The Company has been listed on the ASX since 2004 and has during that time been, and continues to be, committed to implementing the highest standards of corporate governance. Companies which are listed on the ASX are required by the ASX Listing Rules to comply with the ASX Corporate Governance Guidelines, insofar as the Board considers appropriate to the Company, and to explain in the Company’s corporate governance statement any divergence from those recommendations and any alternative practices that may have been adopted. Due to the current size of the Company and the scale of its operations it is neither practical nor economic for the Company to fully comply with the ASX Corporate Governance Guidelines. Accordingly, the Company has stated where it does not adhere to the ASX Corporate Governance Guidelines in its corporate governance statement, which is available on this website. This statement is also provided in accordance with AIM Rule 26.
The Company has adopted a Board charter which formally records the specific responsibilities of the Board and individual Directors. The Company has also established the Audit Committee, the Nomination Committee and the Remuneration Committee, each with formally delegated rules and responsibilities which are set out in the charter for each such committee. Copies of the Company’s corporate governance statement and the charters for the Board and each of the committees of the Board are available on this website. The Company also intends to establish a health & safety committee as soon as practicable.
The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies and practices and the operation of the Company. The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Group’s business activities and management for the benefit of the Company’s shareholders. It is also responsible for overseeing the financial performance of the Group and monitoring its systems and internal controls.
The Board consists of two independent non-executive directors, and two executive directors. The Company regards Andrew Vickerman as an independent non-executive director and free from any relationship that could materially interfere with the exercise of his independent judgement. The Company intends to appoint an additional non-executive director following Admission to AIM.
The Audit Committee is responsible for monitoring and reviewing the integrity of the financial reporting of the Company and reviewing the Company’s internal financial control and risk management systems and reporting on them to the Board. The Audit Committee also monitors, reviews and oversees the relationship with the Company’s external auditor. The Audit Committee is required by its charter to comprise at least three members, all of whom are to be financially literate and have at least one member with relevant financial qualifications and experience.
The members of the Audit Committee are John Evans (as Chairman), Andrew Vickerman and Paul Stephen. The Audit Committee expects to meet at least twice per year, and otherwise as required. Paul Stephen will be replaced on the Audit Committee by the new non-executive director intended to be appointed.
The Remuneration Committee is responsible for reviewing and making recommendations to the Board with respect to the remuneration of Directors and senior executives and any employee incentive and equity-based plans, including any performance conditions and payments proposed to be made.
In making its recommendations, the committee is required to incentivise the long term growth and success of the Company within an appropriate control framework and align the interests of key leadership with the long term interests of the Company’s Shareholders. The Remuneration Committee is required by its charter to comprise at least three members and a non-executive chairman.
The members of the Remuneration Committee are Andrew Vickerman (as Chairman), John Evans and Paul Stephen. The Remuneration Committee expects to meet at least once per year, and otherwise as required. Paul Stephen will be replaced on the Remuneration Committee by the new non-executive director intended to be appointed to the Board.
The Nomination Committee is responsible for examining the selection and appointment practices of the Company and, in particular, for ensuring that the Board has the appropriate blend of directors with the necessary skills, expertise, relevant industry experience and diversity to discharge its duties effectively. The Nomination Committee is also responsible for developing a process for the evaluation of the Board and its committees, as well as reviewing the Company’s succession plans.
The members of the Nomination Committee are Andrew Vickerman (as Chairman) and John Evans. The Nomination Committee expects to meet at least once per year, and otherwise as required.
Health & Safety Committee
The Board intends to establish a Health & Safety Committee following Admission.
Share Dealing Policy
The Company has adopted a share dealing policy regulating dealing in securities of the Company by the Board and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM and subject to Market Abuse Regulation and also listed on the ASX. The Company will take all reasonable steps to ensure compliance by the Board and any relevant employees with the terms of that share dealing policy.
The Company has produced a series of charters, policies and codes which are designed to set out guidelines for directors, officers and employees of the Company in the performance of their duties.
Click on the links below for more information.