The Company’s most significant governance policies are available on the Company’s website www.energymetals.net
Principal 1: Lay solid foundations for management and oversight
The Board is responsible for the overall Corporate Governance of the Company including the strategic direction, establishing goals for management and monitoring the achievement of these goals. Due to the size of the Board, all issues are considered by the full Board. The Board is responsible for corporate strategy, implementation of business plans, allocation of resources, approval of budgets and capital expenditure, and the adherence to Company policies.
The appointment of non-executive directors are formalized in accordance with the requirements of the Corporations Act 2001 and the Company’s constitution.
On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarised the Board policies and terms of appointment, including compensation relevant to the office of director. Remuneration and other terms of employment for the Executive Director and other Senior Managers are formalised in service agreements which are summarised in the Directors Report.
The Directors of the Company in office at the date of this statement are:
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Name
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Age
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Position
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Special Expertise
|
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Oscar Aamodt
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63
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Non-Executive Director
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Company Management
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Lindsay George Dudfield
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52
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Executive Director
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Resource Industry
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Geoffrey Michael Jones
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47
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Non-Executive Director
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Engineering & Project Management
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The Board comprises of a non-executive Chairman, one other non-executive director and one executive director. The Board believes this structure is effective for the current range of duties of the Board to be properly discharged.
The Company’s Executive Director has the responsibility for guiding management in effectively carrying out tasks and achieving Company objectives.
The Company’s Chairman is responsible for leadership and governance of the board and ensuring its efficient organization and conduct.
The only publicly available copy of matters reserved for the board is the Corporate Governance Statement in the annual report
At every Annual General Meeting one third of the Directors must retire and sit for re-election.
The other senior executive of the Company is the Company Secretary whose responsibilities include ensuring the Board received regular financial information and reports, preparation of statutory financial statements, corresponding with corporate regulators the Australian Securities Exchange and Australian Securities & Investments Commission and maintaining details of the Company’s banking arrangements and funds on hand.
The board reviews the performance of senior executives whose performance is assessed against their performance in their respective roles and responsibilities. The reviews are done at least annually and more often when deemed necessary. The senior executives were reviewed during the 2009 financial year in accordance with this procedure.
The only publicly available copy of matters reserved for senior executives is the Corporate Governance Statement in the annual report
Principle 2: Structure the Board to add value
The Corporate Governance Council recommends that a majority of the Board should be independent directors. The guidelines define independence as not being a member of management and being free from any business or other relationships that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their judgement. The two non-executive directors on the board are considered to be independent as they comply with this definition
In the first quarter of 2008 changes were made to the composition of the board. With the appointment of Mr Geoff Jones as non-executive director on 29/08/2008 the Board meets the recommendation of the ASX Guidelines that a majority of the Board are independent directors and that the chair is an independent director who does not hold the position of chief executive officer.
The ASX Guidelines recommends listed entities establish a nomination committee. During the year ended 30 June 2009, Energy Metals Limited did not have a separately established nomination committee. However, responsibilities of the full Board include the duties and responsibilities typically delegated to such a committee and given the size and the Company’s current stage of development, the Board does not believe that any marked efficiencies or enhancements would be achieved by the creation of a separate nomination committee. When a new director appointment is to be made the remaining board members seek a candidate that has relevant industry experience, is willing to serve on the board and following appointment that director stands for re-election by shareholders at the next annual general meeting. The only publicly available policy for the nomination and appointment for directors is the Corporate governance statement in the annual report
Due to the nature of the company’s activities and small size of the company there is currently no internal formal process for performance evaluation of the Board, however, shareholders are able to assess the performance of the board by the way they manage the company and vote for or against their re-appointment at the annual general meeting.
The skills, experience and expertise relevant to the position held by each director is disclosed in the Directors’ Report which forms part of this report.
The Directors may, in fulfilling their duties, obtain independent professional advice at the Company’s expense, however prior notification by the Director to the Board is required.
