Policy and Procedure for Selecting and (Re) Appointment of Directors

New Directors

It is the Policy of the Board that in determining candidates for the Board, the following process shall occur.

  • The Nomination Committee (or equivalent) evaluates the mix of skills, experience, expertise and diversity of the existing Board. In particular, the Nomination Committee (or equivalent) is to identify the particular skills and diversity that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors on the Board. Regard must also be had to the Company's Diversity Policy in identifying appropriate candidates.
  • The Nomination Committee (or equivalent) will identify potential candidates by seeking applications from suitably qualified individuals; and/or placing advertisements in appropriate media; and/or engaging external consultants that will present diverse candidates.
  • The Nomination Committee (or equivalent) interviews selected candidates.
  • A potential candidate is considered with reference to their skills and expertise in relation to other Board members. The Nomination Committee (or equivalent) will also have regard to the other matters identified in this Policy and Procedure for Selection and Re (Appointment) of Directors as relevant when identifying and considering candidates for the Board.
  • If relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. The Nomination Committee (or equivalent) must undertake appropriate checks before recommending an appropriate candidate for appointment to the Board. These should include checks as to the person’s character, experience, education, criminal record and bankruptcy history.
  • Any appointment made by the Board is subject to ratification by shareholders at the Company’s next annual general meeting.
  • The Company must enter into a written agreement with each director appointed to the Board setting out the terms of their appointment.

Board Renewal

The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Re-appointment of directors is not automatic. The Company must hold an election of directors each year. Under the Company’s Constitution, a director of the Company must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. This rule does not apply to the Managing Director.

Size and Composition of the Board

The Board should be structured in such a way that it has a proper understanding of, and competence to deal with, the current and emerging issues of the business and encourages enhanced performance of the Company.

Reference is made to the Company's size and operations as they evolve from time to time.

Commitment to the Board

Non-executive directors must provide to the Nomination Committee (or equivalent), prior to their appointment or re-election, details of their other commitments and an indication of the time involved in carrying out those other commitments.

All directors should consider the number and nature of their directorships and calls on their time from other commitments. Prior to appointment, or being submitted for re-election non-executive directors are required to specifically acknowledge to the Company that they will have sufficient time to fulfil their responsibilities as a director.

Informing Shareholders

Shareholders will be informed of the names of candidates submitted for election as directors. So that shareholders can make an informed decision on whether or not to elect or re-elect a candidate as a director, the following information will be supplied to shareholders:

  • biographical details, including their relevant qualifications and experience and the skills they bring to the Board;
  • details of any other material directorships currently held by the candidate;
  • if the candidate is standing for election as a director for the first time:
    • any material adverse information revealed by the checks the Company has performed about the candidate;
    • details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his or her capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of the Company and its security holders generally; and
    • if the Board considers that the candidate will, if elected, qualify as an independent director, a statement to that effect;
  • if the candidate is standing for re-election as a director:
    • the term of office currently served by the director; and
    • if the Board considers the director to be an independent director; a statement to that effect; and
  • a statement by the Board as to whether it supports the election or re-election of the proposed candidate.
 

Process for Performance Evaluations

Board

The Chair has the overall responsibility for evaluating the Board and, when deemed appropriate, Board committees and individual directors. The process employed by the Company for evaluating the performance of the Board, individual directors and any applicable committees is:

  • A questionnaire is prepared by the Company Secretary and circulated to each director for completion. The questionnaire includes questions addressing:
    • the effectiveness of the Board and each committee in meeting the requirements of its charter;
    • whether the Board and each committee has members with the appropriate mix of skills, diversity and experience to properly perform their functions;
    • the contribution made by each director at meetings and in carrying out their responsibilities as directors generally, including preparing for meetings;
    • whether adequate time is being allocated to Company matters, taking into account each director’s other commitments;
    • the independence of each non-executive director, taking into account the director’s other interests, relationships and directorships;
    • whether the content and timeliness of agendas, papers and presentations provided to the Board and each committee are adequate for them properly to perform their functions; and
    • a director’s executive role, if the director is an executive director.
  • The Company Secretary then summarises and collates the responses to the questionnaires and reports back to the Chair; and
  • The Chair discusses the responses to the questionnaire with the Board on a round-table basis, addresses any issues as required and meets with directors individually if required.

Chair

The Board is responsible for evaluating the performance of the Chair, and does so on the same basis as outlined for the Board above.

