The Company has established a governance framework designed to:
The The Company’s Board of Directors is comprised of five directors, four of whom are non-executive directors. The Board also includes one executive director, the Managing Director, who is responsible for the day to day management of the Company. The roles of the Managing Director and the Chairman are not exercised by the same individual.
With reference to the definition of an Independent Director set out in Recommendation 2.1 of the Corporate Governance Principles and Recommendations (2nd Edition), the Board considers that two of its members are independent directors (one of whom is the Chairman of the Company) and notes that on this basis, the Company does not comply with Recommendation 2.1 as this does not constitute a majority of the Company’s directors.
This configuration is largely a function of the Company’s history and relates to the association of two of the Company’s directors with the corporation that founded Tri Origin and currently owns approximately 48.1 percent of its issued capital. Over time, subject to the retirement of directors and changes in shareholdings, this Board structure may change to conform to recommended practice.
The appointments of directors (other than the Managing Director) are subject to the approval of shareholders in an annual general meeting. The Company’s Constitution provides that one-third of the directors retire by rotation at each AGM. Those directors who are retiring may submit themselves for re-election by shareholders, including any director appointed to fill a casual vacancy since the date of the last AGM.
The composition of the Board is reviewed annually to ensure the balance of skills and experience is appropriate.
The Board has established a number of committees to help it carry out its responsibilities. In each case, the Board has adopted specific charters setting out membership, purpose, responsibilities, administration processes and functions appropriate to each committee.
The Board established an Audit Committee on 23 February 2001.
The Audit Committee’s powers and responsibilities are governed by a formal charter.< Charter - Audit Committee>
The Audit Committee reviews the integrity of the Company's financial reporting and oversees the independence of the external auditors.
The Audit Committee is comprised solely of non-executive Directors and is chaired by a Director who is both independent and non-executive and is not the Chairman of the Company. All of the Company’s independent Directors are members of the Audit Committee and constitute half of the total committee membership.Members of the Audit Committee are W Killinger (Chairman), B Kay, R Valliant and A Snowden.
The Board established a Remuneration Committee during the year ended 30 June 2007. The Remuneration Committee’s powers and responsibilities are governed by a formal charter.< Charter - Remuneration Committee>
The Remuneration Committee reviews the remuneration paid to Directors and senior management for providing their services to the Company. The Committee may consider the advice and recommendations of external experts on market conditions as appropriate.
The Remuneration Committee is comprised of a majority of independent directors, one of whom is the Chairman of the Committee. Current members are B Kay (Chairman) and W Killinger.
The Board established a Risk Management Committee during the year ended 30 June 2007.
The Risk Management Committee’s powers and responsibilities are governed by a formal charter.< Charter - Risk Managerment Committee>
The Risk Management Committee monitors the operational, financial, environmental and safety risks that face the Company. The Committee considers the recommendations and advice of external auditors and other external advisers on the management of these risks. The Committee also approves environmental and safety management policies that have been implemented to mitigate against these risks.
Current members of the Risk Management Committee are B Kay (Chairman), W Killinger, R Procter and J Quartermaine.
Senior executives are also invited to participate in meetings of the Risk Management Committee, as appropriate.
The Company notes that Recommendation 2.4 of the Corporate Governance Principles and Recommendations proposes that companies should establish a Nominations Committee.
The Board has considered this recommendation and, given the Company’s current size, considers that no efficiencies or other benefits would be gained by establishing a separate Nominations Committee. The role of the Nomination Committee is currently effectively carried out by the full Board of Directors as required
The Company acknowledges that directors require high quality information and advice on which to base their decisions and considerations. All directors have the right to seek advice and clarification from the Company’s auditors, financial and legal advisers on any matter relating to the Company or Board performance.
Directors additionally have the right to seek independent professional advice to help them carry out their responsibilities. Expenses will need to be approved in advance by the Chairman. If the Chairman is unable or unwilling to give approval, Board approval will be sufficient. Any costs incurred will be borne by the Company.
The Company aims to remunerate directors, officers and employees in accordance with prevailing market conditions with the major objective of being able to attract and retain high quality people who are motivated to contribute positively to the performance of the Company.
The Company believes that individuals should be rewarded for their individual contributions to the success of the Company (both financially and non-financially), measured primarily by the creation of value for shareholders. Incentives are therefore constructed with the goal of aligning the interests of employees and Shareholders and encouraging performance in an atmosphere of strong corporate governance.
