Corporate Governance Statement

Transcription

1 ASX and Media Release 2 October 2015 Black Oak Minerals Limited (ASX: BOK) releases its current as referenced in the Annual Report to Shareholders and Appendix 4G which were released to ASX on 29 September The, which is attached, can also be found on the Company s website at along with the associated corporate policies, board committee charters and the BOK code of conduct. For further information contact: David Kinsman, Chief Financial Officer and Company Secretary, Black Oak Minerals Limited Telephone: , admin@blackoakminerals.com.au ASX: BOK T: E: admin@blackoakminerals.com.au W: Lvl 1, 160 Wharf St, Spring Hill, QLD 4000 GPO Box 519 Brisbane QLD 4001

2 CORPORATE GOVERNANCE STATEMENT INTRODUCTION The Company and the Board are committed to achieving and demonstrating high standards of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The Group seeks to follow the best practice recommendations for listed companies to the extent that it is practicable. The Company is required to disclose the extent to which it has not adopted the ASX Corporate Governance Principles and Recommendations. Set out below are the principal corporate governance practices of the Company along with the reasons for non-adoption of the recommendations (including 2014 Amendments) where applicable. PRINCIPLE 1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated. R1.1 A listed entity should disclose the respective roles and responsibilities of its board and management and those matters expressly reserved to the board and those delegated to management. The Board is accountable to shareholders for Company performance. It oversees and guides management in protecting and enhancing the interests of shareholders and other stakeholders. It sets the strategic direction of the Company, establishes goals for management and monitors progress towards those goals. The Board has adopted a Board Charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management. This is available on the Corporate Governance page of the Company s website. R1.2 A listed entity should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. Appropriate checks are made of each Director before their appointment and stakeholders are made aware of all material information on their election or re-election. R1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. On appointment of a director or senior executive, the Company issues a letter of appointment setting out the terms and conditions of appointment to the Board. R1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. R1.5 A listed entity should: (a) Have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity s progress in achieving them; (b) Disclose that policy or a summary of it; and

3 (c) Disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity s diversity policy and its progress towards achieving them, and either: (1) The respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined senior executive for these purposes); or (2) If the entity is a relevant employer under the Workplace Gender Equality Act, the entity s most recent Gender Equality Indicators, as defined in and published under that Act. The Company values diversity and recognises the benefits it can bring to the organisation s ability to achieve its goals. The Company recognises diversity as a core consideration in its Remuneration and Nomination Committee Charter, and operates a diverse workforce. Although no measurable objectives on gender diversity have been set to date, at this stage of the Company s life with a small workforce, the Company maintains a balanced mix of gender diversity which the Board considers appropriate. R1.6 A listed entity should have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. To facilitate strong Board performance, the Board Charter requires periodic review of Board performance. Whilst no formal process is in place, a process is in effective use for continuously improving the Board s systems, procedures and quality of decision-making. This encompasses continuous attention to all matters that provide an opportunity to improve the creation of value to the Company s shareholders via actions of the Board, its committees and individuals in developing strategy, decision-making and monitoring the Company s performance. R1.7 A listed entity should have and disclose a process for periodically evaluating the performance of its senior executives and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. The Board is accountable for the proper oversight of executive directors and senior management. Performance evaluation of senior executives is undertaken by the CEO and the Chairman undertakes the CEO s review. Senior executives are evaluated informally on an ongoing basis as well as formally on an annual basis. A formal process is in place for reviewing and evaluating senior management performance and continuously improving the contributions executives make to the Company. This involves establishment of annual goals and objectives for each executive in support of the corporate objectives and strategic plan and a detailed evaluation of performance against role objectives as well as these annual performance goals. Performance evaluation of senior executives has taken place in FY 2015 in accordance with this process. PRINCIPLE 2 STRUCTURE THE BOARD TO ADD VALUE A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. R2.1 The board of a listed entity should have a nomination committee which has at least three members, a majority of whom are independent directors and is chaired by an independent director. The listed entity should disclose the charter of the committee, the members of the committee and as at the end of each reporting period the number of times the committee met throughout the period and the individual attendances of the members at those meetings. If the listed entity does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. The full Board form the Remuneration and Nomination Committee. The Committee adopted a Remuneration and Nomination Charter to ensure that the Board contains the appropriate range of competencies and maintains appropriate selection and appointment practices. Page 2

