The Board of Directors are responsible for guiding and monitoring the Company on behalf of shareholders and are accountable to them for creating and delivering value through the effective governance of the business.
AGI’s vision is to be a Effective, profitable, safe and growing iron ore producer, and is the choice of employees, investors, customers and the communities. The Company’s vision is achieved by effective collaboration of Board of Directors, Leadership Team, employees and its independent contractors and consultants. The leadership of the Company will guide and support the maximization of profitability while ensuring operations are sustainable and growth opportunities are captured in a timely and efficient manner. This will be performed under an umbrella of effective corporate governance standards.
This Corporate Governance Statement outlines the Company's corporate governance systems, procedures and practices. and the ASE Corporate Governance Council's Corporate Governance Principles and recommendations have been used as the basis to develop AGIS’s corporate governance systems, procedures and practices as applicable to the Company.
The Board continues to assess these in line with the Company's development and growth to ensure that AGI continue to deliver value and remains accountable to its Shareholders.
1.BOARD OF DIRECTORS
1.1. Roles and Responsibilities.
The Board Charter outlines the Board's authority and responsibilities to determine all matters relating to the strategic direction and the operation of the Company including guiding the management in establishing goals policies and practices. The monitoring and ultimate control of the business of the Company is vested in the Board which is specifically responsible for the following:
In conjunction with Management, the Board of Directors ensures that the Company acts legally and responsibly on all matters.
As determined by the Company's Corporate Governance Policies, the role of the Chief Executive Officer and Managing Director will be performed by only one person given the Company's current scope and present size. The responsibility for the day-to-day management and administration of the Company is delegated by the Board to the Managing Director.
The Board ensures that the Managing Director and the Management team is appropriately qualified and experienced to discharge the responsibilities effectively and periodically asses .the performance of the executive management.
The following mechanisms are in place to ensure the alignment of Management's objectives with the objectives of the Board:
The Board currently comprises five members; including the Chairman and independent Non-Executive Directors.
With the majority of the Board holding Non-Executive positions, the Board ensures it has extensive access to management and maintains a regular dialogue with the Senior Management team. In addition, the CEO/Managing Director and the Chief Financial Officer attend monthly Board meetings where they make presentations and participate in discussions.
At present AGI believes the composition is the most appropriate for the current level of business operations.
1.3. Skills, Knowledge, Experience and Attributes of Directors
The Board considers that a diverse range of skills, experience and knowledge are fundamental to achieve its objectives. The Board ensures that, collectively, it has the appropriate mix of skills and experience necessary to properly fulfill its responsibilities, including:
The current Board brings to AGI a diverse range of skills and experience. The Board comprises of chartered accountants, mining engineers and geologists each with considerable experience in the areas of mining, corporate advisory, financial management and accounting. The skills, experience and expertise relevant to the position of each Director who is in office at the date of the this report and their term of office are detailed in the section of Board members & Key personnel. Members of the Board are encouraged and endeavor to continually improve their skills and industry knowledge.
The role of the Chairman is to ensure that the Board operates in accordance with the Board Charter and ensures that the interests of the shareholders are maintained. The Chairman facilitates communication between the Board and the Managing Director, represents the Board to shareholders, initiates discussion and debates at Board meetings and plays a lead role in assessing the composition of skills and experience of the Board.
1.5. Fiduciary Duties
All the directors have a fiduciary relationships with the share holders of the company. A director occupies a unique position of trust with shareholders, which makes it unlawful for directors to improperly use their position to gain advantage for themselves.
1.6. Duties of Directors
Each director must endeavor to ensure that the company is properly managed so as to protect and enhancing the interests of share holders. To this end, directors need to devote sufficient time and effort to understand the Company's operations. Directors should ensure that shareholders and the AGI are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.
1.7. Conflict of Interest
At all times a director must be able to act in the interests of the Company. Where the interests of associates, the personal interest of a director or a director's family may conflict with those of the Company, then the director must immediately disclose such conflict and either:
Executive Directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as Directors.
The AGI Corporate Governance recommendations are used as a guideline to determine the independent status of a director.
An independent director:
1.9. Terms of Appointment
Each Director on the Board is bound by the terms and conditions of their Director contracts, these contracts clearly define their roles and responsibilities as Directors.
The Directors are required to perform their fiduciary duties with due care and skill and they are required to spend sufficient time in performance of these duties, as outlined in their contracts.
The contractors require Director to disclose any conflicts of interest or any changes in interest that would be received to affect their independence.
1.10. Independent Advice
The Directors have the right to seek independent professional advice on matters relating to their position as Directors of the Company at the Company expense, subject to the prior approval of the Chairman, which shall not be reasonably withheld.
1.11. Remuneration Policy
The Remuneration policy governs the remuneration practices of the Company. The Remuneration Committee shall review and reassess the policy at least annually and obtain the approval of the Board.
Refer to the Remuneration Report for the details of the remuneration policies.
1.12. Security Trading Policy
The Company has a Security Trading Policy which regulates dealings by Directors, officers and employees in securities of the Company. The policy restricts Directors and employees from acting on inside information until it has been released to the market and adequate time has been given for this to be reflected in the security's price. All dealings in securities must be disclosed to the Company Secretary.
