Corporate Governance
The Directors are responsible for protecting the rights and interests of the Shareholders through the implementation of sound strategies, action plans and the development of an integrated framework of controls over The Company's resources, function and assets.
General
The Board is responsible for the overall corporate governance of The Company, including the strategic direction, the establishment of goals for management and monitoring the achievement of those goals. The Company does not have any formally constituted committees of the Board of Directors.
The Directors consider that The Company is not of a size nor are its affairs of such complexity as to justify the formation of special or separate committees. To enhance listed entities disclosure of corporate governance issues, the ASX Corporate Governance Council (CGC) was established on 1 August 2002.
The CGC was established for the purpose of setting an agreed set of corporate governance standards of best practice for Australian Listed Entities, The CGC has released its Principles of Good Corporate Governance and Best Practice Recommendations (ASX Guidelines) which will apply to the Company's financial statements upon listing on the ASX.
The ASX Guidelines articulates ten core principles that CGC believes underlie good corporate governance. The ASX Guidelines provides that a listed entity's Annual Report is required to disclose its main corporate governance practices and also the extent to which the entity complies with the ASX Guidelines and where it does not; to explain why.
The composition of the Board is determined in accordance with the following principles and guidelines:
- The Board should comprise at least three Directors.
- Directors should have an appropriate range of qualifications and expertise.
- The Board should maintain a majority of non-executive Directors
- New appointments will be based upon the ability to add value to the Board’s composition
The Board will meet as required, but at least quarterly, to review Company performance and to ensure that the Company continues to operate within the established guidelines.
It is responsible for an effective internal control framework and ensuring that internal controls deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators.
The Board of Directors acts on behalf of the Shareholders and is accountable to them. The Board will endeavour to fulfil the expectations of the Shareholders and satisfy regulatory and ethical expectations and obligations.
It will endeavour to manage the business in an efficient and effective manner, by identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.
Company objectives and activities will be aligned with the expectations and risks identified by adopting strategic plans that encompass the Company’s vision, mission and strategy statements by establishing and monitoring key performance indicators (both financial and non-financial) and by adopting independent professional advice as required.
The Board will strive to ensure that Shareholders are well informed of all information necessary to assess performance. Relevant information will be communicated to Shareholders regularly via mechanisms such as The Annual Report, Annual General Meetings, Special Meetings and various updates distributed to Shareholders/ Clients.
In the context of those guidelines, the directors make the following observations in relation to the Company’s activities in relation to the Company’s corporate governance status:
PRINCIPLE ONE
Lay Solid Foundations for Management and Oversight
PRINCIPLE TWO
Structure Board to Add Value
PRINCIPLE THREE
Promote Ethical and Responsible Decision Making
PRINCIPAL FOUR
Safeguard Integrity in Financial Reporting
PRINCIPLE FIVE
Make Timely and Balanced Disclosure
PRINCIPLE SIX
Respect the Rights of Shareholders
PRINCIPLE SEVEN
Recognise and Manage Risk
PRINCIPLE EIGHT
Encourage enhanced Performance
PRINCIPLE NINE
Remunerate Fairly and Responsibly
PRINCIPLE TEN
Recognise the Legitimate Interests of Shareholders
