TIDMMNC
RNS Number : 7005M
Metminco Limited
01 May 2018
CORPORATE GOVERNANCE STATEMENT
For the year ended 31 December 2017
INTRODUCTION
The Board of Metminco Limited (Metminco or the Company) is
committed to conducting the business of Metminco and entities it
controls both ethically and in accordance with principles of good
corporate governance. The Board recognises the importance of the
eight core principles contained in the ASX Corporate Governance
Council's Corporate Governance Principles and Recommendations (3rd
Edition, released in March 2014) ("ASX Principles").
The Company's practices are largely consistent with the ASX
Principles. The Board considers that the implementation of a small
number of ASX Principles is not appropriate, for the reasons set
out below in relation to the items concerned. The Board uses its
best endeavours to ensure that exceptions to the ASX Principles do
not have a negative impact on the Company and the best interests of
shareholders as a whole.
As required by the ASX Listing Rules, this Corporate Governance
Statement (CGS) discloses the extent to which Metminco has followed
the ASX Principles during the financial year ended 31 December
2017, as summarised below.
Metminco has also prepared an "ASX Appendix 4G - Key to
Disclosures", which reports on the Company's compliance with each
of the ASX Principles. This has been lodged with the CGS on the ASX
and may be viewed and downloaded from the Company's website at
www.metminco.com.au.
Additional information about the Company's corporate governance
practices and policies is set out on the Company's website at
www.metminco.com.au.
The names of the Non-Executive Directors currently in office and
their qualifications and experience are stated
in the Company's latest Annual Report.
1. Lay solid foundations for management and oversight (ASX Principle 1)
1.1 Board Role and Responsibilities
The Board's primary role is to set the Company's values,
direction, strategies and financial objectives and to ensure
effective monitoring of corporate performance, capabilities and
management of risk consistent with creating shareholder value and
maintaining effective corporate governance. The Board is also
responsible for the appointment, and for monitoring the
performance, of the chief executive of the Company, which for 2017
was the Managing Director. From 23 March 2018 the role of chief
executive of the Company will be undertaken by the Executive
Chairman.
The Board operates in accordance with the Company's Constitution
and has adopted a Board charter which outlines a framework for the
Board's operation, the matters reserved to the Board and the
functions delegated to management. The charter is available on the
Company's website.
1.2 & 1.3 Management Role and Responsibilities
Responsibility for the operation and administration of the
Company and the implementation of the corporate strategy and
budgets approved by the Board is formally delegated by the Board to
the Managing Director (from 23 March 2018: Executive Chairman), who
is supported by a small team of executives. The performance of the
Managing Director is formally reviewed annually and includes
agreement on key performance measures for the following year. No
performance review was undertaken with the Managing Director in
2017.
Newly appointed directors and executives receive formal
contracts describing their terms of appointment, duties, rights and
responsibilities. The Managing Director (from 23 March 2018:
Executive Chairman) conducts annual performance reviews for the
executives reporting directly to him. No performance review was
undertaken by the Managing Director during 2017.
1.4 Company Secretary
The Company Secretary is accountable directly to the Board,
through the Chairman or, in his absence, the Managing Director or
other board members, on all matters to do with the proper
functioning of the Board.
1.5 Diversity
The Board has adopted a Diversity Policy, which is available on
the Company's website. This policy affirms the Board's commitment
to workplace diversity for the Company (including gender
diversity). The policy does not include requirements for the Board
to establish measureable objectives for achieving gender diversity
or for the Board to assess annually both the objectives and
progress in achieving them. This will be reviewed in 2018.
Given the size of the Company and the challenges of recruiting
appropriately qualified staff in a regional area, the Board
considers it unrealistic to commit to a specific level of female
participation in the Company's workforce on an ongoing basis.
There are no female members of the Board at the date of this
report. If a vacancy arises or the Board is expanded in future, the
Board will consider a diverse range of candidates who will be
assessed on merit based on their judgment, skills, experience with
business and other organisations of a comparable size, the
interplay of the candidate's experience with the experience of
other Board members and the extent to which the candidate would be
a desirable addition to the Board and its committees.
The table below sets out the proportion of women in the Company
as at 31 December 2017.
As at 31 December No. of women Total number % women of total
2017 in the role of staff in the staff in role
role
Non-executive directors 0 2 0%
------------- ----------------- -----------------
Senior executives
(KMP) 0 1 0%x
------------- ----------------- -----------------
Senior management
(direct report to
Managing Director) 0 2 0%
------------- ----------------- -----------------
1.6 Performance Evaluation
The Board periodically undertakes an annual performance
evaluation process led by the Chairman. The review process
typically involves all directors completing a questionnaire, which
allows for additional comments or identification of any issues
relating to the Board's or a committee's operation. The results of
the review are confidentially summarised and distributed and then
discussed with directors at a meeting of the R&N Committee
(which includes all directors). The purpose of the review is to
assess the strengths and weaknesses of the Board and Committees and
to identify areas that might be improved, which are addressed
through an action plan. No performance evaluation process was
completed in 2017.