Chief Executive Officer

The Chief Executive Officer's performance is reviewed by the Board. The evaluation is conducted at the same time as the Chief Executive Officer’s annual remuneration review, and involves an interview with the senior independent director to discuss performance against the Chief Executive Officer’s responsibilities as outlined in his contract with the Company. The Board also evaluates the Chief Executive Officer on an ongoing basis via informal discussions about performance.

Senior Executives

The Company currently has one senior executive who is not also a Board Member. The Chief Executive Officer is responsible for evaluating the senior executive. The evaluation is conducted at the time of the executive’s annual remuneration review, and involves an interview with the Chief Executive Officer to discuss performance. The Chief Executive Officer also evaluates the performance of the senior executive on an ongoing basis via informal discussions about performance. The Company is a small exploration company and does not have any STI or LTI indicators.

 

 

PROCEDURE FOR THE SELECTION, APPOINTMENT AND ROTATION OF EXTERNAL AUDITOR

Responsibility

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises Audit. Any appointment made by the Board is subject to confirmation by shareholders at the next annual general meeting of the Company.

Selection criteria

  • Mandatory criteria: Candidates for the position of external auditor of the Company must be able to demonstrate complete independence from the Company, and an ability to maintain independence through the engagement period. Further, the successful candidate must have arrangements in place for the rotation of the audit engagement partner in accordance with professional standards as current from time to time, including part 2M.4 Division 5 of the Corporations Act 2001 (Cth).
  • Other criteria: Other than the mandatory criteria mentioned above, the Board may select an external auditor based on criteria relevant to the business of the Company such as experience in the industry in which the Company operates, references, cost, internal governance processes and any other matters deemed relevant by the Board. The Board may consider the matters outlined in the Australian Securities and Investments Commission Information Sheet 196 Audit quality: The role of directors and audit committees under the heading “Assessing potential and continuing auditors”.

Review

The Board will review the performance of the external auditor on an annual basis. The Board may refer to the matters outlined in the Australian Securities and Investments Commission Information Sheet 196 Audit quality: The role of directors and audit committees under the heading “Assessing potential and continuing auditors” when reviewing the performance of the external auditor.

 

 

SHAREHOLDER COMMUNICATION AND INVESTOR RELATIONS POLICY

Purpose

The Board recognises that it needs to engage with its shareholders and provide them with appropriate information and facilities to allow them to exercise their rights as shareholders effectively. This includes:

  • giving shareholders ready access to information about the Company and its governance;
  • communicating openly and honestly with shareholders; and
  • encouraging and facilitating their participation in meetings of shareholders.

The purpose of this policy is to outline how the Company will provide shareholders and other investors with information about itself and its governance, and to outline the Company’s investor relations program.

References in this policy to communicating and interacting with shareholders includes, where securities are held by a custodian or nominee, communicating or interacting with the beneficial owner of the securities.

 

Company website

The Company has a website which can be found at www.magnetitemines.com. The Company’s website is designed to provide shareholders and other investors with helpful information about the Company including:

  • an overview of the Company’s current business;
  • a description of how the Company is structured;
  • a summary of the Company’s history;
  • once they are known, the time, venue and other relevant details for results presentations and the annual general meeting;
  • historical information about the market prices of the Company’s securities;
  • copies of media releases the Company makes;
  • contact details for enquiries from shareholders, analysts or the media; and
  • contact details for its securities registry.

The Company’s website has a “corporate governance” landing page from where the Company’s relevant corporate governance information can be accessed. The following information is available in the corporate governance area of the Company’s website:

  • its constitution, its Board Charter and the charters of each of its Board committees; and
  • its corporate governance policies and procedures.

The Company also makes available on its website the following information on a regular and up-to-date basis:

  • the names, photographs and brief biographical information for each of its directors and senior executives;
  • copies of its annual reports and financial statements for at least the previous 3 years; and
  • copies of its announcements to ASX for at least the previous 3 years.

Electronic communication

The Company gives shareholders the option to receive communications from, and send communications to, the Company and its security registry electronically.

Shareholders and other investors are able to register on the Company’s website to receive information updates about the Company.

General meetings

The Company recognises that general meetings are an important forum for two-way communication between the Company and its shareholders. The meetings provide the Company with an opportunity to impart to shareholders a greater understanding of its business, governance, financial performance and prospects, as well as to discuss areas of concern or interest to the Board and management. The meetings also provide shareholders with an opportunity to express their views to the Company’s Board and management about any areas of concern or interest for them.

The Company endeavours to actively engage with shareholders at its general meetings, and encourages attendance and participation at its meetings.