The Board holds monthly Board meetings.
Any Director may call a meeting of the Board of Directors by giving reasonable notice to the members of the Board. The meetings held allow the Directors to fulfill their duties as Directors and devote sufficient time and attention to the Company.
During the year ended 30 June 2013, 16 Board meetings were held. Attendance by the Directors at Board and Board Committee meetings is disclosed in the Directors' report. The Chief Financial Officer and senior management personnel are invited to attend the Board meetings to present key operational and financial information.
1.14. Company Secretary
The Company Secretary facilitates the Board in fulfilling its roles by ensuring Board procedures are complied with and advises on corporate governance matters.
1.15. Review, Re-election and Renewal
In accordance with the constitution of the Company, the Directors (other than the CEO/Managing Director) must offer themselves for re-election by shareholders at least every three years. The Board does not specify the maximum term for which a director can hold office.
2. BOARD COMMITTEES
The Board has established Board Committees to assist it in delegating its authority to effectively carry out its corporate governance objectives.
The Board has not established a Nomination Committee at this time. Until such time as the Board determines that it is appropriate to establish a Nomination Committee, the function of the Nomination Committee as set out in the Board Charter will be performed by the Board.
2.1. Remuneration Committee
The Remuneration Committee was established to perform the following principle functions:
In consultation with the Managing Director, the Committee will formulate policies surrounding the Company's general approach to remuneration and will oversee the implementation of these policies.
2.2. Audit Committee
The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities relating to the accounting and reporting practices of the Company.
The Committee will:
2.3. Risk Management Committee
The Risk Management Committee determines the Company's risk profile and is responsible for overseeing and approving the risk management strategy and policies, internal compliance and internal control. The Company's process of risk management, internal compliance and control includes:
To mitigate these risks, the Company has developed a range of
risk management policies and procedures including monthly board meetings weekly reports setting out operational and financial updates that are circulated to the Board, periodic audits, and a rigorous appraisal and approval process of project performed by Management and Board.
It is the responsibility of both the CEO/Managing Director and the Chief Financial Officer to provide written assurances to the Board that in all material respects:
3. CODE OF CONDUCT
The Company has approved a Code of Conduct policy that is part of its Board Charter. The policy aims to encourage the appropriate standards of conduct and behavior of the directors, officers, employees and contractors (collectively called the employees) of the Company.
The General principles of the Code ensure:
Employees have an obligation, to comply with the spirit as well as the letter, of the law and with the principles of the Code of Conduct;
Employees who breach the policies outlined in the Code may be subject to disciplinary action, including, in the case of serious breaches, dismissal.
The Company is committed to conducting all it’s operations in a manner which:
All employees (including Directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
This policy is reviewed annually.
4. MARKET DISCLOSURES
The Company recognizes the value of providing current and relevant information to its shareholders.
A Continuous Disclosure Policy is in place, which outlines the disclosure obligations of the Company as required under the Company’s Act and the securities exchange listing rules. The policy ensures that procedures are in place so that the stock market in which the Company's securities are listed is properly informed of price sensitive matters.
The CEO/Managing Director and company secretary have been appointed as the Company's disclosure officers responsible for implementing and administering the continuous disclosure Policy
and have the primary responsibility for communication with shareholders. Information is communicated to shareholders through:
The Company is committed to the promotion of investor confidence by ensuring that trading in the Company's securities takes place in an efficient, competitive and informed market.
The Company believes that communicating with shareholders by electronic means, particularly through its website, is an efficient way of distributing information in a timely and convenient manner. The website contains the annual, half yearly and quarterly reports, Securities exchange announcements and Company presentations. All website information will be continuously reviewed and updated to ensure that information is current, or appropriately dated and archived.
Written Communication and the Annual Report
Shareholders have been given the opportunity to elect to receive a printed or electronic copy of the annual report from the Company.
In addition, the company publishes its annual report on the company’s website and notifies all shareholders of the web address where they can access the annual report.
Annual General Meetings
The Company recognizes the rights of shareholders and encourages the effective exercise of those rights through the following means:
The Board of AGI believe that diversity in the Board and Senior Management is necessary to achieve the Company's objectives. The Board is currently assessing its current practices to account for diversity of key management personnel. In line with the recent corporate governance proposals and depending on the results of the assessment, the Board will amend current policies to formalize diversity considerations into a plan to take into account diversity criteria including race, gender and geographic location.
6. CONFORMANCE WITH CORPORATE GOVERNANCE STANDARDS
AGI’s compliance with the governance standards imposed by the Company’s Act of United states of America and the Securities exchange Listing Rules and the recommendations provided by the American Securities Investments Commission policy and the Corporate Governance Council's Corporate Governance Principles and recommendations are summarized in this Corporate Governance Statement.
The Board is required to consider the application of the relevant corporate governance principles, while recognizing the departures from those principles, where appropriate in some circumstances. Compliance and any deviations from the Corporate Governance standards and recommendations have been disclosed in this Corporate Governance Statement.
Further information relating to the Company's corporate governance practices and policies have been made publicly available on the Company's website at www.anviglobal.com.