2. Structure the Board to add value (ASX Principle 2)
2.1 Board Composition and Expertise
Following the resignation of the Chairman on 3 August 2017 there
was no formally appointed Chairman of the Company. At board
meetings, an independent non-executive director fulfilled the role
for the duration of the meeting.
Following board changes in March 2018, and at the date of this
report, the Board comprises three directors: the Executive Chairman
and two independent non-executive directors. This will continue
until a suitable replacement for the Managing Director is
recruited. Details of the current directors of the Company and
the
period for which each director has held office, are set out in
the Directors' Report in the Company's latest Annual Report.
The Board aims to ensure that it has a mix of skills and
capabilities among its members, including technical skills,
business development experience and financial management
experience. The Board considers that the directors collectively
bring the range of skills, knowledge and experience necessary to
direct the Company. The size and composition of the Board, and its
mix of skills and capabilities, is expected to change as the
Company evolves.
Details of the skills, experience and expertise of the directors
are set out in the Directors' Report in the
Company's latest Annual Report.
2.2 Director Independence
The Board reviews the independence of directors in light of
interests disclosed to the Board from time to time and at least
once a year. A director is regarded as independent if that director
is independent of management and free of any business or other
relationship that could materially interfere with, or could
reasonably be perceived to materially interfere with, the exercise
of their unfettered and independent judgment. When determining the
independent status of a director, the Board has regard to the
existence of any of the relationships listed in Box 2.3 of the ASX
Principles.
Mr Roger Higgins and Mr Francisco Vergara-Irarrazaval are
considered to be independent directors under the guidelines in ASX
Principle 2. Mr Kevin Wilson is not regarded as independent under
the guidelines in Principle 2, as he is an executive of the
Company. Accordingly, the Company does not meet Recommendation 2.5
of the ASX Principles, insofar as the chair is not an independent
director. Despite this, the Board considers that its composition is
appropriate for the size and scale of the Company and its
activities, and that the Company benefits from Mr Wilson's
long-standing experience in the resources and finance industries.
Mr Wilson also considers that he brings quality, independent
judgment to bear on all relevant issues falling within the scope of
the role of chairman.
As the Company evolves, the Board will consider separating the
role of Chairman and Managing Director and the appointment of
additional independent directors when appropriate.
2.3 Remuneration and Nomination Committee
The Board has a Remuneration and Nomination ("R&N")
Committee to provide the Board with a regular, structured
opportunity to focus on remuneration and nomination issues.
Recommendations for nomination of new directors would be considered
by the R&N Committee and approved by the Board as a whole.
The role and responsibilities of the Committee are set out in
the Committee's Charter, which is available on the Company's
website. Mr Philip Wing was Chairman of the R&N Committee until
his resignation on 3 August 2017 and Mr Francisco
Vergara-Irarrazaval was the other member of the Committee during
2017. As a result, the Company did not meet Recommendation 8.1 of
the ASX Principles insofar as the R&N Committee did not
comprise at least three members.
The attendance of directors at meetings of the R&N Committee
is set out in the Directors' Report in the Company's latest Annual
Report. The R&N Committee met only once during 2017.
Given the current size of the Company and Board, the Directors
consider that the composition of R&N Committee is appropriate
to discharge its mandate effectively.
2.4 Retirement and re-election of Directors / appointment of new Directors
The Company's Constitution states that at each annual general
meeting, one third of the Company's directors, excluding the
Managing Director, retire by rotation automatically. Directors who
retire as required may offer themselves for re-election by
shareholders. Any director appointed to fill a casual vacancy since
the date of the previous annual general meeting must also submit
themselves to shareholders for election at the next annual general
meeting.
The Company will undertake appropriate background checks and
screening checks prior to nominating a person for election by
shareholders, and will provide to shareholders all material
information in its possession
concerning a person standing for election or re-election as a
director in the explanatory notes accompanying the notice of
meeting. New directors will receive a letter of appointment,
setting out the terms of their appointment, including their powers,
rights and obligations, and will participate in an induction
program to assist them to understand Metminco's business and the
particular issues it faces.
2.6 Professional Advice
In accordance with the Board Charter, each director has the
right to seek independent professional advice to assist them to
carry out their duties as directors, at the expense of the Company,
after consultation with the Chairman. No independent professional
advice was sought during the financial year.
All directors also have direct access to the management of the
Company, including the Company Secretary.
