CORPORATE GOVERNANCE STATEMENT
This statement outlines the main Corporate Governance practices that were in place since the last quarter of the 2007 financial year. These Corporate Governance pricatices comply with the ASX Corporate Governance Council recommendations unless otherwise stated.The statement below was reviewed 15 May 2011.
ROLE OF THE BOARD
The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. To fulfill this role, the Board is responsible for setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals.
Because of the limited size of the Company and its financial affairs and operations, the use of separate remuneration and audit committees of the Board of Directors is not considered generally appropriate. All matters that might properly be dealt with by such committees are currently dealt with by the full Board of Directors. Decisions of the Board are, to the extent practicable, unanimous. There were no occasions during the year when decisions were not unanimous.
The company acknowledges that common practice guidelines for corporate governance usually require that the Chairman be an independent non executive director, and that at any rate the Chairman and Managing Director roles should not be performed by the same person. Because of the limited size and nature of the Company's activities, this is not considered to be practical or appropriate at the current time. As the Company's activities expand, this policy will be reviewed, with a view to aligning the Company's policies to best practice guidelines.
The present Directors of Mount Rommel Mining Ltd have adopted, collectively and individually, the following principles to guide the performance of their duties to the Company
The primary objective is to attempt, at realistic cost to shareholders and in a manner sensitive to the interests of others to discover gold mineralisation capable of commercial exploitation, and having done so, to carry out whatever consequent tests or studies are necessary as pre-requisites to mining and treatment.
The aim is to endeavour to carry out the activities described above in a manner which is beneficial to the shareholders of the Company, and to those recognized stakeholders associated with any such developments.
Principles of Operation
Directors intend to:-
- put in place sufficient funds from time to time, so as to undertake exploration in a timely manner, and then development when appropriate; either in sole ownership or in joint venture and to ensure the availability of human, mechanical, and other resources as are necessary to continue the pursuit of the primary objective.
- by design, integrate protection of the environment into all aspects of operations, conform with required and appropriate environmental codes and maintain good housekeeping standards on operating sites.
- ensure that with any phase of new mine development the value of each site as an important and historic place for gold in Victoria is, and continues to be, protected so that its present sense of age and of the march of time may be retained;
- ensure that Directors and Officers of the Company by their actions cause no claims for payment of damages arising from their conduct of the Company's activities and that the Company continues to carry current public liability protection insurance as required by the Department of Primary Industries as a condition of licence issue;
- make such arrangements as are necessary to safeguard the health and safety of employees, contractors, sub-contractors, visitors on Company property and neighbours, and seek to avoid any accident or inadvertent injury to any person as a consequence of the activities of the Company.
- provide appropriate communication between the external Auditor and the Board through the Company Secretary and/or Directors, and in so doing provide a framework within which the external Auditors can assert their independence at all times, including in an unforeseen event such as a dispute with management.
- conform strictly with all applicable laws, regulations and rules and adopt highest ethical standards in the conduct of corporate, business and field operations, in statutory and NSX reporting and in communication as may be required or appropriate with the public, neighbours, governments at all levels, regulatory bodies and shareholders.
- provide the means to attain public confidence in the credibility and objectivity of exploration and financial information released to the public, in such a way that the public generally as well as shareholders may become fully aware of the strategic direction of the Company.
COMPOSITION OF THE BOARD
The names and details of the Directors of the Company in office at the date of this Statement are set out in the Director's Report.
The composition of the Board is determined using the following principles:
- Persons nominated as Non-Executive Directors shall be expected to have qualifications, experience and expertise of benefit to the Company and to bring an independent view to the Board's deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter.
- All Non-Executive Directors are expected voluntarily to review their membership of the Board from time-to-time taking into account length of service, age, qualifications and expertise relevant to the Company's then current policy and program, together with the other criteria considered desirable for composition of a balanced board and the overall interests of the Company.
- Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting one third of the Directors (excluding the Executive Director) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.
- The Company considers that the Board should have at least three Directors (minimum required under the Company's Constitution) and strives to have a majority of independent Directors but acknowledges that this may not be possible at all times due to the size of the Company. Currently the Board has three Directors, of which only one is independent. The number of Directors is maintained at a level which will enable effective spreading of workload and efficient decision making.
The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.
PERFORMANCE OF DIRECTORS AND MANAGING DIRECTOR
The performance of all Directors, the Board as a whole and the Managing Director is reviewed at least annually in accordance with the Company's Corporate Governance guidelines.
At a meeting of Directors of Mount Rommel Mining as a “Pty Ltd” Company held 22 February 2002 , Mr. F. L. Hunt was appointed as Managing Director. He subsequently became Executive Director/Chairman of Mount Rommel Mining Ltd when the Company achieved its public status.
A review was undertaken during the year ended 30 June 2010.
CONFLICT OF INTEREST
In accordance with the Corporations Act 2001 and the Company's constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Details of Directors related entity transactions with the Company and Consolidated Entity are set out in the related parties note in the financial statements.
INDEPENDENT PROFESSIONAL ADVICE AND ACCESS TO COMPANY INFORMATION
Each Director has the right of access to all relevant Company information and to the Company's executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company's expense. A copy of advice received by the Director is made available to all other members of the Board.
Included among the Company's Principles of Good Corporate Governance is the objective to Remunerate Fairly and Responsibly its Directors. Part of the remuneration is to be incentive based as considered appropriate by the Board and as published in the February 2006 Prospectus of the Company. The Board of Directors maintains remuneration policies which are aimed at attracting and retaining a motivated workforce and management team. The intention is to match the outcomes from the remuneration system with the performance of the Company and ultimately the value received by shareholders on a long-term basis.
As an overall policy, the Company will remunerate in such a way that it:
- motivates Directors and management to pursue the long-term growth and success of the Company within an appropriate control framework; and
- demonstrates a clear relationship between key executive performance and remuneration.
- is related to progress of development at Glenfine.
Due to the limited size of the Company and of its operations and financial affairs, the use of a separate remuneration committee is not considered appropriate.
The Company's remuneration philosophy and framework and the remuneration received by Directors and executives in the current period is included in the remuneration report, which is contained within the Report of the Directors.
Mount Rommel Mining Limited through its website provides the means for the public to attain confidence in the activities of the Company.