Principle 3: Promote ethical and responsible decision-making
The Board is responsible for setting the tone of legal, ethical and moral conduct to ensure that the Company is considered reputable by the industry and other outside entities. This involves considering the impact of the Company’s decisions on the industry, colleagues and the general community. The Code of Conduct adopted by the Company requires that all employees abide by the laws, regulations and business practices wherever the Company operates. The Board maintains an approach that preserves the integrity of any laws or regulations under which the Company operates. The Company has also put in place various internal policies which provide internal controls to ensure employees only act within the authority given to them by the Board. This is to ensure that the Board has responsibility for any material transactions and dealings with outside parties, and that any legal, environmental and social consequences of such dealings will be properly considered before any action is taken.
The Company has an Environmental Policy which requires that all employees comply with the environmental regulations in force in the region in which work is undertaken. The Company is committed to dealing fairly and equitably with interested parties relating to environmental issues, such as landholders, governmental agencies and native title claimants.
The Company is committed to maintaining the highest standards of integrity and seeks to ensure that all its activities are undertaken with efficiency, honesty and fairness. The Company also maintains a high level of transparency regarding its actions consistent with the need to maintain the confidentiality of commercial-in-confidence material and market integrity. The Company has implemented a policy on trading in the Company’s securities designed to ensure that all directors and employees of the Company act ethically and do not use confidential information for personal gain.
Any transaction conducted by Directors with regards to shares of the Company requires notification to the ASX. Each Director has entered into an agreement to provide any such information with regards to Company dealings directly to the Company Secretary promptly to allow the Company to notify the ASX within the required reporting timeframes.
A copy of the Company’s Code of Conduct, Environmental and Share Trading policy is available on the Company’s website.
Principle 4: Safeguard Integrity in Financial Reporting
The ASX Guidelines recommend listed entities establish an audit committee. During the year ended 30 June 2009 Energy Metals Limited did not have a separately established audit committee. The Board considers that due to the Company’s size, an audit committee’s functions and responsibilities can be adequately and efficiently discharged by the Board as a whole, operating in accordance with the Company’s mechanisms designed to ensure independent judgement in decision making. The Board as a whole meets with the company auditor prior to the final sign-off of the half yearly and final annual accounts
The Board considers and deals with matters which would ordinarily be attended to by an audit committee including:
Ø monitoring the Company’s performance against strategy;
Ø approving and monitoring all significant or major business transactions;
Ø designing and implementing an appropriate organisational structure;
Ø appointing and monitoring the conduct and performance of management and personnel, and overseeing all remuneration, development and succession;
Ø approving and monitoring financial reporting and compliance;
Ø monitoring the principal risks and opportunities of the Company’s business;
Ø ensuring appropriate risk management systems are established and reviewed;
Ø overseeing control and accountability systems; and
Ø reviewing and approving corporate governance systems.
The Executive Director is accountable to the Board for management of the Company within authority levels approved by the Board and is subject to the supervision of the Board. The Executive Director and Company Secretary are required to periodically state in writing to the Board that the Company’s financial report presents a true and fair view of the Company’s financial condition and that results are reported in accordance with relevant accounting standards.
External auditor
The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. It is the auditor’s policy to rotate engagement partners on listed companies at least every five years.
The auditor is required to attend the Annual General Meeting of Shareholders. The Chairman will permit shareholders to ask questions about the conduct of the audit and the preparation and content of the audit report, in accordance with section 250T of the Corporations Act 2001.
Principle 5: Make Timely and balanced disclosure
The Company must comply with the continuous disclosure requirements of the ASX Listing Rules and Corporations Act 2001. The Company is required to disclose to the ASX any information which a reasonable person would expect to have a material effect on the price or value of the Company’s securities unless certain exemptions from the requirements apply. To ensure it meets its continuous disclosure obligations, the Board has nominated the Executive Director and Company Secretary as responsible for all disclosure matters. Their role is to collate and, where appropriate, disclose share price sensitive information.
In the Company’s current stage of development, matters of crucial importance arise regularly. The Executive Director will discuss significant issues with Board members who jointly will make a decision on the timely release of factual and balanced information concerning the Company’s activities.
