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CORPORATE GOVERNANCE STATEMENT
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THE BOARD OF DIRECTORS OF COALSPUR MINES LIMITED IS RESPONSIBLE FOR ITS CORPORATE GOVERNANCE, THAT IS, THE SYSTEM BY WHICH THE GROUP IS MANAGED.
1. BOARD OF DIRECTORS 1.1 ROLE OF THE BOARD AND MANAGEMENT
THE BOARD REPRESENTS SHAREHOLDERSÕ INTERESTS IN CONTINUING A SUCCESSFUL BUSINESS, WHICH SEEKS TO OPTIMISE MEDIUM TO LONG- TERM FINANCIAL GAINS FOR SHAREHOLDERS. BY NOT FOCUSING ON SHORT-TERM GAINS FOR SHAREHOLDERS, THE BOARD BELIEVES THAT THIS WILL ULTIMATELY RESULT IN THE INTERESTS OF ALL STAKEHOLDERS BEING APPROPRIATELY ADDRESSED WHEN MAKING BUSINESS DECISIONS.
THE BOARD IS RESPONSIBLE FOR ENSURING THAT THE GROUP IS MANAGED IN SUCH A WAY TO BEST ACHIEVE THIS DESIRED RESULT. GIVEN THE CURRENT SIZE AND OPERATIONS OF THE BUSINESS, THE BOARD CURRENTLY UNDERTAKES AN ACTIVE, NOT PASSIVE ROLE.
THE BOARD IS RESPONSIBLE FOR EVALUATING AND SETTING THE STRATEGIC DIRECTIONS FOR THE GROUP, ESTABLISHING GOALS FOR MANAGEMENT AND MONITORING THE ACHIEVEMENT OF THESE GOALS. THE MANAGING DIRECTOR IS RESPONSIBLE TO THE BOARD FOR THE DAY-TO-DAY MANAGEMENT OF THE GROUP.
THE BOARD HAS SOLE RESPONSIBILITY FOR THE FOLLOWING:
¥ APPOINTING AND REMOVING THE MANAGING DIRECTOR AND ANY OTHER EXECUTIVES AND APPROVING THEIR REMUNERATION;
¥ APPOINTING AND REMOVING THE COMPANY SECRETARY / CHIEF FINANCIAL OFFICER AND APPROVING THEIR REMUNERATION;
¥ DETERMINING THE STRATEGIC DIRECTION OF THE GROUP AND MEASURING PERFORMANCE OF MANAGEMENT AGAINST APPROVED STRATEGIES;
¥ REVIEW OF THE ADEQUACY OF RESOURCES FOR MANAGEMENT TO PROPERLY CARRY OUT APPROVED STRATEGIES AND BUSINESS PLANS; ¥ ADOPTING OPERATING AND CAPITAL EXPENDITURE BUDGETS AT THE COMMENCEMENT OF EACH FINANCIAL YEAR AND MONITORING THE
PROGRESS BY BOTH FINANCIAL AND NON-FINANCIAL KEY PERFORMANCE INDICATORS;
¥ MONITORING THE GROUPÕS MEDIUM TERM CAPITAL AND CASH FLOW REQUIREMENTS;
¥ APPROVING AND MONITORING FINANCIAL AND OTHER REPORTING TO REGULATORY BODIES, SHAREHOLDERS AND OTHER ORGANISATIONS;
¥ DETERMINING THAT SATISFACTORY ARRANGEMENTS ARE IN PLACE FOR AUDITING THE GROUPÕS FINANCIAL AFFAIRS;
¥ REVIEW AND RATIFY SYSTEMS OF RISK MANAGEMENT AND INTERNAL COMPLIANCE AND CONTROL, CODES OF CONDUCT AND COMPLIANCE WITH LEGISLATIVE REQUIREMENTS; AND
¥ ENSURING THAT POLICIES AND COMPLIANCE SYSTEMS CONSISTENT WITH THE GROUPÕS OBJECTIVES AND BEST PRACTICE ARE IN PLACE AND THAT THE COMPANY AND ITS OFFICERS ACT LEGALLY, ETHICALLY AND RESPONSIBLY ON ALL MATTERS.
THE BOARDÕS ROLE AND THE GROUPÕS CORPORATE GOVERNANCE PRACTICES ARE BEING CONTINUALLY REVIEWED AND IMPROVED AS REQUIRED.
