Corporate Governance
Board Charter
The Board Charter has been adopted by the Board and governs various aspects of the Board including:
(a) Responsibilities of the Board
The Board is responsible for, and has the authority to determine, all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. Without intending to limit this general role of the Board, the specific functions and responsibilities of the Board include:
(i) oversight of the Company, including its control and accountability systems;
(ii) appointing and removing the Managing Director (or equivalent), including approving remuneration of the Managing Director and the remuneration policy and succession plans for the Managing Director;
(iii) ratifying the appointment and, where appropriate, the removal of the CFO (or equivalent) and the Company Secretary;
(iv) input into the final approval of management’s development of corporate strategy and performance objectives;
(v) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
(vi) monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available;
(vii) approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures; and
(viii) approving and monitoring financial and other reporting.
(b) Expertise
The Board shall ensure that, collectively, it has the appropriate range of expertise to properly fulfil its responsibilities, including:
(i) accounting;
(ii) finance;
(iii) business;
(iv) experience in demolition, scrap metal and metal trading industries;
(v) risk management;
(vi) public company experience;
(vii) legal skills; and
(viii) Managing Director – level experience.
The Board shall review the range of expertise of its members on a regular basis and ensure that it has operational and technical expertise relevant to the operations of the Company.
(c) Managing Director and CFO assurances
It is the responsibility of both the Managing Director (or equivalent) and the CFO to provide written assurances to the Board that in all material respects:
(i) the financial reports submitted to the Board present a true and fair view of the Company’s financial condition and operational results; and
(ii) the Company’s risk management and internal compliance and control system is operating efficiently and effectively.
Committees
To assist with the execution of its responsibilities, the Board has established an Audit Committee, Remuneration Committee and Nomination Committee. Each Board committee has in place a charter, approved by the Board setting out its responsibilities.
(a) Audit Committee
The role and responsibilities, composition, structure and membership requirements of the Audit Committee are documented in a separate Audit Committee Charter.
As there are currently no independent directors appointed to the Board, the Audit Committee will consist of at least 3 members and the majority of whom should be non-executive Directors.
Upon the appointment of a sufficient number of non-executive independent Directors, the members of the Audit Committee will be changed to consist of:
(i) only non-executive directors;
(ii) a majority of independent directors;
(iii) an independent chair, who is not the Chair of the Board; and
(iv) at least 3 members.
The Audit Committee must review the integrity of the Company’s financial reporting and oversee the independence of the external auditors.
(b) Remuneration Committee
The role and responsibilities, composition, structure and membership requirements of the Remuneration Committee are set out in detail in a Remuneration Committee Charter approved by the Board.
As there are currently no independent directors appointed to the Board, the Remuneration Committee will consist of a minimum of 3 members, the majority of whom should be non-executive Directors.
Upon the appointment of a sufficient number of non-executive independent Directors, the Remuneration Committee will consist of a minimum of 3 members, the majority of whom should be independent. An independent Director should chair the Remuneration Committee.
The responsibilities of the Remuneration Committee include:
(i) executive remuneration and incentive policies;
(ii) the remuneration packages of senior management;
(iii) the Company’s recruitment, retention and termination policies and procedures for senior management;
(iv) incentive schemes;
(v) superannuation arrangements; and
(vi) the remuneration framework for Directors.
(c) Risk Committee
Details on the role of the risk committee
Code of Conduct for Directors and Officers
To promote ethical and responsible decision-making, the Board has approved a Code of Conduct for Directors and Officers, the Managing Director, the CFO and any other key executives for the practices necessary to maintain confidence in the Company’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The Code of Conduct for Directors and Officers deals with the following main areas:
(a) conflicts of interest;
(b) confidentiality;
(c) fair dealing;
(d) compliance with laws and regulations;
(e) corporate opportunities; and
(f) encouraging the reporting of unlawful, unethical behaviour.
Directors and senior management must comply with the Code of Conduct and demonstrate commitment to the Code of Conduct and consistency in its execution. Adherence to the Code of Conduct must be periodically evaluated and intermediate action taken where necessary.
Code of Conduct covering obligations to stakeholders
The Board has established a Code of Conduct towards stakeholders to guide compliance with legal and other obligations to legitimate stakeholders.
The Code of Conduct towards stakeholders includes:
(a) responsibilities to shareholders and the financial community generally;
(b) responsibilities to clients, customers and consumers;
(c) employment practices;
(d) obligations relative to fair trading and dealing;
(e) responsibilities to the individual;
(f) responsibilities to the community;
(g) how the Company complies with legislation affecting its operations; and
(h) how the Company monitors and ensures compliance with the Code of Conduct towards stakeholders.
Policies
The Board has established policies relating to the following matters.
(a) Risk management
The Company’s Risk Management Policy describes the roles and respective accountabilities of the Board, the Audit Committee (or other appropriate committee) and management and any internal audit function.
The Risk Management Policy also covers the creation of a risk profile, which includes an assessment of the risks facing the Company, compliance and control and an assessment of effectiveness.
(b) Delegation of authority
The Company’s Statement of Delegated Authority sets out the Company’s policies relevant to the delegation of authority to management to conduct the day-to-day management of the Company.
It contains various levels of authority in relation to entering into transactions and other legal binding agreements on behalf of the Company.
(c) Share trading
The Company’s Share Trading Policies document the Company’s policies relevant to trading in Company securities by directors, officers and employees.
Each of the Share Trading Policies clearly identifies those individuals who are restricted from trading, the relevant laws relating to trading and includes a procedure for share trading by employees.
(d) Communications Policy with Shareholders
The Company’s Communications Policy is designed to promote effective communication with Shareholders and encourage participation at general meetings.
The Communications Policy includes policies and procedures relating to use of the Company’s website as a means of communicating with Shareholders.
(e) Disclosure
The Company’s Disclosure Policy is designed to ensure compliance with the ASX Listing Rules disclosure requirements and to ensure accountability at a senior management level for that compliance.
The Disclosure Policy includes vetting and authorisation processes designed to ensure that Company accounts:
(i) are disclosed in a timely manner;
(ii) are factual;
(iii) do not omit material information; and
(iv) are expressed in a clear and objective manner that allows the input of the information when making investment decisions.