3. Act ethically and responsibly (ASX Principle 3)
3.1 Code of Conduct
The Board has adopted a Code of Conduct that sets the standard
of ethical behaviour required of the Company's
directors and employees. The Code of Conduct is available on the
Company's website.
4. Safeguard integrity in corporate reporting (ASX Principle 4)
4.1 Audit and Risk Committee
The Board has an Audit and Risk Committee. Its role and
responsibilities are set out in its charter, which is posted on the
Company's website. The Committee is chaired by Mr Higgins, who is
an independent non- executive director with substantial experience
in global project development. The other committee members during
2017 were Mr Vergara-Irarrazaval and Mr Wing (resigned 3 August
2017), both non-executive directors with substantial finance and
industry experience. The attendance of Mr Higgins, Mr
Vergara-Irarrazaval and Mr Wing at meetings are described in detail
in the Directors' Report. The Audit and Risk Committee met only
once during the year as stated in the Directors' Report.
The structure of the Audit and Risk Committee met Recommendation
4.1 of the ASX Principles insofar as it consisted only of
independent non-executive directors, had at least three members and
is chaired by an independent chair who is not chair of the Board
until Mr Wing resigned on 3 August 2017. As at the date of this
report, given the current size of the Company and the Board, the
Directors consider that current structure of the Audit and Risk
Committee is appropriate to discharge its mandate effectively.
4.2 Management Assurances in relation to Financial Reporting
The Board has received statements in writing from the Executive
Chairman and the Chief Financial Officer that the declaration
provided in accordance with section 295A of the Corporations Act
(that the financial records of the Company have been properly
maintained, comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance
of the Company) is founded on a sound system of risk management and
internal control and that the system is operating effectively in
all material respects in relation to financial reporting risks.
The Board considers that it was appropriate for the declaration
to be made by the Executive Chairman and the Chief Financial
Officer, as the senior executives of the firm at the time of
completion of the 2017 accounts and both were involved in their
compilation due to recent changes in the executive structure of the
Company.
4.3 External Auditor
The Company's independent external auditor is Grant Thornton
Audit Pty Ltd. The Audit and Risk Committee oversees the terms of
engagement of the Company's external auditor, including provisions
directed at maintaining the independence of the external auditor
and in assessing whether the provision of any proposed non-audit
services by the external auditor is appropriate. The Company
requires the rotation of the external
audit engagement partner at least every five years. The external
auditor attends the Company's annual general meetings and is
available to answer shareholder questions about the conduct of the
audit and the preparation and content of the Auditor's Report.
5. Make timely and balanced disclosure (ASX Principle 5)
5.1 Continuous Disclosure to ASX
The Company has an obligation under the ASX Listing Rules to
ensure that all investors have equal and timely access to factual,
material information concerning the Company, presented in a clear
and balanced way. The Company has a Market Disclosure Policy that
includes procedures designed to ensure compliance with the ASX
Listing Rules' disclosure requirements, the rules and regulations
of the AIM market and to ensure accountability at senior executive
level for the compliance. This policy is available on the Company's
website.
6. Respect the rights of security holders (ASX Principle 6)
6.1 Shareholder Communication
Mechanisms used by the Company for communicating with
shareholders include:
-- the Company's annual report, which is distributed to
shareholders if they have elected to receive a
printed version or is otherwise available for viewing and
downloading from the Company's website;
-- the Company's quarterly activities reports;
-- the Company's half-year financial report;
-- the Company's annual general meeting and other general
meetings called to obtain shareholder
approval for significant corporate actions, as appropriate;
-- Company announcements;
-- the Company's website; and
-- direct email alerts of ASX releases and other information to
shareholders and other interested parties
who register their email address via the Company's website.
The Company provides information about itself and its governance
to investors via its website. The Company posts all
shareholder-related information and Company ASX announcements
(other than disclosures of a routine compliance nature) on the
Company's website in an accessible manner.
Shareholders may send communications to, and receive
communications from, the Company and its share registry
electronically. The contact email addresses for the Company and its
share registry, Link Market Services Limited, are
info@Metminco.com.au and registrars@linkmarketservices.com.au,
respectively.
Shareholders may elect to receive Annual Reports and other
shareholder communications electronically by
contacting the Company's share registry.
6.2 Shareholder Meetings
The key forum for two-way communication between the Company and
its shareholders its annual general meetings. The Board encourages
shareholders attending annual and other general meetings to ask
questions of the directors regarding the Company's governance and
business performance and, at the annual general meetings, of the
external auditor regarding the conduct of the audit and the
contents of the audit report. Shareholders who are unable to attend
the annual or other general meetings may submit questions and
comments before the meeting to the Company and/or to the external
auditor (in the case of annual general meetings).