1.2 COMPOSITION OF THE BOARD AND NEW APPOINTMENTS
THE COMPANY CURRENTLY HAS THE FOLLOWING BOARD MEMBERS:
¥ MR IAN MIDDLEMAS ¥ MR EUGENE WUSATY ¥ MR ANASTASIOS ARIMA ¥ MR MARK PEARCE
NON-EXECUTIVE CHAIRMAN MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR
DETAILS OF THE DIRECTORS, INCLUDING THEIR QUALIFICATIONS, EXPERIENCE AND DATE OF APPOINTMENT ARE SET OUT IN THE DIRECTORSÕ REPORT.
THE COMPANYÕS CONSTITUTION PROVIDES THAT THE NUMBER OF DIRECTORS SHALL NOT BE LESS THAN THREE AND NOT MORE THAN TEN. THERE IS NO REQUIREMENT FOR ANY SHARE HOLDING QUALIFICATION.
THE BOARD HAS ASSESSED THE INDEPENDENCE STATUS OF THE DIRECTORS AND HAS DETERMINED THAT THERE ARE TWO INDEPENDENT DIRECTORS, BEING MESSRS MIDDLEMAS AND PEARCE.
THE BOARD HAS FOLLOWED THE ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS WHEN ASSESSING THE INDEPENDENCE OF THE DIRECTORS WHICH DEFINE AN INDEPENDENT DIRECTOR TO BE A DIRECTOR WHO:
¥ IS NON-EXECUTIVE; ¥ IS NOT A SUBSTANTIAL SHAREHOLDER (I.E. GREATER THAN 5%) OF THE COMPANY OR AN OFFICER OF, OR OTHERWISE ASSOCIATED, DIRECTLY
OR INDIRECTLY, WITH A SUBSTANTIAL SHAREHOLDER OF THE COMPANY;
¥ HAS NOT WITHIN THE LAST THREE YEARS BEEN EMPLOYED IN AN EXECUTIVE CAPACITY BY THE COMPANY OR ANOTHER GROUP MEMBER, OR BEEN A DIRECTOR AFTER CEASING TO HOLD SUCH EMPLOYMENT;
¥ WITHIN THE LAST THREE YEARS HAS NOT BEEN A PRINCIPAL OR EMPLOYEE OF A MATERIAL PROFESSIONAL ADVISER OR A MATERIAL CONSULTANT TO THE COMPANY OR ANOTHER GROUP MEMBER;
¥ IS NOT A SIGNIFICANT SUPPLIER OR CUSTOMER OF THE COMPANY OR ANOTHER GROUP MEMBER, OR AN OFFICER OF OR OTHERWISE ASSOCIATED, DIRECTLY OR INDIRECTLY, WITH A SIGNIFICANT SUPPLIER OR CUSTOMER;
¥ HAS NO MATERIAL CONTRACTUAL RELATIONSHIP WITH THE COMPANY OR ANOTHER GROUP MEMBER OTHER THAN AS A DIRECTOR OF THE COMPANY; AND
¥ IS FREE FROM ANY INTEREST AND ANY BUSINESS OR OTHER RELATIONSHIP WHICH COULD, OR COULD REASONABLY BE PERCEIVED TO, MATERIALLY INTERFERE WITH THE DIRECTORÕS ABILITY TO ACT IN THE BEST INTERESTS OF THE COMPANY.
MATERIALITY FOR THESE PURPOSES IS DETERMINED ON BOTH QUANTITATIVE AND QUALITATIVE BASES. AN AMOUNT WHICH IS GREATER THAN FIVE PERCENT OF EITHER THE NET ASSETS OF THE COMPANY OR AN INDIVIDUAL DIRECTORÕS NET WORTH IS CONSIDERED MATERIAL FOR THESE PURPOSES.
APOLLO GROUP PTY LTD, A COMPANY ASSOCIATED WITH MR. PEARCE, IS PAID A MONTHLY RETAINER TO PROVIDE ADMINISTRATIVE SERVICES, COMPANY SECRETARIAL SERVICES, ACCOUNTING SERVICES AND A FULLY SERVICED OFFICE TO THE COMPANY. THE BOARD CONSIDERS THAT THIS RELATIONSHIP IS NOT MATERIAL OR SIGNIFICANT ENOUGH TO IMPACT THE INDEPENDENT JUDGMENT OF MR. PEARCE.
