Corporate Governance Policies
The Board of Directors of BCD Resources NL is responsible for the corporate governance of the Consolidated Entity. The Board guides and monitors the business and affairs of BCD Resources NL on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Company aims to comply with the recommendations of the Australian Securities Exchange Corporate Governance Council (Council) as contained in the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations to the extent that the Board believes they are practical and applicable to the Company. Entities are required to disclose corporate governance principles that they have not adopted and to state the reasons why specific principles have not been adopted. The corporate governance principles and policies of the Company have been structured with reference to the Council's eight essential corporate governance principles. Relevant principles are described below.
Principle 1: Lay Solid Foundations for Management and Oversight.
The role of the Board is to represent shareholders, provide strategic guidance to and effective oversight of management, foster a culture of good governance, and promote a safe and healthy working environment within the Company.
In performing its role, the Board at all times will endeavour to act:
- in a manner designed to create and continue to build sustainable value for shareholders;
- in recognition of its overriding responsibility to act honestly, fairly and in accordance with the law in serving the interests of the Company, its shareholders, employees and, as appropriate, other stakeholders;
- in accordance with the duties and obligations imposed upon Directors by the Company’s Constitution and applicable law; and
- with integrity and objectivity, consistent with ‘best practice’ ethical, professional and related standards.
The Board has delegated responsibility for the operation and administration of the Company to the executive management team. The executive management team is accountable to the Board for the authority that is delegated by the Board.
The Board charter supports all delegations of responsibility by formally defining the specific functions reserved for the Board and its committees, and those matters delegated to management. The specific responsibilities of the Board are described in the Board charter.
Principle 2: Structure the Board to Add Value.
The Board has established an Audit and Risk Management Committee to facilitate the execution of its responsibilities. The Committee reports its deliberations to the following month’s Board meeting. It assists and advises the Board in discharging its responsibilities in relation to financial reporting, financial risk management, evaluating the effectiveness of the financial control environment and oversight of the external audit function. As the Board comprises only three directors the Company considers it appropriate to have two members on the Audit and Risk Management Committee rather than three as recommended by the ASX Corporate Governance Recommendations.
BCD Resources’ Board currently comprises three Non-Executive Directors.
The nomination of all new Directors is considered by the full Board. The Board assesses the nominees against a range of specific criteria, including their experience, professional skills, potential conflicts of interest, the requirement for independence and the existing collective skill sets of the Board.
At this stage both the board and the company are small. The board considers there is no requirement for a formal Nominations Committee. The Company will consider more board positions when it moves to a more substantial stage of growth.
It has been Board policy that a majority of Non-Executive Directors, including the Chairman, should be independent and free of any relationship that may conflict with the interests of the Company. However, in the Company’s present transition stage following completion of mining operations at the Tasmania Mine a small board is deemed appropriate, and a majority of independent directors is regarded as non-essential. Mr Groves is independent. Mr Carroll and Mr Webb are regarded as not being independent only because of their shareholdings in the Company. In the unanimous opinion of the Board both Mr Carroll and Mr Webb act at all times in the best interests of all shareholders. The Board defines ‘independence’ in accordance with the ASX Recommendations.
In order to ensure that any interest of a Director in a matter to be considered by the Board is known, each Director has contracted with the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in relation to any matters in which they have or may have a conflict of interest.
Independent professional advice and access to Company information
Directors have right of access to all relevant Company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent advice from a suitably qualified adviser at BCD Resources’ expense.
Principle 3: Promote Ethical and Responsible Decision Making.
The Board and the Company’s employees are expected to uphold the highest levels of integrity and professional behaviour in their relationships with all the Company’s stakeholders. Below is a summary of BCD Resources’ core codes and policies that apply to Directors and employees.
Code of Conduct
The Code of Conduct sets ethical and governance standards for directors and senior management reporting to the Board of Directors. The Code requires Directors and senior management to pursue the highest standards of ethical conduct in the interests of shareholders and others with an interest in the Company and seek to conform to the Best Practice Recommendations of the ASX Corporate Governance Council.