4 R2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. Details of the Directors experience and skills are on the Company s website and in the Directors Report in the Company s 2015 Annual Report R2.3 A listed entity should disclose the names of the directors considered by the board to be independent directors, why they are considered to be independent and the length of service of each director. The Board has determined the independence status of each current director is as follows: Director Position Length of Independent Reason service Jon Parker Non-Executive Director 2 years Yes Mr Parker is a shareholder in the Company. However, the Board considers that Mr Parker is free of any relationship that could, or could be seen to, interfere materially with the independent exercise of judgement. David Sproule Managing Director 2 years No Mr Sproule and related parties comprise the major shareholding in the Company. Ken Osland Non-Executive Director 1 Year Yes Mr Osland is a shareholder in the Company. However, the Board considers that Mr Osland is free of any relationship that could, or could be seen to, interfere materially with the independent exercise of judgement. R2.4 A majority of the board of a listed entity should be independent directors. Black Oak Minerals Limited recognises the importance of having a Board of the appropriate composition, size and commitment for it to discharge its responsibilities and duties and believes that its Board has a balance of skills, experience and independent thinking appropriate to the nature and scope of the Company s operations. Given the size of the Company the Board believes that it has an appropriate size and mix of skills to provide independent and transparent decisions for the benefit of the Company. Furthermore, the Board believes the Company as a whole benefits from the long standing experience of its directors. This experience is listed in the Directors Information section of the Directors Report. Currently the majority of the Board s directors are independent as that term is defined by the Recommendations. Two of the three Board members, Jon Parker and Ken Osland, meet the definition. During the period 20 September 2013 to 8 September 2014 the company did not fully comply with the recommendation as it had only Jon Parker, being one of three board members who met the definition of independence. The other two directors, being Mr Sproule and Mr Terranova (who was Managing Director from 20 September 2013 to 8 September 2014) are considered as being not independent. R2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. Jon Parker is Chair and an independent Director. R2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their roles as directors effectively. The Company recognises the need for directors to maintain their skills and experience. New Directors undergo an informal process of induction however no formal program is currently in place. Professional development opportunities for directors are considered when proposed or otherwise determined as necessary. Page 3

5 PRINCIPLE 3 ACT ETHICALLY AND RESPONSIBLY A listed entity should act ethically and responsibly. R3.1 A listed entity should have a code of conduct for its directors, senior executives and employees and disclose that code or a summary of it. The Board and management are committed to establishing and maintaining a high degree of integrity among those who set or influence the Company s strategy and financial performance, together with responsible and ethical decision-making that take into account legal obligations as well as significant stakeholders interests. The Board has adopted a Code of Conduct which establishes a clear set of values that emphasise a culture encompassing strong corporate governance, sound business practices and good ethical conduct. This Code of Conduct is available on the Company website. Each director, senior executive and each employee is individually accountable for bringing potential matters of unethical behaviour for which they become aware to the attention of the organisation at an appropriate level. An individual whose attention is so drawn is accountable for using the powers of their office/role to deal appropriately with such matters. PRINCIPLE 4 SAFEGUARD INTEGRITY IN CORPORATE REPORTING A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. R4.1 The board of a listed entity should have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. The Board has established an Audit and Risk Management Committee. The ultimate responsibility for the integrity of the Company s financial reporting rests with the full Board. Due to the small number of Directors the Audit and Risk Management Committee comprises only two directors, both of whom meet the ASX test of independence. The Chairman of the committee is Ken Osland who is an independent director and who is not Chair of the Board. The Audit and Risk Management Committee has a separate charter structured to ensure the Company s financial reporting is adequately reviewed and that the external auditors are independent. Formal lines of reporting to the Board and frequency and operation of committee meetings are also covered. The Audit and Risk Management Committee Charter is available on the Company website. R4.2 The board of a listed entity should, before it approves the entity s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Board requires the chief executive officer and the chief financial officer to confirm in writing that declarations provided in accordance with section 295A of the Corporations Act are founded on a sound system of risk management and internal control and that the system is operating effectively. Page 4

