Company Profile

> Corporate Governance

• Lay solid foundations for management and oversight
  • Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions.
    
    The Board recognises the importance of distinguishing between the respective roles and responsibilities of the Board and management. The respective roles and responsibilities of the Board and the Managing Director are set out in the Company’s Board Charter. The primary responsibility of the Board is to protect and advance the interest of shareholders. To fulfil this role, the Board has overall responsibility for developing and approving the Company’s corporate strategy and monitoring implementation of the strategy, appointing the Managing Director, monitoring senior executives’ performance and approving the Company’s risk and audit framework. The Board is also responsible for the Company’s general corporate governance matters, including matters such as disclosures and the appointment and monitoring of any committees set up by the Board. The Managing Director has primary responsibility to the Board for the affairs of the Company. The Managing Director’s responsibilities include implementing and monitoring (together with the Board) the strategic and financial plans for the Company, managing the appointment of senior executive positions, being the primary channel of communication and point of contact between the senior executives and the Board, providing strong leadership to, and effective management of, the Company and otherwise carrying out the day to day management of the Company.This recommendation is also satisfied in as much as should a new Director be appointed, the Company’s Board Charter and other corporate governance documentation together with updated financial statements will be given to the new Directors together with a formal letter of appointment which will set out details in respect of, amongst other matters:
    • the Company’s financial, strategic, operational and risk management position
    • each Director’s rights, duties and responsibilities; and
    • the role of the Board and senior executives
  • Companies should disclose the process for evaluating the performance of senior executives.
    
    The Company’s goals for the year are set out in the Annual Report and these are used as the basis for evaluating performance of senior executives. Performance evaluations are undertaken annually, in June, by the Managing Director. The Managing Director’s performance evaluation is also undertaken annually, in June, by the Board.
• Structure the Board to add value
  • A majority of the Board should be independent Directors.
    
    This recommendation is satisfied.
  • The Chair should be an independent Director.
    
    This recommendation is satisfied.
  • The roles of Chairperson and Chief Executive Officer should not be exercised by the same individual.
    
    This recommendation is satisfied.
  • The Board should establish a Nomination Committee.
    
    The Board has not adopted a charter relevant to the specific functions of a nomination committee. Given the size of the Company and the Board, and the start up nature and straight forward structure of the Company, the Directors consider that any efficiencies achieved by the establishment of a nomination committee would be minimal, thereby not making its establishment cost effective. The Company has Board processes in place which raise issues that would otherwise be considered by a nomination committee.
  • Companies should disclose the process for evaluating the performance of the Board, its committees and individual Directors.
    
    The Directors consider that due to the size of the Company and its Board, such a formal review procedure is not appropriate at this point in time and has instead adopted a self evaluation process to measure it’s own performance. This recommendation is satisfied in as much as the details have been included in the Annual Report and the Board Charter.
• Promoting ethical and responsible decision making
  • Companies should establish a code of conduct and disclose the code or a summary of the code as to:
    • the practises necessary to maintain confidence in the Company’s integrity.
    • the practises necessary to take into account their legal obligations and the reasonable expectations of their stakeholders.
    • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
    
    This recommendation is satisfied. The Company’s Code of Conduct sets out the Company’s expectations for the conduct of the Company’s Directors, senior executives and employees, including in relation to business conduct, personal and professional conduct (such as confidentiality, ersonal behaviour and respect for others)
  • Companies should establish a policy concerning trading in Company securities by Directors, senior executives and employees and disclose the policy or a summary of that policy.
    
    This recommendation is satisfied. The Company’s Share Trading Policy sets out the Company’s policy regarding the trading of securities in the Company, by Directors, senior executives and certain others. This provides details of the Company’s Insider Trading Policy as well as various other matters relating to institutional investors and journalists, as well as various other matters.
• Safeguard integrity in financial reporting
  • The Board should establish an Audit Committee.
    
    This recommendation is satisfied.
  • The Audit Committee should be structured so that it: Consists only of non-executive Directors; Consists of a majority of independent Directors; Is chaired by an independent Chair who is not chair of the Board; Has at least 3 members.
    
    The members of the Audit Committee are Paul Chapman and Richard Laufmann, who are both independent Directors. Richard Laufmann is an independent Chair of the Audit Committee (and he is not Chair of the Board). Given the size of the Company and the Board, and the start up nature and straight forward structure of the Company, the Directors consider that the Audit Committee is of sufficient size, independence and technical expertise to discharge its mandate effectively.
  • The Audit Committee should have a formal charter.
    
    This recommendation is satisfied.
• Make timely and balanced disclosure
  • Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
    
    This recommendation is satisfied. The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance. The Company’s Continuous Disclose Policy sets out the Company’s policies and procedures with regard to the reporting of material price sensitive information to the ASX subject to confidentiality carve-out aspects and the Company’s procedures in this regard.
• Respect the rights of shareholders
  • Companies should design and disclose a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.
    The Company places a high priority on communications with its Shareholders. Although the Company does not have a standalone communications policy, the Company considers that its Continuous Disclosure Policy, together with disclosure through the following means, should be sufficient to promote effective communications with shareholders:
    • announcements released through to the ASX company announcements platform;
    • notices of meetings to shareholders; and
    • provision of all relevant documentation released on the Company’s website.
• Recognise and manage risk
  • Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.
    
    Although there is no standalone risk management policy, the Board Charter provides that it is the Board’s responsibility to approve the Company’s risk and audit framework, systems of risk management and internal control, as well approving compliance with any risk and audit policies and protocols in place at the time.
  • The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.
    
    This recommendation is satisfied.
• Remunerate fairly and responsibly
  • The Board should establish a Remuneration Committee.
    
    This recommendation is not satisfied. Given the size of the Company and the Board, and the start up nature and straight forward structure of the Company, the Directors consider that any efficiencies achieved by the establishment of a remuneration committee would be minimal, not making its establishment cost effective.
  • Companies should clearly distinguish the structure of Non-Executive Director’s remuneration from that of Executive Directors and senior executives.
    
    This recommendation is satisfied. However, Board members are entitled to options as set out in this Annual Report having regard to the small number of the Company’s management team.

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> Contact Details

Mailing Address:

  PO Box 626W,
  Ballarat West
  Victoria, 3350
  Australia

Email:

  info@rexminerals.com.au