The Company provides information in the notice of meeting that is presented in a clear, concise and effective manner.

In accordance with section 250S of the Corporations Act 2001 (Cth), at the Company’s annual general meetings the Chair of the meeting will allow a reasonable opportunity for members to ask questions about or make comments on the management of the Company.

Shareholder meetings and enquiries

The Company endeavours to meet with shareholders upon request, and responds to any enquiries they may make from time to time.

The Company posts or emails each shareholder (at the election of each shareholder) all ASX releases made by the Company.

 

 

SECURITIES TRADING POLICY

PURPOSE

The purpose of this policy is to:

  • assist those persons covered by the policy to comply with their obligations under the insider trading provisions of the Corporations Act 2001 (Cth) (Corporations Act);
  • aim to ensure that the reputation of the Company and its subsidiaries (Group) is not adversely impacted by perceptions of trading in the Company’s securities at certain times, and to ensure a proper market for the Company’s securities is maintained that supports shareholder and investor confidence;
  • establish a procedure for trading in the Company’s securities by persons covered by the policy including setting out: the periods when trading is prohibited; the restrictions on trading; the exceptional circumstances when trading may be permitted during a prohibited period with prior written clearance; the procedure to obtain written clearance to trade, including during a prohibited period; and the trading that is excluded from the policy; and
  • comply with the ASX Listing Rules.

This policy is for the protection of the Company and each of the persons covered by the policy. If you do not understand any part of this policy, or the summary of the law relating to insider trading, or how it applies to you, you should contact the Company Secretary before trading in any securities covered by this policy. Ultimately it is your responsibility to make sure that none of your trading constitutes insider trading.

WHO DOES THIS POLICY APPLY TO?

This policy applies to Restricted Persons. A Restricted Person is a person who is:

  • a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company (Key Management Personnel);
  • an employee of the Group (Employees);
  • a Connected Person of Key Management Personnel or Employees.

A Connected Person means any person over whom the Key Management Personnel or Employee has significant influence or control. Where this policy requires a Restricted Person to do an act or thing, the relevant Restricted Person must do that act or thing in respect of the Connected Person.

WHAT SECURITIES ARE COVERED BY THIS POLICY?

This policy applies to trading in all securities issued by the Company, and includes the following types of securities:

  • shares, share acquisition rights and options;
  • debentures (including bonds and notes);
  • derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the-counter options) whether settled by cash or otherwise, (Company Securities).

The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale.

To “trade” in securities means, whether as principal or agent, to apply for, acquire or dispose of securities; enter into an agreement to apply for, acquire or dispose of securities. To “trade” includes the exercise of an option or the conversion of a share acquisition right.

INSIDER TRADING PROHIBITION

 

What is Inside Information?

Inside Information is information that: (a) is not generally available; and (b) if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the securities.

A reasonable person would be taken to expect information to have a material effect on the price or value of securities if (and only if) the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, the information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.

It does not matter how you come to know the Inside Information. For the purpose of the insider trading provisions of the Corporations Act, “information” is given a wide meaning and includes matters of supposition and other matters that are insufficiently definite to warrant being made known to the public and matters relating to the intentions, or the likely intentions of a person.

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price of Company Securities are set out in the Appendix.

When is information generally available?

Information is generally available if:

  • it consists of ‘readily observable matter’;
  • it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information and since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or
  • it consists of deductions, conclusions or inferences made or drawn from information of the kind referred to in (a) or (b) above.

Prohibited conduct

In summary, the Corporations Act prohibits three types of conduct relating to Inside Information:

  • the direct or indirect acquisition or disposal of securities using Inside Information;
  • the procurement of another person to acquire or dispose of securities using Inside Information; and
  • communication of Inside Information to another person for the purpose of the other person acquiring or disposing of securities.

You must not, whether in your own capacity or as an agent for another, apply for, acquire or dispose of, or enter into an agreement to apply for, acquire or dispose of, any securities, or procure another person to do so if you:

  • possess Inside Information;
  • know or ought reasonably to know, that:
  • the information is not generally available; and
  • if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities.

Further, you must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to apply for, acquire or dispose of the securities or procure another person to do so.

Consequences of insider trading

Engaging in “insider trading” (as summarised in section 4.3), can subject you to criminal liability, including substantial monetary fines and/or imprisonment. You may also be subject to civil liability, which may include being sued by another party or the Company, for any loss suffered as a result of insider trading. Insider trading is prohibited at all times.

