Corporate Governance Statement
The Company recognizes the need to adhere to the corporate governance policy prescribed by the Australian Stock Exchange as outlined in Guidance Note 9A Corporate Governance –Principles & Recommendations of the ASX rules consistent with best practice for a listed public company. Accordingly the Company makes the following corporate governance statements which are consistent with these guidelines where appropriate. Departures from such policy are noted in this statement.
Board Charter
a) Role of the Board
The Board of Directors of Coalworks is collectively experienced in coal and mineral exploration, mine development, finance and the management of listed public companies, and the requirements of, and compliance with, the law and ASX and ASIC rules and policies. As the Company will use contractors for its exploration and mine development work, the Board generally will be responsible for over-seeing the work of those contractors and their performance against contract. Two of the Directors, including the Company's Chief Executive Officer, are qualified and experienced in mineral exploration and mine development. The Board has the responsibility of approving the Chief Executive Officer. The Board approves and monitors corporate strategy and performance objectives. Under the oversight of the Board's Audit and Risk Committee, the Board monitors systems of risk management, compliance and financial reporting. The Board is responsible for approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures of Company assets.
b) Board Structure
The Board is currently comprised of one executive director and two non-executive directors. The Board supports the appointment of directors who bring a wide range of business and professional skills and experience to the Company.
The Board is satisfied that the Board has an effective composition, size and commitment to adequately discharge its responsibilities and duties.
Directors are appointed in accordance with the constitution of Coalworks and are appointed for a period of three years or until the third annual general meeting following his or her appointment (whichever is longer).
Subsequent to year end the Board has established an Audit and Risk Committee.
The Company has elected to depart from the adoption of the ASX Corporate Governance Guidelines in that it will not be forming a nomination committee or a remuneration committee nor will it appoint independent directors for the reason that these requirements are more appropriate for larger public companies and would unduly add to the cost structure of the Company. The Company will review its position on these requirements within two years of its listing on the ASX.
Code of Conduct and Conflicts of Interest
a) Code of Conduct
The Company does not yet have a formal Code of Conduct setting out its core values. In general though, the Company requires that each director and officer of the Company must comply with all laws and regulations. This includes under - standing the laws and regulations relevant to their work and complying with the legal requirements of the jurisdiction in which the Company operates.
Contractors and others employed by the Company should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interests and the interests of the Company.
The practices of the Board are aimed at promoting ethical and responsible decision making. The Board strives for good corporate governance and industry best practice. It specifically requires directors and employees to:
- avoid situations which may give rise to a conflict of interest;
- avoid situations where they may gain any benefit which competes with Company's business;
- read and confirm that they understand the Company's policies;
- comply with laws and regulations;
- properly use Company's assets for legitimate business purposes; and
- maintain confidentiality in both Company's business and the information of its clients and shareholders.
b) Conflicts of Interest
The Board is committed to good corporate governance and aims for continuous improvement in these practices. It embraces high ethical standards and requires both personal and corporate responsibility. Directors, officers and employees are required to safeguard the integrity of the Company and to act in the best interests of its stakeholders.
Each director is required to disclose any interest which might create a potential conflict of interest with his or her duties as a director or which might affect their independence.
There must be no conflict, or perception of a conflict, between the interests of any Company director, officer or employee and the responsibility of that person to the stakeholders. All directors, officers and employees may never improperly use their position for personal or private gain to themselves, a family member, or other associated person.
Where a potential conflict exists, this should be disclosed to the Chairman prior to any dealings taking place.
Audit and Risk Committee
a) Purpose
The Audit & Risk Committee plays a key role in assisting the Board of Directors with its responsibilities relating to accounting, internal control systems, reporting practices and risk management, and ensuring the independence of the company auditor. The charter for this committee incorporates policies and procedures to ensure an effective focus from an independent perspective.
The Audit & Risk Committee oversees and appraises the quality of the audits conducted by the auditors and emphasises areas where the Committee believes special attention is required. The external auditors are Hall Chadwick. Hall Chadwick's appointment will be reviewed periodically in line with industry best practice. The Board believes in the ongoing assessment of our audit arrangements and will comply with any regulatory requirements to rotate the Company's external audit partner.
The Audit & Risk Committee also reviews the effectiveness of administrative, operating and accounting controls.
b) Composition
The composition of the Audit & Risk Committee is determined in accordance with the principle that only non-executive directors may be members of the Committee. There must be at least 2 directors on the Committee.
c) Terms of Reference
The Committee's Terms of Reference are published on the Company's web site www.coalworks.com.au
Risk Management System Statement
The Board takes a proactive approach to the Company's risk management and internal compliance and control systems.
The Board believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee.
The Board is responsible for ensuring that risks, and also opportunities are identified on a timely basis and that the Company's objectives and activities are aligned with the risks and opportunities identified by the Board.
Board Continuous Disclosure Policy
ASX defines continuous disclosure in its Listing Rules as “the timely advising of information to keep the market informed of events and developments as they occur”. The Listing Rules and the Corporations Act require that a listed company disclose to the market matters which a reasonable person would expect to have a material effect on the price or value of the company's securities. A reasonable person is taken to expect information to have a material effect on the price or value of securities if it would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell the securities.
The Company's Continuous Disclosure Policy is designed to meet market best practice, ensuring that all interested parties have an equal opportunity to obtain information which is issued by the Company.
The procedures which have been developed to comply with these rules include immediate reporting of any matter which could potentially have a material effect, via established reporting lines to the Company Secretary. The Company Secretary is responsible for monitoring information which could be price sensitive, liaising with the CEO and the Chairman to make an initial assessment, and escalating to the Board for disclosure of such information where practicable. The CEO monitors daily activity to ascertain what matters should be considered for disclosure and as soon as a matter is appropriate for disclosure the CEO must immediately notify the Company Secretary. It is noted that the Company must not delay giving this information to the ASX. Therefore, if the Board is not immediately available, the Company Secretary will lodge such information after consultation with the CEO or the Chairman.
Price-sensitive information will be disclosed, in the first instance, to the ASX and disclosures to the market will then be placed on the Company's website. Material information must not be selectively disclosed (i.e. to analysts, the media or shareholders) prior to being announced to the ASX, and all media releases must be referred to the Company Secretary for clearance prior to any release.
Trading Policy
The Company's trading policy ensures that unpublished price sensitive information about the Company is not used in an unlawful manner. The main provisions of this policy are:
- compliance with the specific requirements of the Corporations Act 2001;
- prohibition of short term trading by directors, officers, employees and contractors in the Company's securities; and
- prior notification by directors, officers, employees and contractors of their intention to deal in the Company's securities.
Shareholder Communications
The Board has adopted a communication strategy to promote effective communication with shareholders and encourage effective participation at general meetings.
In accordance with our regulatory obligations, certain periodic reporting will also be made to shareholders, including the Annual Report. Our aim is for informed shareholder participation.
The Company maintains a web site and endeavours to publish on the web site all relevant announcements made to the market.
In accordance with ASX Principle 6.2, the external auditors are requested to attend the annual general meeting and are available to answer shareholder questions about the conduct of the audit and preparation of the auditor's report.
Board Remuneration and Nominations Policy
Increases in remuneration of directors is determined by shareholders and the Board determines individual directors' remuneration.
The Company has not formed a Nominations Committee because of the Company's size which is small enough for the whole Board to efficiently address the issue of board competencies.
Audit Committee Terms of Reference