BOARD CHARTER 1. PURPOSE

Transcription

1 BOARD CHARTER 1. PURPOSE This statement sets out the role, responsibilities, structure and processes of the Board of Wolf Minerals Limited ( Wolf or Board the Company ). The disclosure of the role and responsibility of the Board is designed to assist those affected by corporate decisions to better understand the respective accountabilities and contributions of the Board and management of the Company. The powers, duties and responsibilities of the Board are prescribed by the Corporations Act and the Company s Constitution. The standards and conduct adopted by the Board will also reflect the standards for corporate governance practised by highly regarded Australian publicly listed companies. 2. ROLE OF THE BOARD 2.1 Key Responsibilities The role of the Board is to provide leadership and strategic guidance for Wolf and its related bodies corporate ( Wolf Group ) in addition it oversees management s implementation of Wolf s strategic initiatives. The Board is accountable to security holders for the performance of the Group s business. It strives to create shareholder value and ensure that shareholders funds are prudently safeguarded. The Board also recognises its responsibilities to the Company's employees, the environments and communities in which the Company operates and where appropriate, other stakeholders In performing its role, the Board aspires to excellence in governance standards. The key responsibilities of the Board include: Strategic Direction 1. Formulating, approval and oversight of the strategic direction of the Wolf Group and significant corporate strategic initiatives; 2. Development of corporate objectives and strategy in conjunction with management; 3. Review and approval of plans, new investments, major capital and operating expenditures and budgets and major funding activities proposed by management; and 4. Approval of major changes in the organisation or to the shape of the Group, including entry into new fields of operation and departure from those which are no longer appropriate. Board Operations 5. Determining the size of the Board (within the range prescribed by the Constitution); 6. Establishing Board Committees as required and approving their terms of reference and membership; 7. Considering recommendations from the Board Committees;

2 8. Reviewing and approving Non-executive Directors Board and Committee fees and any other forms of remuneration subject to shareholder approved limits; 9. Delegating clear responsibility and authority to the Committees of the Board, the Managing Director, and monitoring and reviewing regularly the performance of those who hold delegated powers; and 10. Considering and approving all material Company Policies as well as Board governance policies and related documentation. Performance 11. Monitoring and reviewing regularly the performance of those who hold delegated powers including the Managing Director and Board Committees; 12. Monitoring actual financial and operating performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; 13. Providing oversight and monitoring of Workplace, Health and Safety ( WHS ) performance and matters in the Group and considering appropriate WHS reports and information; and 14. Determining the dividend policy together with the amount, nature and timing of any dividends to be paid. Risk 15. Considering and approving the Group s overall risk framework for managing all categories of risk, including operational, financial and reputation risk; 16. Monitoring the effectiveness of risk management by the Group, including satisfying itself through appropriate reporting and oversight that appropriate internal control and risk mitigation mechanisms are in place and are being implemented effectively; 17. Overseeing the management of business risks, safety and occupational health, environmental issues and community development matters; and 18. Assessing and determining whether to accept risks beyond the approval discretion provided to management. Compliance 19. Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately; 20. Approving and monitoring financial and other reporting including satisfying itself that the financial statements fairly and accurately set out the financial position and financial performance of the Company for the period under review; 21. Assuring itself that appropriate audit arrangements are in place and oversight of the Audit, Risk and Compliance Committee s evaluation of the auditor s performance and their ongoing independence; 22. Maintaining an ongoing dialogue with the Company s auditors and, where appropriate, principal regulators, to provide reasonable assurance of compliance with all regulatory requirements;

3 23. Ensuring that the Company acts ethically, legally and responsibly on all matters and assuring itself that the Company acts in accordance with Company policies; and 24. Directors are individually and collectively responsible for the Company s ongoing compliance with the AIM Rules for Companies. Managing Director and Senior Management 25. Selecting, appointing and determining the appointment terms of the Managing Director; 26. Determining the Managing Director s corporate and individual objectives and KPIs; 27. Evaluating the Managing Director s performance and assessing the attainment of their performance KPIs and objectives; 28. Reviewing succession plans for the Managing Director and senior executives; 29. Approving individual remuneration levels for executives who report directly to the Managing Director and any other person who the Board determines; 30. Appointment of the Company Secretary; 31. Approving the appointment of senior executives and monitoring the performance of senior management; and 32. If necessary, removing the Managing Director and member(s) of senior management. Accountability to Shareholders 33. Considering the social, ethical and environmental impact of the Wolf Group s activities, setting standards and monitoring compliance with Wolf s sustainability policies and practices; and 34. Oversight and approval of communication to shareholders and the market. 2.2 Delegated Responsibility The management and control of the business of the Company is vested in the Board. The management of the Wolf Group s day to day operations has been delegated to the Managing Director via specified delegations of authority approved by the Board. In addition the Managing Director is responsible for the implementing the Board approved strategic objectives for the business and the attainment of the planned and budgeted results for the Group. The Board ensures that the team is appropriately qualified and experienced to discharge their responsibilities. The roles of the Chairman and the Managing Director are not combined. The Managing Director is accountable to the Board for all authority delegated to that position. Although there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board. Any matters or transactions outside the delegations of authority must be referred to the appropriate Board or Board Committee for approval.