BLACKOUT PERIODS

In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not trade in Company Securities in the periods between the end of each quarter and 24 hours immediately following the release of the Company's quarterly activities report and cash flow report (which are released together) (Blackout Periods), unless the circumstances are exceptional and the procedure for prior written clearance described in section 7 has been met.

Please note that even if it is outside a Prohibited Period, Restricted Persons must not trade in the Company's Securities if they are in possession of Inside Information.

EXCEPTIONAL CIRCUMSTANCES WHEN TRADING MAY BE PERMITTED SUBJECT TO PRIOR WRITTEN CLEARANCE

A Restricted Person, who is not in possession of Inside Information, may be given prior written clearance to trade in Company Securities during a Prohibited Period in accordance with the procedure described in section 7, in the following exceptional circumstances:

  • where the person is in severe financial hardship; or
  • where there are other circumstances deemed to be exceptional by the person granting the prior written clearance.

The determination of whether a person is in severe financial hardship or whether there are other exceptional circumstances can only be made by the relevant Approving Officer in accordance with the procedure for obtaining clearance prior to trading set out in section 7. A person may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Company Securities. A tax liability would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A circumstance may be considered exceptional if the person in question is required by a court order or a court enforceable undertaking to transfer or sell, or accept a transfer of, the Company Securities or there is some other overriding legal or regulatory requirement for him or her to do so.

PROCEDURE FOR OBTAINING WRITTEN CLEARANCE PRIOR TO TRADING

Restricted Persons must not trade in Company Securities at any time, including in the exceptional circumstances referred to in section 6, unless the Restricted Person first obtains prior written clearance from:

  • in the case of employees, the Chief Executive Officer/Managing Director or in his absence, the Company Secretary;
  • in the case of a director or officer, the Chair;
  • in case of the Chair, the Chief Executive Officer/Managing Director; or
  • each, an Approving Officer.

A request for prior written clearance under this policy should be made in writing using the form attached to this policy entitled 'Request for Prior Written Clearance to Trade in Company Securities' and given to the Approving Officer. The request may be submitted in person, by mail, by email or by facsimile.

Any written clearance granted under this policy will be valid for the period of 5 business days from the time which it is given or such other period as may be determined by the Approving Officer. The expiry time of the clearance will be stated in the clearance granted. Written clearance under this policy may be given in person, by mail, by email or by facsimile.

WHAT TRADING IS NOT SUBJECT TO THIS POLICY?

The following trading by Restricted Persons is excluded from the restrictions outlined in section 5, but is subject to the insider trading provisions of the Corporations Act summarised in section 4 of this policy:

  • transfers of Company Securities between a Restricted Person and their spouse, civil partner, child, step-child, family company, family trust or other close family member or of Company Securities already held into a superannuation fund or other saving scheme in which the Restricted Person is a beneficiary;
  • an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Company Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
  • where a Restricted Person is a trustee, trading in the Company Securities by that trust provided that the Restricted Person is not a beneficiary of the trust and any decision to trade during a Prohibited Period is taken by the other trustees or by the investment managers independently of the Restricted Person;
  • undertakings to accept, or the acceptance of, a takeover offer;
  • a disposal of Company Securities arising from a scheme of arrangement;
  • trading under an offer or invitation made to all or most of the security holders such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
  • a disposal of Company Securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement. Please note section 10 of this policy; Restricted Persons must not enter into margin loan agreements or other secured lending arrangements in relation to Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7;
  • the exercise (but not the sale of Company Securities following exercise) of an option or right under an employee incentive scheme, or the conversion of a convertible security, where:
  • the final date for the exercise of the option or right, or the conversion of the security, falls during a Prohibited Period and the Company has been in an exceptionally long Prohibited Period or the Company has had a number of consecutive Prohibited Periods and the Restricted Person could not reasonably have been expected to exercise it at a time when free to do so; and
  • the Restricted Person obtains prior written clearance to exercise the option or right, or convert the security, in accordance with the procedure set out in section 7 of this policy;
  • the acquisition, or agreement to acquire, Company Securities under an employee incentive scheme by a person who is not Key Management Personnel;
  • the exercise or automatic conversion of Company Securities giving a right to conversion to shares, issued under an employee incentive scheme (but not the sale of Company Securities following exercise or conversion) by a person who is not Key Management Personnel;
  • the acquisition of shares by conversion of Company Securities giving a right to conversion to shares (but not the sale of Company Securities following exercise or conversion) by a person who is not Key Management Personnel;
  • trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy and where: (a) the Restricted Person did not enter into the plan or amend the plan during a Prohibited Period; and (b) the trading plan does not permit the Restricted Person to exercise any influence or discretion over how, when, or whether to trade.

