Set out below are the following significant policies instigated and monitored by the Board of Directors under the terms of the above Charter: Share trading policy; Continuous disclosure; Shareholder communication; Risk management; Performance and evaluation of Directors and Executives; and Remuneration of Directors and Executives.
Share Trading Policy
No Director, senior Executive or employee shall purchase or sell Company securities, or securities of a company in a “special relationship” with the Company, while in possession of material information concerning the Company or such a Company that has not previously been generally disclosed to the investing public for at least two business days. Nor shall an employee inform any individual or entity of any such material information, except in the necessary course of business.
Employees are encouraged to invest in the Company’s securities, but must avoid trading when in possession of confidential material information which, if generally available, would reasonably be expected to either have an effect on the market price or value of those securities or affect an investor’s decision as to whether to buy, sell or hold securities in the Company.
Directors and Executives are required to give prior notice to the Chairman of any dealings in Company securities by themselves or their associates and to provide particulars of any transactions immediately following execution. The Secretary is to make the requisite notifications to ASX following the transaction finalisation.
All Directors, senior Executives and employees have been made aware of the continuous disclosure requirements of the ASX Listing Rules and have been provided with a copy of the relevant rules and guidance notes. Continuous disclosure is included on the agenda for all formal meetings of the Directors. Directors and senior Executives are made aware of the constraints applicable to private briefings and broker and analyst presentations.
The Directors have allocated responsibility to the Chief Executive Officer and the Company Secretary to alert the Board of Directors to any operational or regulatory matters respectively which they consider may require disclosure to the market under the continuous disclosure requirements of the ASX Listing Rules. The Directors then consider and approve the form of any such announcement.
All Company announcements require the approval of the Chairman with provision for available Directors to approve urgent announcements. The Company Secretary is responsible for communication with ASX. The Chairman is responsible for all media contact and comment.
The Company communicates with its shareholders through ASX announcements, quarterly newsletters, the half-year report, the annual report and the annual general meeting.
The independent Auditor will attend the annual general meeting to respond to questions from shareholders on the conduct of the audit and the preparation and content of the audit report.
The Board of Directors has accepted the role of identification, assessment, monitoring and managing the significant areas of risk applicable to the Company and its operations. It has not established a separate committee to deal with these matters, as the Directors consider the size of the Company and its operations does not warrant a separate committee at this time. The Board of Directors has identified the significant areas of risk applicable to the Company and its operations and considers the matter of risk management on an on-going basis at its monthly meetings.
Performance Evaluation of Directors and Executives
The remuneration and nomination committee is required to undertake a review of the performance of Directors, and senior Executives on an annual basis.
Remuneration of Directors and Executives
In accordance with the constitution of the Company, shareholders determine the aggregate remuneration of the Non-executive Directors, the maximum aggregate remuneration for Non-executive Directors is currently $500,000. The Directors determine the allocation of the aggregate remuneration, or part thereof, between themselves.
There are no schemes or provisions for retirement benefits for Non-executive Directors other than statutory benefits and accumulated superannuation.
(Particulars as to the remuneration of the Directors and senior Executives during the year ended 31 December 2009 are set out in the accompanying notes to the financial statements.)