4 3. BOARD SIZE AND COMPOSITION The Board is responsible for: identifying and evaluating potential future Wolf Directors; appointing Directors to fill casual vacancies on the Wolf Board; making recommendations to shareholders for the appointment or removal of Directors; and approving appointments to subsidiary Boards and entities controlled by Wolf. The Board will comprise a majority of independent Non-executive Directors, The size of the Board will be determined by the Board in accordance with the Company s Constitution. Collectively, the Board members should have a broad range of technical, financial and other skills, experience and knowledge necessary to guide the business of the Company. The Board will determine and regularly review the composition of the Board having regard to the optimum number and skill mix of Directors, subject to the limits imposed by the Company s Constitution and the terms served by existing Non-executive Directors. Non-executive Directors will be engaged through a letter of appointment. 4. CHAIRMAN The Board will appoint one of its members to be the Chairman in accordance with the Company s Constitution. The Chairman represents the Board to the shareholders and communicates the Board s position on matters. The Chairman must be an independent Non-executive Director. The Chairman cannot have been the CEO or Managing Director of the Company at any time during the previous three years. 5. COMPANY SECRETARY The Company Secretary is responsible for the co-ordination of all Board business, including agendas, board papers, minutes, communication with regulatory bodies, the security exchange(s) and all statutory and other filings. The Board will appoint at least one Company Secretary. The appointment and removal of a Company Secretary will be subject to Board approval. All Directors shall have direct access to the Company Secretary. 6. BOARD COMMITTEES The Board has established the following standing Committees to assist the Board in exercising its authority and in meeting its responsibilities: Audit, Risk and Compliance Committee; Remuneration Committee; Nomination Committee; and Project Steering Committee;

5 The Board may establish ad hoc Board Committees from time to time to consider matters of special importance or to exercise the delegated authority of the Board. The Board will determine the charters of standing and ad hoc Board Committees. The charters will set out the roles and responsibilities as well as any membership criteria for each Committee. The Board will determine the membership and composition of Board Committees, having regard to Directors workloads, skills and experience, and any regulatory requirements and best practice governance guidelines. 7. BOARD MEETINGS The Chairman is responsible, in consultation with the Managing Director and the Company Secretary, for the conduct of all Board meetings. This includes being satisfied that the agendas are comprehensive, appropriate, timely and that recommendations are consistent within the broad strategic direction set by the Board. Members of management may be invited to attend relevant segments of Board meetings. Senior executives are available to be contacted by Directors between meetings. Non-executive Directors may meet without Executive Directors or other management representatives present as they deem appropriate. 8. DIRECTOR INDEPENDENCE The Board has adopted a definition of independence setting out the interests and relationships to be considered by the Board in assessing the independence of each Director. The Board assesses independence of Directors upon appointment and annually through an attestation by each Director. The Board collectively, and each Director individually, has the right to seek independent professional advice, subject to the approval of the Chairman, or in the Chairman s absence, the Chairman of the Audit, Risk and Compliance Committee. 9. BOARD PERFORMANCE The Board supports a continuous improvement philosophy and undertakes structured periodic assessments and reviews of performance of the Board, its Committees and individual Directors. Through this process we ensure that Directors are: Demonstrating the required skills and competencies for their role; Preparing for, attending and participating in Board meetings; Contributing to Board and Committee deliberations and the overall direction of the Wolf; and Meeting appropriate standards and any regulatory requirements. 10. ETHICAL STANDARDS Board members are expected to observe the highest standards of ethical behaviour. The Board supports and encourages policies within the Company which require Directors and employees to observe high standards of personal integrity and display honesty in their dealings.

6 11. CONFLICTS OF INTEREST Directors are expected to avoid any action, position or interest that conflicts with interests of the Wolf Group, or gives the appearance of a conflict. A Director that has a material personal interest in a matter that relates to the Wolf Group must give the other Directors notice of such interest. The Company Secretary will maintain a register of Directors interests and report them to the Board at each regular meeting. 12. REVIEW OF CHARTERS Board and Committee Charters will be reviewed at least every two years or more frequently as required. 13. INCONSISTENCY To the extent that there is an inconsistency between this Charter and the Company s Constitution, the Constitution prevails. Approved by the Board of Wolf Minerals Limited 29 January 2015