Impact Minerals
 

Corporate Governance

The Board has responsibility for protecting the rights and interests of Shareholders and is responsible for the overall direction, monitoring and governance of the Company. Responsibility for managing the business on a day-to-day basis has been delegated to the Managing Director and the management team.

The Board is responsible for the overall corporate governance of the Company and its subsidiaries. Responsibilities and Functions of the Board Under the Board Charter, the Board's responsibilities include:

  • setting the strategic direction of the Company, establishing goals to ensure that these strategic objectives are met and monitoring the performance of management against these goals and objectives;
  • ensuring there are adequate resources available to meet the Company's objectives;
  • appointing the Managing Director, evaluating the performance and determining the remuneration of senior executives, and ensuring that appropriate policies and procedures are in place for recruitment, training, remuneration and succession planning;
  • evaluating the performance of the Board and its Directors on an annual basis;
  • determining remuneration levels of Directors;
  • approving and monitoring financial reporting and capital management;
  • approving and monitoring the progress of business objectives;
  • ensuring that any necessary statutory licences are held and compliance measures are maintained to ensure compliance with the law and licence(s);
  • ensuring that adequate risk management procedures exist and are being used;
  • ensuring that the Company has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility;
  • ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company;
  • ensuring procedures are in place for ensuring the Company's compliance with the law; and
  • financial and audit responsibilities, including the appointment of an external auditor and reviewing the financial statements, accounting policies and management processes.

Composition of the Board

The Board consists of Dr Michael Jones, Managing Director, Dr Rodney Fripp, executive Director and Mr Peter Unsworth, non-executive Chairman.

The Constitution requires a minimum number of three Directors. The maximum number of Directors is fixed by the Board but may not be more than 10, unless the members of the Company in general meeting resolve otherwise.

The relevant provisions in the Constitution and the Corporations Act determine the terms and conditions relating to the appointment and termination of Directors. All non-executive Directors, other than the Managing Director, are subject to re-election by rotation every three years.

Identification of potential Board candidates includes consideration of the skills, experience, personal attributes and capability to devote the necessary time and commitment to the role.

Any changes to Directorships will, for the foreseeable future, be considered by the full Board subject to any applicable laws. Accordingly, a nominations committee has not been established.

Director Independence

No Director of the Company satisfies the criteria for independence as outlined in recommendation 2.1 of the ASX Corporate Governance Principles. However, given the size and scope of the Company's operations, the Board considers that it has the relevant experience in the exploration and mining industry and is appropriately structured to discharge its duties in a manner that is in the best interests of the Company and its Shareholders from both a long-term strategic and operational perspective.

Conflicts of Interest

In accordance with the Corporations Act and the Constitution, Directors must keep the Board advised, 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 will not receive the relevant papers and will not be present at the Board meeting whilst the matter is being considered.

Independent Professional Advice

In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at the Company's expense, subject to prior approval of the Chairman, whose approval will not be unreasonably withheld.

Board Committees

The Board considers that the Company is not currently of a size, or its affairs of such complexity, to justify the establishment of separate Board committees. Accordingly, at present all matters that may be capable of delegation to committees are dealt with by the full Board.

Ethical Standards and Best Practice Commitment

The Board believes that the success of the Company has been and will continue to be enhanced by a strong ethical culture within the organisation. As the Company grows, the need to ensure that ethical standards remain has led the Board to embrace policies to ensure that all Directors, executives and employees act with the utmost integrity and objectivity in their dealings with all people that they come in contact with during their employment with the Company.

The Company is committed to achieving and maintaining high standards of conduct and to 'institutionalise' good corporate governance and generally build a culture of best practice.

Code of Conduct

The Company has established a Code of Conduct which aims to develop a consistent understanding of, and approach to, the desired standards of conduct and behaviour of the Directors, officers, employees and consultants in carrying out their roles for the Company.

Corporate Governance Policies

The Board has adopted the following corporate governance policies:

Continuous Disclosure

The Board places a high priority on communication with Shareholders and is aware of the obligations it will have, once listed, under the Corporations Act and ASX Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of the Company's securities.

The Company has adopted policies which establish procedures to ensure that Directors and management are aware of and fulfil their obligations in relation to the timely disclosure of material price sensitive information.

Communication with Shareholders

The Board recognises the importance of communicating regularly with Shareholders and aims to have transparent and effective communications. The Company will post all reports, ASX and media releases and copies of significant business presentations and speeches on the Company's website at:
www.impactminerals.com.au
Shareholders will be encouraged to attend and participate in General Meetings.

Share Trading

The Company has in place a share trading policy which restricts all Directors, employees or consultants of the Company from dealing in shares of the Company whilst in possession of price sensitive information or passing on price sensitive information to other parties to buy or sell the Company Shares.

In addition to insider trading prohibitions arising from the Corporations Act, Directors, executive officers and senior management are prohibited from trading as follows:

  • No Director or executive officer should buy or sell Shares without the prior approval of the Chairman.
  • The Chairman should not buy or sell Shares without the prior approval of the Board or the next most senior Director.
  • Unless there are unusual circumstances, the recommended time for trades in Shares by Directors and members of senior management is limited to the 4 week period after the Company's annual general meeting or release of quarterly activities report, half-yearly results, annual results or a disclosure document, provided the person is not in possession of inside information at the relevant time.
  • Directors and senior management are generally prohibited from trading Shares for a short term gain.

Before trading in the Company's Shares, Directors, employees and consultants must advise the Company Secretary of their intention to trade and confirm that they are not aware of any unpublished market sensitive information.

Confidentiality

In addition to obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants.

Please contact us if you require copies of any of the Corporate Governance documents.