Presentations that are made to analysts or investors are posted on the Company’s website. If the presentations contain information that has not previously been announced to ASX that could have a material effect on the share price, the presentation is released to the ASX before the presentation is made.
A copy of the Company’s continuous disclosure policy is available on the Company’s website.
Principle 6: Respect the rights of shareholders
The Board of Energy Metals Limited endeavours to ensure that shareholders are informed of all the activities affecting the Company. Information is conveyed to shareholders via the annual report, quarterly reports and other announcements which are delivered to the Australian Stock Exchange and posted on the Company’s website (http://www.energymetals.net). Shareholders with access to the internet are encouraged to submit their email addresses to receive electronic copies of information distributed by the Company. Hard copies of this information are available on request.
The Board encourages the attendance and participation of shareholders at the Annual General Meeting and specifically convened General Meetings by holding those meetings in a location accessible by a large number of shareholders.
The Board of Energy Metals Limited adopted a policy to promote effective communication with shareholders.
A copy of the policy is available from the Company’s website.
Principle 7: Recognise and Manage Risk
Taking and managing risk are central to business and building shareholder value. The Board is responsible for the identification of significant areas of business risk, implementing procedures to manage such risks and developing policies regarding the establishment and maintenance of appropriate ethical standards to:
Ø ensure compliance in legal, statutory and ethical matters;
Ø monitor the business environment, identify potential opportunities & risk areas therein; and
Ø monitor systems established to ensure prompt and appropriate responses to shareholders complaints and enquiries.
The Board meets on a regular basis and reviews and monitors the parameters under which such risks will be managed. The Board has established a Risk Management Team (“RMT”) which comprises the Executive Director and Company Secretary and any other senior executives the RMT consider appropriate to oversee the daily management of risk and make recommendations to the Board on risk management matters. The RMT is not a committee of the Board and the Board acknowledges that it is ultimately responsible for the implementation of any policies, actions or decisions made by the RMT.
The Executive Director and Company Secretary are required to periodically report to the Board that the Company has a sound system of risk management, that internal compliance and control systems are in place to ensure the implementation of Board policies, and that those systems are operating efficiently and effectively in all material aspects.
The Board also receives a declaration pursuant to s295A of the Corporations Act from the Chief Executive Officer (Executive Director) prior to the approval of financial statements.
A copy of the policy is available from the Company’s website.
Principle 8: Remunerate fairly and responsibly
The Company does not have a formal remuneration policy and has not established a separate remuneration committee. Due to the early state of development and small size of the Company a separate remuneration committee was not considered to add any efficiency to the process of determining the levels of remuneration for the directors and key executives. The Board considers that it is more appropriate to set aside time at a Board meeting each year to specifically address matters that would ordinarily fall to a remuneration committee. In addition, all matters of remuneration will continue to be in accordance with the Corporations Act requirement, especially with regard to related party transactions. That is, none of the directors participate in any deliberations regarding their own remuneration or related issues.
Remuneration is currently in accordance with the general principles recommended by the ASX, that is, non-executive directors receive a fixed fee for their services and do not receive performance based remuneration. Fees for non-executive directors are not linked to the performance of the Company.
Non-executive directors’ remuneration may also include an incentive portion consisting of options to subscribe for shares, subject to approval by Shareholders. The Company has not complied with the ASX Guideline in this regard but considers the nature and quantum of remuneration of its non-executive directors to be appropriate and reasonable for a Company of its size and the granting of options is a useful tool for attracting and retaining quality directors without diminishing the Company’s cash resources.
All executives receive either consulting fees or a salary, part of which maybe taken as superannuation, and from time to time, options. Options issued to directors are subject to approval by Shareholders. The board reviews executive packages annually by reference to the executives performance and comparable information from industry sectors and other listed companies in similar industries.
There are no schemes for retirement benefits for non-executive directors.
The Company is required to disclose in its annual report details of Directors remuneration. A detailed explanation of the basis and quantum of Directors’ remuneration is set out in the Directors’ Report.