THE BOARD CONSIDERS THAT THE COMPANY IS NOT CURRENTLY OF A SIZE, NOR ARE ITS AFFAIRS OF SUCH COMPLEXITY TO JUSTIFY THE APPOINTMENT AND FURTHER EXPENSE OF ADDITIONAL INDEPENDENT NON-EXECUTIVE DIRECTORS. THE BOARD BELIEVES THAT THE INDIVIDUALS ON THE BOARD CAN MAKE, AND DO MAKE, QUALITY AND INDEPENDENT JUDGMENTS IN THE BEST INTERESTS OF THE COMPANY ON ALL RELEVANT ISSUES.
IF THE GROUPÕS ACTIVITIES INCREASE IN SIZE, NATURE AND SCOPE, THE SIZE OF THE BOARD WILL BE REVIEWED PERIODICALLY TO DETERMINE THE OPTIMUM NUMBER OF DIRECTORS REQUIRED FOR THE BOARD TO PROPERLY PERFORM ITS RESPONSIBILITIES AND FUNCTIONS.
THE MEMBERSHIP OF THE BOARD, ITS ACTIVITIES AND COMPOSITION IS SUBJECT TO PERIODIC REVIEW. THE CRITERIA FOR DETERMINING THE IDENTIFICATION AND APPOINTMENT OF A SUITABLE CANDIDATE FOR THE BOARD SHALL INCLUDE QUALITY OF THE INDIVIDUAL, BACKGROUND OF EXPERIENCE AND ACHIEVEMENT, COMPATIBILITY WITH OTHER BOARD MEMBERS, CREDIBILITY WITHIN THE GROUPÕS SCOPE OF ACTIVITIES, INTELLECTUAL ABILITY TO CONTRIBUTE TO THE BOARD DUTIES AND PHYSICAL ABILITY TO UNDERTAKE THE BOARD DUTIES AND RESPONSIBILITIES.
DIRECTORS ARE INITIALLY APPOINTED BY THE FULL BOARD SUBJECT TO ELECTION BY SHAREHOLDERS AT THE NEXT ANNUAL GENERAL MEETING. UNDER THE COMPANYÕS CONSTITUTION THE TENURE OF DIRECTORS (OTHER THAN MANAGING DIRECTOR, AND ONLY ONE MANAGING DIRECTOR WHERE THE POSITION IS JOINTLY HELD) IS SUBJECT TO REAPPOINTMENT BY SHAREHOLDERS NOT LATER THAN THE THIRD ANNIVERSARY FOLLOWING HIS LAST APPOINTMENT. SUBJECT TO THE REQUIREMENTS OF THE CORPORATIONS ACT 2001, THE BOARD DOES NOT SUBSCRIBE TO THE PRINCIPLE OF RETIREMENT AGE AND THERE IS NO MAXIMUM PERIOD OF SERVICE AS A DIRECTOR. A MANAGING DIRECTOR MAY BE APPOINTED FOR ANY PERIOD AND ON ANY TERMS THE DIRECTORS THINK FIT AND, SUBJECT TO THE TERMS OF ANY AGREEMENT ENTERED INTO, THE BOARD MAY REVOKE ANY APPOINTMENT.
1.3 COMMITTEES OF THE BOARD
THE BOARD CONSIDERS THAT THE GROUP IS NOT CURRENTLY OF A SIZE, NOR ARE ITS AFFAIRS OF SUCH COMPLEXITY TO JUSTIFY THE FORMATION OF SEPARATE OR SPECIAL COMMITTEES AT THIS TIME. THE BOARD AS A WHOLE IS ABLE TO ADDRESS THE GOVERNANCE ASPECTS OF THE FULL SCOPE OF THE GROUPÕS ACTIVITIES AND TO ENSURE THAT IT ADHERES TO APPROPRIATE ETHICAL STANDARDS.
THE BOARD HAS ALSO ESTABLISHED A FRAMEWORK FOR THE MANAGEMENT OF THE GROUP INCLUDING A SYSTEM OF INTERNAL CONTROLS, A BUSINESS RISK MANAGEMENT PROCESS AND THE ESTABLISHMENT OF APPROPRIATE ETHICAL STANDARDS.
THE FULL BOARD CURRENTLY HOLDS MEETINGS AT SUCH TIMES AS MAY BE NECESSARY TO ADDRESS ANY GENERAL OR SPECIFIC MATTERS AS REQUIRED.
IF THE GROUPÕS ACTIVITIES INCREASE IN SIZE, SCOPE AND NATURE, THE APPOINTMENT OF SEPARATE OR SPECIAL COMMITTEES WILL BE REVIEWED BY THE BOARD AND IMPLEMENTED IF APPROPRIATE.
COALSPUR MINES LIMITED - ANNUAL REPORT 2009 73