Remuneration is based on fees, salaries, bonus payments and incentive options.
The Board evaluates the performance of individual members as part of the Company review process. The evaluation of individual Board members’ performance is performed by the Chairman, and in the Chairman’s case, by the Chief Executive Officer.
The purpose of the Board performance evaluations is to:
As previously noted, the task of evaluating management’s performance occurs on both an informal and formal basis. Informally, management’s performance is assessed continuously by reviewing operating results and the achievement or otherwise of the Company’s objectives. The formal task of reviewing individual executive’s performance is the responsibility of the Remuneration Committee who assesses each senior executive’s performance against pre-agreed targets as part of the annual remuneration review process.
In pursuit of acceptable ethical standards, the Company has adopted a Code of Conduct for Directors and Officers which establishes the standards of behaviour required of all Directors and employees in the conduct of the Company’s affairs.< Policy - Code of Conduct>
The Code of Conduct for Directors and Officers is based on respect for the law and acting accordingly, dealing with conflicts of interest appropriately, acting with integrity, exercising due care and diligence in fulfilling duties, acting in the best interests of the Company and respecting the confidentiality of all confidential information.
The Company Secretary maintains a Directors’ Interests Register which is reviewed by Directors as a standing agenda item at Board meetings to ensure that all disclosures are current and that any potential conflicts of interest are identified.
The Company is also a signatory to the Mining Council of Australia Framework for Sustainable Development - Enduring Value. This commits the Company to reporting its environmental performance as well as publicly declaring its commitment to ethical business practices. This commitment requires the Company to also report on its Occupational, Health & Safety and Environmental performance at a project level.
The Board has adopted a policy in relation to dealings in securities of the Company which applies to all directors and employees. Under this policy, Directors are prohibited from short-term trading in the Company’s securities and directors and employees are prohibited from dealing in the Company’s securities whilst in possession of price sensitive information.< Policy - Trading in Securities>
Accordingly, unless there are unusual circumstances, as determined by the Board, trading in the Company’s shares, options or other securities or derivatives by directors, officers and employees is limited to the following periods:
The Chairman must be notified of any proposed transaction and must give clearance for the transaction to proceed.
The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market.
The Company has established a system of closely monitoring its compliance with its ASX Listing Rules Continuous Disclosure obligations, having developed and implemented procedures to ensure that all price sensitive information is identified, reviewed by management and disclosed to the ASX in a timely manner.
A register of disclosures to both the ASX and to ASIC reviewed by directors as a standing Board agenda item.
The Board and management encourage communications between the Company and its shareholders and other stakeholders. To facilitate such exchanges, the Company has published telephone numbers and an enquiries email address for Shareholders and stakeholders to use in communicating with the Company.Information about the Company’s activities is formally disseminated to shareholders through:
Information is also available elsewhere on this website including a facility for shareholders and other interested parties to register to receive electronic copies of ASX releases concerning the Company.
The Company also conducts its general meetings of shareholders during business hours at centrally located venues that are accessible to the public and encourages shareholders’ attendance and participation at such meetings by ensuring that adequate notice of meetings is provided. Management also presents at a range of publicly accessible industry focused conferences and seminars during the year for the purpose of creating market awareness of the Company’s goals, strategies and achievements.
The Board is responsible for ensuring that an effective system of internal controls exists within the Company and is operating as expected. A Risk Management Committee has been established, although as previously noted, given the priority placed on risk management by the Board, the role of this Committee has been assumed by the full board of the Company during the financial year ended 30 June 2008.
The Board continually monitors the operational and financial aspects of the Company’s activities at its monthly meetings. The Board considers the recommendations and advice of external auditors and other external advisers on the operational and financial risks that face the Company.
The Company has implemented a system of risk management in both its corporate office and its regional exploration office which involves formal identification of risks, the evaluation of risks and formulation of mitigation strategies and the implementation of relevant policies and procedures to mitigate risk. In this respect, the Board has approved a range of corporate and operational policies and procedures that have subsequently been implemented to mitigate against specific risks. Financial risk is managed on a procedural basis and through a transparent management and financial accounting system.
The Chief Executive Officer and Chief Financial Officer are required to certify to the Board that: