information not readily available to the market. The Corporations Act also prohibits the acquisition and disposal of securities where a person possesses information that is not generally available and which may reasonably be expected to have a material affect on the price of the securities if the information was generally available.
> Dealing in Securities Policy
Safeguard integrity in financial reporting
The Board proposes to establish an audit committee. The primary role of the committee is to monitor and review the effectiveness of the control environment in the Company and provide an independent and objective review of financial and other information prepared by management, including overseeing the Company’s discharge of its responsibilities with respect to:
reviewing, assessing and making recommendations to the Board on the annual and half year financial reports and all other financial information published or released to the market by the Company;
overseeing establishment, maintenance and reviewing the effectiveness of the Company’s internal control and ensuring efficacy and efficiency of operations, reliability of financial reporting and compliance with applicable Accounting Standards and ASX Listing Rules;
liaising with and reviewing reports of the external auditor; and
reviewing performance and independence of the external auditor and where necessary making recommendations for appointment and removal of the Company’s auditor.
Making timely and balanced disclosure
The Company will operate under the continuous disclosure requirements of the ASX Listing Rules and will ensure that all information which may be expected to affect the value of the Company’s securities or influence investment decisions is released to the market in order that all investors have equal and timely access to material information concerning the Company. The information is made publicly available on the Company’s website following release to the ASX.
Respect the rights of shareholders
The role of shareholders
The Board will aim to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In accordance with the ASXCGC best practice recommendations, information is communicated to Shareholders as follows:
the annual financial report which includes relevant information about the operations of the Company during the year, changes in the state of affairs of the entity and details of future developments, in addition to the other disclosures required by the Corporations Act; the half yearly financial report lodged with the ASX and ASIC and sent to all Shareholders who request it; notifications relating to any proposed major changes in the Company which may impact on share ownership rights that are submitted to a vote of Shareholders;
notices of all meetings of Shareholders;
publicly released documents including full text of notices of meetings and explanatory material made available on the Company’s website; and
disclosure of the Company’s corporate governance practices and communications strategy on this Company’s website.
Recognise and manage risks
Risk assessment and management
The Board recognises that there are inherent risks associated with the Company’s operations including mineral exploration and mining, environmental, title, native title, legal and other operational risks. The Board endeavours to mitigate such risks by continually reviewing the activities of the Company in order to identify key business and operational risks and ensuring that they are appropriately assessed and managed.
The Board will evaluate the performance of the Managing Director, any other executive directors and senior management on a regular basis and will encourage continuing professional development at these levels.
Remunerate fairly and responsibly
In view of the current size of the Board remuneration matters will be monitored by the entire Board having regard to industry practices and laws.
The Company’s Constitution specifies that the total amount of remuneration of non executive Directors shall be fixed from time to time by a general meeting. Directors may apportion any amount up to this maximum amount amongst the non executive Directors as they determine. Directors are also entitled to be paid reasonable traveling, accommodation and other expenses incurred in performing their duties as Directors.
The remuneration of the Managing Director is determined by the Board as part of the terms and conditions of his employment which are subject to review from time to time. The remuneration of employees is determined by the Managing Director subject to the approval of the Board.
Recognise the legitimate interests of stakeholders
Code of conduct
The Company requires all its Directors and employees to abide by the highest standards of behaviour, business ethics and in accordance with the law. In discharging their duties, Directors of the Company are required to:
act in good faith and in the best interests of the Company;
exercise care and diligence that a reasonable person in that role would exercise;
exercise their powers in good faith for a proper purpose and in the best interests of the Company;
not improperly use their position or information obtained through their position to gain a personal advantage or for the advantage of another person to the detriment of the Company;
disclose material personal interests and avoid actual or potential conflicts of interest;
keep themselves informed of relevant Company matters;
keep confidential the business of all Directors meetings; and
observe and support the Board’s corporate governance practices and procedures.