Role of the Board
The Board's primary role is the protection and enhancement of long-term shareholder value.
To fulfil this role, the Board is responsible for the overall Corporate Governance of the consolidated entity including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
Board processes
To assist in the execution of its responsibilities, the Board had established an audit committee. The Board conducts an annual review of its processes to ensure that it is able to carry out its functions in the most effective manner.
Composition of the Board
The names of the directors of the Company in office are listed elsewhere on this website under the Directors and Management section.
The procedures for election and retirement of directors are governed by the Constitution of the Company.
The composition of the Board is determined using the following principles:
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the Board shall comprise a mixture of executive and non-executive directors; |
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the Board shall comprise directors with a range of experience encompassing the current and proposed activities of the Company; and |
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where a vacancy is considered to exist, the Board selects an appropriate candidate through consultation with external parties and consideration of the needs of shareholders and the Company. Such appointments are referred to shareholders for re-election at the next annual general meeting. |
Remuneration Committee
The remuneration committee is responsible for reviewing and making recommendations to the Board regarding the compensation arrangements for the Executive and Non-Executive Directors and the senior management of De Grey and its controlled entities (including incentive option plans and other benefit plans) and service contracts. It will also be responsible for considering general remuneration policies and practices, recruitment and termination policies and superannuation requirements.
Audit committee
The duties of the audit committee include:
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to be the focal point of communications between the Board, De Grey's management and the external auditors; |
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to recommend and supervise the engagement of the external auditors and to monitor auditor performance; |
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to monitor the internal controls within De Grey compliance with the Corporations Act and the Listing Rules and to review external audit reports and ensure prompt remedial action; and |
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to review De Grey's financial statements (including interim reports) and accounting procedures. |
Risk and Compliance Committee
The risk and compliance committee when formed will be responsible for recognizing and measuring the financial, legal and environmental risk to which De Grey and its controlled entities are exposed, comparing such risk to the benefits obtained from the exposure to such risk and where appropriate mitigating such risk exposure as efficiently and as effectively as possible.
Independent professional advice
Each director has the right to seek independent professional advice at the consolidated entity's expense. However, prior approval of the Chair is required, which is not to be unreasonably withheld. A copy of advice received by the Director is to be made available to all other members of the Board.
Director dealings in Company shares
The Constitution permits directors to acquire shares in the Company. Company policy prohibits directors from dealing in Company shares whilst in possession of price sensitive information.
In accordance with the provisions of the Corporations Act 2001 and the Listing Rules of the Australian Stock Exchange, the Exchange is advised of any transactions conducted by directors in shares in the Company. Then policy governing trading in the Company's securities can be viewed in the Company's website (www.degreymining.com.au)
Ethical standards
The Board supports the highest standards of corporate governance and requires its members and the staff of the Company to act with integrity and objectivity in relation to:
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compliance with the law; |
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record keeping; |
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conflicts of interest; |
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confidentiality; |
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professional conduct; |
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dealing with suppliers, advisers and regulators; and |
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dealing with the community and employees. |
External auditors
The auditors of the Company have open access to the Board of Directors at all times.
The nomination of external auditors is the responsibility of the Board as a whole.
The Board ensures the establishment of an effective internal control framework to safeguard the Company's assets, maintain proper accounting records and ensure the reliability of financial information compiled by the Company.
Environment
The Company aims to ensure a high standard of environmental care is achieved and that it complies with all relevant environmental legislation.
Business risk
The Board monitors areas of operational and financial risk, and considers strategies for appropriate risk management arrangements. Where necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.
Specific areas of risk, which are identified, are regularly considered at Board meetings. The Company's main areas of risk include:
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exploration and development; |
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fluctuating commodity prices and exchange rates; |
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financing; |
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title to assets; and |
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political and economic climates in areas of operation. |
Shareholders
The Board aims to ensure that shareholders are at all times fully informed in accordance with the spirit and letter of the Stock Exchange's continuous disclosure requirements.
The Board encourages full participation of shareholders at General Meetings to ensure a high level of accountability and identification with the Company's strategy and goals. Important issues are presented to the shareholders as single resolutions. A Communication Policy has been adopted and is available on the Company website.
Shareholders are responsible for voting on the appointment of directors. |
