Corporate Governance
Overview
The Directors are responsible for the overall corporate governance of the Company and are committed to the principles underpinning best practice in corporate governance, applied in a manner that meets ASX standards and best addresses the Directors' accountability to shareholders.
The following policies and procedures have been adopted by the Company and are available from the Company upon request.
Management & Oversight
The Board is responsible for the overall Corporate Governance of the Company including its strategic direction and goals, the management framework of the Company, including a system of external control, business risk management and the establishment of appropriate ethical standards.
Initially the Board will appoint an audit committee and an operations manager and will appoint qualified consultants to advise the Board in appropriate cases as the need arises. As the Company grows in size the Board will review its Corporate Governance Policy to ensure continuing compliance with best business practice.
Structure of the Board
The Board of Directors comprises between three and nine directors. The Board shall meet regularly, retain full and effective control over the Company and monitor the executive management. The chairman shall not also be the Managing Director. The Board shall include non-executive directors of sufficient calibre and number for their views to carry significant weight in Board decisions and such non-executive directors shall, so for as is practicable, have expertise in mining matters. There shall be an agreed procedure for directors, in the furtherance of their duties, to take independent professional advice if necessary, at the Company's expense and all directors shall have access to the advice and services of the Company secretary, who is responsible to the Board for ensuring that Board procedures are followed and that the Company complies with applicable rules and regulations.
The majority of directors shall be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement, apart from their fees and shareholdings. Directors' service contracts will not exceed three years without shareholders' approval. There shall be full and clear disclosure of directors' total emoluments, including share options and the emoluments paid to directors shall be approved by shareholders.
Code of conduct
The Company shall operate within accepted corporate ethical standards and in compliance with its legal and regulatory obligations. The directors will use the power of their office only for proper purposes and discharge their duties in good faith and act honestly. They acknowledge that they owe a fiduciary relationship to the Company and its shareholders.
Directors shall act with skill, care and diligence expected of Directors of public companies and no director shall take improper advantage of nor make improper use of information gained through his/her position whilst in possession of market sensitive information that has not been released to the ASX.
All directors must disclose to the Board any actual or potential conflicts of interest which may exist or might reasonably be thought to exist between the interest of the Director and the interests of any other parties in carrying out the activities of the Company.
Right of Shareholders
The Company shall ensure that all shareholders have a right to participate in the affairs of the Company and in particular to encourage their attendance at and to ask and have answered relevant questions at General Meetings of the Company, any correspondence or enquires from shareholders shall be answered promptly and they shall be kept informed of all significant developments in the affairs of the Company.
Management of risk
The primary vehicle for the management of corporate risk will be the audit committee appointed by the Board. It shall be an additional function of that committee that it shall review systems of external control and areas of significant financial or property (including tenement title) risk and ensure arrangements are in place to contain such risks to acceptable levels.
In addition the Company shall ensure that appropriate insurance policies are kept current to cover all potential risks and shall investigate the provision of directors' and officers' professional indemnity insurance.
Performance of Directors and Officers
The Company has prepared the Robust Resources Limited Employee Share Option Deed which is intended to reward Directors and officers with options to purchase shares in the Company based upon meeting the terms and conditions prescribed therein.
Remuneration of Directors and Officers
The fees and emoluments paid to Directors shall be approved in advance by shareholders. The salary and emoluments paid to officers shall be approved by the Board. Executive officers and the managing director (if appointed) shall enter into Service Agreements which shall not exceed three years in duration (but shall be renewable). Consultants shall be engaged as required pursuant to service agreements. The Company shall ensure that fees, salaries and emoluments shall be in line with general standards for public listed companies of the size and type of the Company and that they shall not be excessive. All salaries of directors and statutory officers shall be disclosed in the Annual Report of the Company each year.
Recognition of interests of shareholders
All shareholders shall be kept informed of major developments in the affairs of the Company by ASX announcements and copies of quarterly and other reports and releases shall be available to all shareholders upon request (where not otherwise required by regulation to be distributed). The Board shall seek shareholder approvals for any new issues of shares or options and shall, where possible, recommend bonus shares and dividend distributions to shareholders in line with the Company's financial achievements. Shareholders will be encouraged to attend all general meetings of the Company and to ask questions of the Board in relation to the Company's affairs thereat.