HEDGING TRANSACTIONS

Restricted Persons must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the Company without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7.

Restricted Persons are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements under any equity based remuneration schemes.

MARGIN LOANS AND OTHER SECURED LENDING

Restricted Persons must not enter into margin loan agreements or other secured lending arrangements in relation to Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7.

NON-DISCRETIONARY TRADING PLANS

Restricted Persons must not put in place a non-discretionary trading plan in respect of Company Securities without first obtaining prior written clearance from the appropriate Approving Officer in accordance with the procedure set out in section 7. Restricted Persons must not cancel any such trading plan during a Prohibited Period, unless the circumstances are exceptional and the procedure for prior written clearance set out in section 7 has been met.

DIRECTOR NOTIFICATION REQUIREMENTS

Directors have agreed with the Company to provide details of changes in Company Securities they hold (directly or indirectly) to the Company Secretary as soon as reasonably possible to enable the Company to comply with its obligations under the ASX Listing Rules. Directors are referred to the Company's Director's Disclosure Obligations document and Director's Declaration of Interest Form. Directors are reminded that it is their obligation under section 205G of the Corporations Act to notify the market operator within 14 days after any change in a director's interest if the Company has failed to do so.

REGISTER OF CLEARANCES

The Company Secretary must maintain a register of clearances given in relation to trading in Company Securities. The Company Secretary must report all notifications of trading in, and clearances given, in relation to trading in Company Securities to the next Board meeting of the Company.

CONSEQUENCES OF BREACH

Breach of the insider trading prohibition could expose you to criminal and civil liability. Breach of this policy (irrespective of whether the insider trading prohibition or any other law is breached) will also be regarded by the Group as serious misconduct which may lead to disciplinary action and/or dismissal.

This policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of, insider trading. Restricted Persons who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary.

ASX LISTING RULE REQUIREMENTS

It is a requirement for admission to the official list of ASX, and an on-going requirement for listing, that the Company has a securities trading policy.

The Company will give a copy of this policy to ASX for release to the market. The Company will also give any amended version of this policy to ASX when it makes a change to: the periods within which Restricted Persons are prohibited from trading in Company Securities; the trading that is excluded from the operation of the policy; or the exceptional circumstances in which Restricted Persons may be permitted to trade during a Prohibited Period, within five business days of the amendments taking effect. The Company will also give this policy to ASX immediately on request by ASX.

Appendix

Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price or value of Company Securities include, but are not limited to:

  • a transaction that will lead to a significant change in the nature or scale of the Company’s activities;
  • a material mineral or hydrocarbon discovery;
  • a material acquisition or disposal;
  • the granting or withdrawal of a material licence;
  • becoming a plaintiff or defendant in a material law suit;
  • the fact that the Company’s earnings will be materially different from market expectations;
  • the appointment of a liquidator, administrator or receiver;
  • the commission of an event of default under, or other event entitling a financier to terminate, a material financing facility;
  • under subscriptions or over subscriptions to an issue of securities;
  • giving or receiving a notice of intention to make a takeover;
  • any rating applied by a rating agency to the Company or its securities and any change to such a rating;
  • any actual or proposed change to the Company’s capital structure for example, a share issue;
  • exploration results.
 

DIVERSITY POLICY (SUMMARY)

The Board has adopted a Diversity Policy which outlines the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Company performance. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees. The Diversity Policy outlines the process by which the Board may set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on gender diversity within the Company. The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of diversity objectives.

 

 

POLICY ON CONTINUOUS DISCLOSURE (SUMMARY)

The Board has adopted a Policy on Continuous Disclosure. The policy raises awareness of the Company’s obligations under the continuous disclosure regime; establishes a process to ensure that information about the Company which may be market sensitive and which may require disclosure is brought to the attention of the person primarily responsible for ensuring that the Company complies with its continuous disclosure obligations in a timely manner and is kept confidential; and sets out the obligations of directors, officers, employees and contractors of the Company to ensure that the Company complies with its continuous disclosure obligations. The policy also outlines who is authorised to speak to the media, analysts, brokers, shareholders and other external parties; a person’s confidentiality obligations and the consequences of breaching the policy. The policy is subject to annual review by the Board.

