Corporate Governance StatementIn recognising the need for the highest standards of corporate behaviour and accountability, the directors of Republic have adhered to the principles of corporate governance. A description of the main corporate governance practices, as well as any disclosures required by the Australian Securities Exchange's "Principles of Good Corporate Governance and Best Practice Recommendations", is detailed in this section.
Role of the BoardThe Board of Directors of the Company is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
As the Board acts on behalf of shareholders, it seeks to identify the expectations of shareholders, as well as other ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuing arrangements are in place to adequately manage those risks.
The primary responsibility of the Board includes:
- formulation and approval of the strategic direction, objectives and goals of the Company;
- monitoring the financial performance of the Company, including approval of the Company's financial statements;
- ensuring that adequate internal control systems and procedures exists and that compliance with these systems and procedures is maintained;
- the identification of significant business risks and ensuring that such risks are adequately managed;
- the review of performance and remuneration of Executive Directors; and
- the establishment and maintenance of appropriate ethical standards.
The responsibility for the operation and administration of the Company is carried out by the Managing Director, who operates in an executive capacity, supported by senior professional staff. The Board ensures that this team is suitably qualified and experienced to discharge their responsibilities, and assesses on an ongoing basis the performance of the management team, to ensure that management's objectives and activities are aligned with the expectations and risks identified by the board.
Board MeetingsDirectors meet at Board Meetings regularly throughout the year. As well as formal meetings of directors, executive and non-executive directors are in frequent communication by way of telephone.
Composition of the BoardWhen the need for a new director is identified, selection is based on the skills and experience of prospective directors, having regard to the present and future needs of the Company. Any director so appointed must then stand for election at the next Annual General Meeting of the Company.
Independence of DirectorsUnder ASX guidelines two of the current board is considered to be an independent director. Mr Ray Shorrocks is Independant Chairman. Dr. David King is an independant Director. Mr Peter Wicks is a non-executive Director. Accordingly the Board is considered to be appropriate for the size of the Company and the nature of its operations and is a cost effective structure for managing the Company.
Conflicts of InterestThe Directors must keep the company informed, on an ongoing basis, of any interest that could potentially conflict with those of the company. Where the Board believes a significant conflict exists, the director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered.
Access to Independent AdviceDirectors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company's expense. Prior approval of the Chairman is required, which will not be unreasonably withheld.
Board CommitteesIn view of the size of the Company and the nature of its activities, the Board has considered that establishing formally constituted committees for audit, board nominations and remuneration would contribute little to its effective management. Accordingly audit matters, the nomination of new Directors and the setting, or review, of remuneration levels of Directors and senior executives are reviewed by the Board as a whole and approved by resolution of the Board (with abstentions from relevant Directors where there is a conflict of interest). Where the Board considers that particular expertise or information is required, which is not available from within their number, appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.
Code of ConductIn view of the size of the Company and the nature of its activities, the Board has considered that an informal code of conduct is appropriate to guide executives, management and employees in carrying out their duties and responsibilities.
Risk Management & Internal ControlsThe Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that activities are aligned with the risks and opportunities identified by the Board. The company believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee.
- The Board has a number of mechanisms in place to ensure that management's objectives and activities are aligned with the risks identified by the Board. These include the following:
- Board approval of all acquisitions/farm-ins/farm-outs of mineral projects
- The receipt of regular financial information
- The approval of budgets on all significant mineral projects and monitoring of budgets
Remuneration PoliciesThe remuneration policy of Republic has been designed to align director objectives with shareholder and business objects by providing a fixed remuneration component and offering specific long-term incentives. The Board of Republic believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the consolidated entity as well as create goal congruence between directors and shareholders.
The Board's policy for determining the nature and amount of remuneration for Board members is as follows:
The remuneration policy, setting the terms and conditions for the executive director was developed by the Board. All executives receive a base salary (which is based on factors such as length of service and experience), superannuation, options and incentives. The Board reviews executive packages annually by reference to the consolidated entity's performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Board determines payments to the non executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the consolidated entity. However, to align directors' interest with shareholder interests, the directors are encouraged to hold shares in Republic.
The Company currently has no performance based remuneration component built into director and executive remuneration packages.
Share Trading PolicyDealings are not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act 2001 prohibits the purchase or sale of securities whilst a person is in possession of inside information.
Audit & Auditor IndependenceThe external auditor is Lawler Draper Dillon, Level 12, 440 Collins Street, Melbourne. Victoria, 3000.
Communication with ShareholdersThe Board of Directors aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the Directors and the Company. Information is communicated to shareholders and the market through:
- the Annual Report which is distributed to all shareholders;
- other periodic reports which are lodged with ASX and available for shareholder scrutiny;
- other announcements made in accordance with ASX Listing Rules;
- special purpose information memoranda issued to shareholders as appropriate;
- the Annual General Meeting and other meetings called to obtain approval for board action as appropriate; and
- the Company's website.