The following statement outlines the principal governance practices which the company currently has established. A copy of the Company's full Corporate Governance Statement and Appendix 4G is available to download at the bottom of this section.
Board of Directors
The Board of Directors has responsibility for the overall corporate governance of the company including strategic direction, establishment of goals for management, and monitoring the achievement of those goals.
The directors are aware of their duties and responsibilities and subscribe to the Code of Conduct of the Australian Institute of Company Directors (see www.companydirectors.com.au). They recognise that their primary responsibility is to the owners of the company, its shareholders, while simultaneously having regard for the interests of all stakeholders of the company and the broader community.
The Board’s primary role is the protection and enhancement of long term shareholder value.
The Board’s policy is to review its performance and composition on a regular basis to ensure that there is an appropriate balance of experience and skills to match the size, scope and nature of the company’s activities. When a vacancy arises, for whatever reason, or where there is considered the Board would benefit from the appointment of a director with particular skills and experience, the Board’s policy is to select potential candidates, with advice from an external consultant if necessary. The most suitable candidate is then appointed, subject to election at the next general meeting of shareholders.
The Board currently aims to meet at least every two months. In addition, strategy meetings and special meetings are held at such other times as may be necessary to address specific significant matters that may arise.
The directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the company.
The Board as a whole addresses the governance aspects of the full scope of the company’s activities to ensure that it adheres to appropriate ethical standards. Currently all matters which might properly be dealt with by certain special committees are subject to regular scrutiny at full Board meetings.
The Board of Directors recognises that the performance of the company depends on the quality of its directors and other key personnel and, therefore, it must attract, motivate and retain appropriately qualified industry personnel.
The Board has chartered both an Audit Committee and a Remuneration Committee and directors are appointed to the Committees, from time to time, as the Board considers necessary. The Committees operate according to their own charters and provide recommendations for consideration of the full Board as required.
Independent Professional Advice
Directors have the right, in connection with their duties and responsibilities, to seek independent professional advice at the company’s expense. Prior written approval of the chairman is required, which approval will not be unreasonably withheld.
The company has a Securities Trading Policy which prohibits trading in its securities by directors, employees, contractors, or other close associates during defined periods related to the date of an announcement to the Australian Securities Exchange of any price sensitive information. This policy also requires directors, employees, contractors and their close associates not to trade in the company’s securities when they are in possession of any relevant information that could affect the company’s share price and which is not available to the investing public.
The Board places a high priority on communicating effectively with the company’s shareholders, and has a shareholder communication policy particularly for disclosure of information on important corporate activities or proposals.
This disclosure is through regular shareholder communications, including the annual and quarterly reports (mailed to shareholders when requested), the company’s website and the distribution of specific announcements covering major transactions or events. Directors believe these arrangements are both effective and importantly, flexible enough to meet shareholders’ needs and expectations.
Shareholders are encouraged to exercise their right to vote, either by attending shareholders’ meetings or by lodging a proxy. The company’s external auditors and legal advisors attend al shareholders’ meetings.
The Board is acutely aware of the continuous disclosure regime and the company has a Continuous Disclosure Policy to address all necessary disclosure issues and adequate corporate compliance.
The Policy, and accompanying procedures, covers the continuous disclosure requirements of the Australian Securities Exchange and the Australian Securities and Investments Commission in accordance with the Corporations Act 2001. It also includes the company’s procedures on information disclosure to external parties including stockbrokers, analysts, the media and importantly, its shareholders.
Risk management is a high priority for the company and the Board of Directors has required management to design and implement a risk management and internal control system to manage the company’s material business risks.
Whilst the full Board is ultimately responsible for identifying and managing areas of significant business risk, and ensuring that arrangements are in place to adequately manage these risks, the company’s Audit Committee takes a lead role in this process.
Management, working with the Audit Committee, has identified Adelaide Resources’ risk areas, and specific risks within each area, and has developed a corporate risk register which lists and rates these risks.
The areas of risk that have been identified are:
- Personnel and safety
- IT management
- Tenement management
- Asset management
- Corporate and strategic
The Audit Committee continues to evaluate the company’s risks and is developing specific cost-effective strategies and action plans for minimising and treating risks. The current control measures, and improvement actions for minimising and treating each risk, are noted in detail in the company’s corporate risk register to be followed by employees and contractors.
The Managing Director is responsible for overseeing the establishment, implementation and review of the company’s risk management process. He reports annually to the Audit Committee at its meeting held to recommend approval of the annual accounts, on the effectiveness of the company’s management of material business risks.
The Board requires management to report to it on whether the company’s material business risks are being managed effectively and management regularly reports to the Board as to the effectiveness of the company’s management of those risks.
The Board also receives assurances from the Managing Director and the Executive Director that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
The company uses the services of a major audit firm, Deloitte Touche Tohmatsu. The auditors attend all shareholder meetings and have access to the company’s directors at all times. Rotation of the external audit engagement partner occurs every five years.
Code of Conduct
The Board has established a Corporate Code of Conduct whereby all directors, employees and contractors are expected to observe the highest ethical standards and act with the utmost integrity and objectivity in their dealings with other parties. They are expected to strive at all times to enhance the reputation and performance of the company, particularly in the communities in which it operates.
The company has an Indigenous Peoples Policy aimed at fostering a trusting, respectful and co-operative relationship with indigenous people who may have interests in areas where the company operates. In striving for this objective it endeavours to generate frank and open communication with indigenous people and their advisors.
The company recognises the importance of sound environmental practice. It has an Environmental Policy which promotes environmental awareness by all of its employees and contractors, with the objective of achieving the highest standards of environmental management by complying with and, where possible, exceeding government requirements.
The Policy encourages transparency in regard to environmental performance and a commitment to continuous improvement of practices.