 

 

COMPLIANCE PROCEDURES (SUMMARY)

The Board has adopted Compliance Procedures to assist it to comply with its disclosure obligations. Under the Compliance Procedures, a Responsible Officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations. The duties of the Responsible Officer, together with the responsibilities of the Board and the Company Secretary, are set out in the Compliance Procedures. The Compliance Procedures are designed to ensure that information about the Company which may be market sensitive and which may require disclosure under Listing Rule 3.1 is promptly assessed to determine whether it requires disclosure and if it does, is given to ASX promptly and without delay. The Compliance Procedures also set out procedures to correct or prevent a false market in the Company’s securities; set out measures for safeguarding confidentiality of corporate information to avoid premature disclosure; and establish procedures for media contact and comment and external communications such as analyst briefings and responses to shareholder questions. The Compliance Procedures also provide guidance on drafting announcements to ensure that the Company’s announcements are accurate, complete and not misleading and presented in a clear and balanced way.

 

 

CODE OF CONDUCT (SUMMARY)

The Board has adopted a Code of Conduct which outlines the Company’s commitment to conducting itself with honesty, fairness and integrity and to observing the rule and spirit of the legal and regulatory environment in which the Company operates, and requires Directors, officers and employees to deal with the Company's customers, suppliers, contractors, shareholders, competitors and each other accordingly. The Code prohibits Directors officers and employees from involving themselves in situations where there is an actual or potential conflict of interest. Directors, officers and employees must not disclose the Company’s confidential or proprietary information. Directors, officers and employees must protect the assets of the Company to ensure availability for legitimate business purposes. The Company acknowledges its responsibility to shareholders, the community, and the individual. The Company is committed to equal employment opportunity; a safe work place and maintenance of proper occupational health and safety practices commensurate with the nature of the Company’s business and activities; and a workplace free from any kind of discrimination, harassment or intimidation of employees.

 

 

INDUCTION PROGRAM

To be effective, new directors and senior executives need to have a good deal of knowledge about the Company and the industry within which it operates. To that end, the following Induction Program has been devised for new directors and senior executives.

The goal of the Induction Program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity and to assist senior executives to participate fully and actively in management decision-making at the earliest opportunity.

  • NEW DIRECTORS

    Goal

    • To gain an understanding of the rights, duties and responsibilities of the directors and the roles and responsibilities of senior executives.
    • To understand the role of Board committees.
    • To understand meeting arrangements and director interaction with each other, senior executives and other stakeholders.
    • To understand the culture and values of the Company.

    How Achieven
    Meet with the Chair to discuss:

    • the responsibilities of the Board and senior executives as set out in the various Company charters and how these responsibilities are divided. Also to ensure an understanding of the director's disclosure obligations (see Director's Disclosure Obligations) and the duties set out in A Guide to Directors’ Duties;
    • the responsibilities of each Committee, as set out in the respective charters; and
    • Company policies relevant to the evaluation of the performance of the Board, its committees and individual directors, including the Diversity Policy.

    Goal
    To gain an understanding of the Company's strategic, operational and risk management position.

    How Achieved
    Meet with the Chair (and the Chief Executive Officer where that person is not also the Chair) to discuss the strategies of the Company and how senior management progresses that strategy. Also to discuss the Company's Risk Management Policy.

    Meet with the Chief Executive Officer to discuss the risk management and internal control system to manage the Company's material business risks.

    Goal
    To gain an understanding of the Company's financial and financial risk position.

    How Achieved
    Meet with the Chief Financial Officer to discuss:

    • the most recent financial reports of the Company; and
    • the risk management systems in place in relation to financial reporting risks.
  • SENIOR EXECUTIVES

    Goal
    To understand the respective rights, duties, responsibilities and roles of the Board and senior executives.

    How Achieved
    Meet with the Chair to discuss the responsibilities of the Board and senior executives as set out in the various Company charters and how these responsibilities are divided.

    Goal
    To gain an understanding of the Company's strategies and operational and risk management policies.

    How Achieved
    Meet with the Chair (and the Chief Executive Officer where that person is not also the Chair) to discuss the strategies of the Company and how senior management progresses that strategy. Also to discuss the Company's Risk Management Policy.

    Meet with the Chief Executive Officer to discuss the risk management and internal control system to manage the Company's material business risks.

    Goal
    To gain an understanding of the Company's financial and financial risk position.

    How Achieved
    Meet with the Chief Financial Officer to discuss:

    • the most recent financial reports of the Company; and
    • the risk management systems in place in relation to financial reporting risks.