Code of Ethics
The Code of Ethics commits all Company employees to the highest standards of ethical behaviour and honesty and with full regard for the safety and health of its employees, customers, the wider community and the environment.
Trading in BCD Resources shares
To safeguard against insider trading, the Company’s Share Trading Policy prohibits Directors and employees from trading BCD Resources securities if they are aware of any information that would be expected to have a material effect on the price of Company securities.
The Company discloses to the ASX any transaction conducted by the Directors in BCD Resources securities, in accordance with ASX Listing Rules.
The Company and all its related bodies corporate are committed to workplace diversity.
The Company recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent.
At this stage both the company and the Board are small. The Company will consider more Board and senior positions when it moves to a more substantial stage of growth. Board and senior positions will be open to the best and most suitable people regardless of gender, colour and religion or otherwise at that time.
To the extent practicable, the Company will address the recommendations and guidance provided in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
The Diversity Policy provides a framework for the Company to achieve:
- A diverse and skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals;
- A workplace culture characterised by inclusive practices and behaviours for the benefit of all staff;
- Improved employment and career development opportunities for women;
- A work environment that values and utilises the contribution of employees with diverse background, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and
- Awareness in all staff of their rights and responsibilities with regard to fairness, equity and respect for all aspects of diversity.
The Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level of the Company and on the Board. The Board will conduct all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of candidates, using external experts where necessary. The Chairman will monitor the scope and currency of this policy. The Company is responsible for implementing, monitoring and reporting its objectives.
Principle 4: Safeguard Integrity in Financial Reporting.
The Chief Financial Officer has declared in writing to the Board that the financial records of the Company for the financial year have been properly maintained and present a true and fair view of the Company’s financial condition and operating results, in accordance with the Corporations Act and the relevant accounting standards. The Audit and Risk Management Committee is governed by its own Charter.
Principle 5: Make Timely and Balanced Disclosure.
The Company seeks to provide relevant up-to-date information to its shareholders and the broader investment community in accordance with the continuous disclosure requirements under the ASX Listing Rules.
The Board has implemented a Continuous Disclosure Policy to ensure that information considered material by the Company is immediately lodged with the ASX. Other relevant information, including Company presentations and updates by senior management, is also disclosed to the ASX.
Principle 6: Respect the Rights of Shareholders.
The Board, in adopting a Continuous Disclosure Policy, ensures that shareholders are provided with up-to-date Company information. Communication to shareholders is facilitated by the publication of the Annual Report, Half Year Report, Quarterly Reports, other announcements and the posting of ASX releases on BCD Resources NL’s website immediately after their disclosure on the ASX. In addition, all shareholders are encouraged to attend the Annual General Meeting of shareholders and use the opportunity to ask questions. The external auditor attends the meeting and is available to answer questions on the Financial Report.
Principle 7: Recognise and Manage Risk.
The Board believes that risk management and compliance are fundamental to sound management and that overseeing such matters is an important responsibility of the Board.
The Company has in place reporting and control mechanisms, which are designed to ensure that strategic, operational, legal, reputational and financial risks and opportunities are identified, assessed and managed.
The reporting and control mechanisms support the annual written certification given by the Chief Financial Officer to the Board that the Company’s financial reports are based on a sound system of risk management and internal control.
Principle 8: Remunerate Fairly and Responsibly.
The total annual remuneration paid to Non-Executive Directors may not exceed the limit set by the shareholders at the Annual General Meeting (currently $300,000). The remuneration of the Non-Executive Directors is fixed rather than variable.
The Board provides recommendations and direction for the Company’s remuneration practices. At this stage both the company and the senior executive team are small. The board considers there is no requirement for a formal Remuneration and Appointments Committee. The Company will consider establishment of a Remuneration and Appointments Committee when it has more senior executives. The directors ensure that, where appropriate, a proportion of senior manager remuneration is linked to individual performance and the Company’s performance. Performance reviews are conducted at least annually to determine remuneration level and the proportion of remuneration, if any, that will be ‘at risk’ for the upcoming year.