In addition, the Company welcomes questions from shareholders at
any time and these are answered promptly unless the information
requested is market sensitive and not in the public domain.
7. Recognise and manage risk (ASX Principle 7)
The Board defines risk to be any event that, if it occurs, will
have a material impact (whether financial or non-
financial) on the Company's ability to achieve its
objectives.
The material risks facing the Company are described further in
the Operating and Financial Review in the
Company's latest Annual Report.
7.1 Risk Management Roles and Responsibilities
The Board is responsible for overseeing the effectiveness of
risk management systems. The Board has established the Audit and
Risk Committee to have responsibility for overseeing the Company's
implementation of its risk management policies.
Day-to-day responsibility for risk oversight and management was
delegated to the Managing Director (from 23 March 2018: Executive
Chairman), who is primarily responsible for identifying, monitoring
and communicating risk events to the Board and responding to risk
events.
Given the size of the Company, the implementation of the
policies and practices outlined above and the existence of open
channels of communication between the Board and management, the
Board does not consider it necessary to have separate, stand-alone
risk management and control systems designed by management which
are reported to the Board.
The Board monitors, on an ongoing basis, whether the Company is
operating within the Board's risk appetite. This is enabled by
management's regular formal and informal reports to the Board in
relation to material business risks, the Board's familiarity with
the Company's operations and the Board's active involvement in
determining the Company's strategic direction. The Board did not
formally review the Company's risk management framework during the
2017, but will consider whether a formal review would be beneficial
during the 2018 financial year and will develop a Risk Oversight
Policy.
7.2 Internal Audit
The Company does not have an independent internal audit
function. Due to the nature and size of the
Company's operations, the expense of an independent internal
auditor is not considered to be appropriate.
The Board performs all key elements of an internal audit
function, including evaluating and seeking reasonable assurance
that risk management, control and governance systems are
functioning as intended and will enable the Company's objectives
and goals to be met. The Board delegates to the Managing Director
(from 23 March 2018: the Executive Chairman) the authority to
implement any non-strategic amendments to risk management systems
as required as a result of changed circumstances, or where the
potential for improvement has been identifies, reporting all such
matters to the Board for consideration at its next meeting.
7.3 Environmental and Social Sustainability Risk
The Board has established a Safety, Health and Sustainability
Committee to assist the Board in fulfilling its
responsibilities.
8. Remunerate fairly and responsibly (ASX Principle 8)
8.1 Remuneration & Nomination Committee
The Board's R&N Committee is responsible for determining
compensation arrangements for directors, including the Managing
Director, and reviewing compensation arrangements for senior
executives. Details of the role and responsibilities of the
Committee are set out in the Committee's Charter, which is
available on the Company's website.
The R&N Committee met only once during 2017. Mr Philip Wing
was Chairman of the R&N Committee until his resignation on 3
August 2017 and Mr Francisco Vergara-Irarrazaval was the other
member of the Committee during 2017. As a result, the Company did
not meet Recommendation 8.1 of the ASX Principles insofar as the
R&N Committee did not comprise at least three members.
The attendance of directors at meetings of the R&N Committee
is set out in the Directors' Report in the Company's latest Annual
Report.
Given the current size of the Company and Board, the Directors
consider that the composition of R&N Committee is appropriate
to discharge its mandate effectively.
8.2 Structure of Non-executive Director Remuneration and Executive Remuneration
The structure of non-executive directors' remuneration is
distinguished from that of the chief executive and senior
executives. The R&N Committee assesses the appropriateness of
the nature and amount of emoluments on a periodic basis by
reference to relevant market conditions with the overall objective
of ensuring maximum stakeholder benefit from the retention of a
high quality board and executive team.
The non-executive directors are remunerated by way of fixed
annual fees (within the aggregate fee limit approved by
shareholders) but may also receive fees for additional services
provided to the Company. The non- executive directors do not
receive any retirement benefits, other than statutory
superannuation.
The senior executives of the Company are remunerated by way of a
total salary package which includes a balance of fixed remuneration
(including statutory superannuation) and performance-based
remuneration in the form of cash bonuses, linked to short-term
performance targets. Equity-based remuneration, in the form of
options to subscribe for shares in the Company, is also offered in
connection with long-term performance objectives appropriate to the
Company's circumstances and goals.
Further details about the 2017 remuneration of the non-executive
directors, the Managing Director and other senior executives are
set out in the Remuneration Report in the Company's latest Annual
Report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGLGDULUGBGIB
(END) Dow Jones Newswires
May 01, 2018 03:25 ET (07:25 GMT)
Metminco (LSE:MNC)
過去 株価チャート
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Metminco (LSE:MNC)
過去 株価チャート
から 12 2023 まで 12 2024
