Corporate Governance
The Board of Murchison Metals has approved the following Corporate Governance practices:
1.Board of Directors
a) Board Responsibilities
The Board's role is to maximise wealth creation and shareholder value in the Company. It assumes responsibility for overseeing the affairs of the Company by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed. The primary responsibilities of the Board include the following:
- To oversee the Company, including its control and accounting systems;
- To appoint and remove the Chief Executive Officer (or equivalent);
- To ratify the appointment and, where appropriate, the removal of the Chief Financial Officer (or equivalent) and the Company Secretary;
- To have input into the final approval of management's development of corporate strategy and performance objectives;
- To review and ratify systems of risk management and internal compliance and control, codes of conduct, legal compliance and any other regulatory compliance;
- To monitor senior management's performance and implementation of strategy, and ensuring appropriate resources are available;
- To approve and monitor the progress of major capital expenditure, capital management, and acquisition and divestitures;
- To approve and monitor financial and other reporting to shareholders and the market;
- To monitor the Board composition, Director selection, Board processes and performance and ensure Directors have an understanding of the Company’s business;
- To monitor and influence key standards of the Company including ethical standards, reputation and culture;
- To review and approve Executive Remuneration; and
- To approve annual budgets.
b) Board Composition
While the Company's Constitution fixes the maximum number of Directors at twelve, the Board currently comprises three Executive Directors and two Non-Executive Directors.
The Company does not have a majority of independent Directors.
To ensure it has the right mix of management skills and technical expertise to meet the challenges of its business, the Board regularly reviews its composition. The Board believes that at the current stage of the Company’s development, the composition is adequate. However, it continues to assess the need to enhance the membership of the Board and is cognisant of the ASX Corporate Governance Council definitions and recommendations.
c) Appointment / Retirement of Directors
The Company's Constitution requires that all Directors other than the Managing Director submit themselves for re-election every three years with not less than one third of the Board retiring by rotation. Directors appointed during the period since the last Annual General Meeting of the Company must submit themselves for election at the end of the Annual General Meeting.
d) Board Meetings
The full Board meets formally to conduct appropriate business.
The Board uses resolutions in writing signed by all Directors to deal with matters requiring decisions between meetings.
e) Directors Remuneration
Total remuneration for the Executive Directors include an Annual Salary and other entitlements. Attendance at and participation in Board and Committee Meetings are considered among the duties of the Executive Director.
f) External Advice to Directors
The Company recognises that in the exercise of their responsibilities there may be occasions when Directors may wish to seek independent professional advice.
With the prior consent of the Chairman, advice can be obtained at the Company's expense and is to be made available to the whole Board.
2. Board Committees
a) Remuneration Committee
The Company does not have a Remuneration Committee. The Board believes that with only three Directors on the Board, the Board itself is the appropriate forum to deal with this function.
b) Audit Committee
The Company does not have an Audit Committee. The Board believes that with only three Directors on the Board, the Board itself is the appropriate forum to deal with this function.
c) Nomination Committee
The Company does not have a Nomination Committee. The Board believes that with only three Directors on the Board, the Board itself is the appropriate forum to deal with this function.
3. Role of Management
Day to day management of the Company's activities and the implementation of Board strategy, policy and decisions is delegated to management. This includes the following:
- To develop and recommend internal control and accountability systems for the Company and, if approved, ensure compliance with such systems;
- To prepare mission systems, corporate strategy and performance objectives for approval by the Board of Directors;
- To prepare systems of risk management and internal compliance and controls, codes of conduct, legal compliance and any other regulatory compliance and if approved, ensure compliance with such systems;
- To monitor employee performance, recommend appropriate resources and review and approve remuneration;
- To prepare all required financial reports, tax returns, budgets and any other appropriate financial reports, meet all statutory deadlines and monitor performance against budgets;
- Prepare recommendations on acquisition and divestments of assets;
- To implement decisions of the Board of Directors based on key standards of the Company covering such areas as ethical standards, reputation and culture of the Company and influence and provide guidance for employees on these areas; and
- To protect the assets of the Company.
4. Risk Management
The Company continues to monitor its operations to identify the greatest areas of potential risk to minimise any adverse effects on the Company's strategic, operational and financial activities.
a) Environment
The exploration activities of the Company are conducted in accordance with Australian State Government Legislation. The Company has extensive exploration holdings in Western Australia. The Company employs a system for reporting environmental incidents, establishing and communicating accountability, and rating environmental performance. In addition, as required under State Legislation, procedures are in place to ensure that the relevant authorities are notified prior to the commencement of ground disturbing activities.
The Company is committed to minimising the impact of its activities on the surrounding environment at the same time aiming to maximise the social, environmental and economic returns for the community. To this end, the environment is a key consideration in our exploration activities and during the rehabilitation of disturbed areas. General rehabilitation occurs immediately following the completion of a particular phase of exploration. In addition, the Company continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.
b) Occupational Health and Safety
The Company is committed to providing a safe and healthy working environment for all staff. It considers that safety is a collective responsibility and ensures that regular training in safe working methods is undertaken and encourages participation and involvement in the development of workplace safety programs. Individual employees and employees of contractors are required to practice safe working habits, to take all reasonable care to prevent injury to themselves and their colleagues and to report all hazards and accidents.
New staff and contractors (where appropriate) are required to undergo an induction program to familiarise themselves with policies, procedures and work practices prior to commencing work. All staff are covered against injury under the various Workers Compensation Acts.
5. Code of Conduct
a) Ethical Standards
The Company operates under a Code of Conduct that sets out Ethical Standards under which the Company operates when dealing with internal and external parties. This Code requires parties to act with integrity, fairness and honesty in all dealings and to treat other parties with dignity at all times. They are required to:
- Not discriminate against any staff member or potential employee;
- Carry out their duties in respect to the law at all times;
- To use the Company's assets responsibly;
- To respect the confidentiality of the Company's business dealings; and
- Take responsibility for their own actions and for the consequences of their own actions.
b) Share Trading
It is the Company's policy to encourage Directors, employees and related parties to own shares in the Company. The trading in shares policy reinforces the obligations of Directors and employees of the Company, under the Corporations Act 2001 and the Australian Stock Exchange Listing Rules. The acquisition and sale of Company shares by Directors and employees is restricted to periods of fourteen (14) days immediately following announcements of the Company's quarterly, half yearly and full year reports to the Australian Stock Exchange. Directors, employees and related parties can seek permission from the Chairman to purchase or sell shares outside the 14 day period. Directors and employees are required to report share trading to the Company Secretary.
6. Continuous Disclosure Compliance
The Company's continuous disclosure compliance procedure enables it to meet its obligations and to ensure that all matters which may require announcement to the Australian Stock Exchange are brought to the attention of the Board immediately.
7. Communicating with Shareholders
The Board ensures that shareholders are kept informed of all major developments that affect their shareholding or the Company's state of affairs through quarterly, half yearly, annual and ad hoc reports.
All shareholders are encouraged to attend the Annual General Meeting to meet the Chairman and Directors and to receive the most updated report on the Company’s activities.
The Company maintains this web site to provide shareholders with information on the Company's activities. Shareholders may communicate with the Company through its e-mail address.
The Company does not web-cast shareholder meetings and does not believe that the benefit of web-casting is worthwhile to a Company of its size.