6 R4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. The external auditor will attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report. PRINCIPLE 5 MAKE TIMELY AND BALANCED DISCLOSURE A listed entity should make timely and balances disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. R5.1 A listed entity should have a written policy for complying with its continuous disclosure obligations under the Listing Rules and disclose that policy or a summary of it. Black Oak Minerals Limited is committed to promoting investor confidence and ensuring that shareholders and the market are provided with timely and balanced disclosure of all material matters concerning the Company, as well as ensuring that all shareholders have equal and timely access to externally available information issued by the Company. The Company has a Continuous Disclosure Policy to ensure compliance with the continuous disclosure regime under ASX Listing Rules and the Corporations Act This policy aims to deliver timely and balanced disclosure of all material matters concerning the Company and requires disclosure of any information concerning Southern Cross Goldfields Limited that a reasonable person would expect to have a material effect on the price or value of the Company s securities. This policy is available on the Company website. PRINCIPLE 6 RESPECT THE RIGHTS OF SECURITY HOLDERS A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. R6.1 A listed entity should provide information about itself and its governance to investors via its website. The Company has adopted a Shareholder Communications Policy to ensure that shareholders have access to balanced and understandable information about the Company and its activities. This policy is available on the Company website. The Company uses its website as its primary communication tool for distribution of the annual report, market announcements and media disclosures. External communication which may have a material effect on the price or value of the Company s securities will not be released unless it has been announced previously to ASX. R6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. The Directors aim to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Company. Information on all major developments affecting the Company is available to shareholders through: the Company s annual report; quarterly and half yearly reports; the annual general meeting of the Company and other meetings called to obtain approval for Board actions as appropriate. All shareholders who are unable to attend these meetings will be encouraged to communicate issues or ask questions by writing or ing to the Company; and ASX announcements and media releases on the Company website. The Company will take advantage of technology, such as the Company website, to provide greater opportunities for effective communication with shareholders and to encourage participation at meetings. Page 5

7 R6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. Whilst the Company does not have a formal policy in place, the embedded process followed at all security holder meetings affords participation and engagement. R6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security register electronically. The Company will take advantage of technology, such as the Company website, to provide greater opportunities for effective communication with shareholders and to encourage participation at meetings. PRINCIPLE 7: RECOGNISE AND MANAGE RISK A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. R7.1 The board of a listed entity should have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee (4) the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. The Company has implemented an Audit and Risk Management Committee with a separate charter, focussed on ensuring that the Company maintains an effective system of internal control and risk management. Flowing from this, the Company has adopted a Risk Management Policy that governs the Company s approach to Risk Management. Both the Audit and Risk Management Committee Charter and the Risk Management Policy are available on the Company website. R7.2 The board or a committee of the board should review the entity s risk management framework at least annually to satisfy itself that it continues to be sound and disclose, in relation to each reporting period, whether such a review has taken place. This function is documented in the Audit and Risk Management Committee Charter and a standing agenda item is incorporated in the annual Board calendar to undertake this activity. R7.3 A listed entity should disclose if it has an internal audit function, how the function is structured and what role it performs or if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. The Company does not have an internal audit function, however there is a continual review process in place overseen by the Chief Financial Officer and the Audit and Risk Committee. R7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The main risks which the Company is exposed to are those inherent in the industry in which it operates. As with any mining producer and explorer, the Company may be exposed to economic down turn or fluctuations in commodity prices, changes to government regulations or environmental operating risks. These risks are managed through the internal control and risk management framework overseen by the Audit and Risk Committee. Page 6

8 PRINCIPLE 8 REMUNERATE FAIRLY AND RESPONSIBLY Black Oak Minerals Limited A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders. R8.1 The board of a listed entity should have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee (4) the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. The Company has adopted a Remuneration and Nomination Committee governed by a Remuneration and Nomination Charter. This Charter is available on the Company website. The Remuneration and Nomination Committee comprises three directors, two of whom meet the ASX test of independence. It is chaired by Mr Ken Osland, who is independent. No executive director participates in Board decisions pertaining to their remuneration packages. R8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. The Company complies with the guidelines for executive remuneration packages and non-executive director remuneration as proposed in the Recommendations. Total remuneration paid to non-executive directors may not exceed the limit set by shareholders at the annual general meeting and is currently $500,000 which was approved by shareholders on 12 October The remuneration of the non-executive directors is fixed rather than variable. In relation to executive remuneration, the Board takes advice regarding the nature and direction for the Company's remuneration practices. Where appropriate, the Board ensures that a proportion of each senior manager's remuneration is linked to his or her performance and the Company's performance. Remuneration is also benchmarked against the Company's peers in the resources industry. The remuneration structure for directors and senior executives is reported in the remuneration section of the Company's Annual Report. R8.3 A listed entity which has an equity-based remuneration scheme should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme and disclose that policy or a summary of it. The Company has a Trading in Securities Policy that: a) does not permit employees to enter into arrangements, such as margin loans or arrangements involving the Company's securities as collateral to secure repayment of a loan, where the lender is granted a right to sell or compel the sale of the securities such that prescribed exclusion periods are breached; and b) precludes employees from using derivatives such as caps, collars, warrants or similar products into in relation to any Company securities held by employees. Page 7