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Agrimin : Corporate Governance Statement
Agrimin : Corporate Governance
About this update from Agrimin Limited
only ABN 15 122 162 396 Corporate Governance Statement use For the Financial Year Ending 30 June 2021 This Corporate Governance Statement is current as at 30 June 2021 and has been approved by the Board of Agrimin Limited ( the Company ) on 9 September 2021. personalFor This Corporate Governance Statement discloses the extent to which the Company has, during the financial year e ding 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what, if any, alternative governance practices were adopted in lieu of the recommendation during that period. The Company's Corporate Governance Policies are available on the Company's website at www.agrimin.com.au . www.agrimin.com.au Recommendations (4th Edition) Comply Explanation Principle 1: Lay solid foundations for management and oversight only Recommendation 1.1 Yes The Company has adopted a Board Charter that sets out the A listed entity should have and disclose a functions of the Board including specific roles and responsibilities of the Board and its committees (when charter which sets out the respective roles established), the Chair and management and includes a and responsibilities of the Board, the Chair description of those matters expressly reserved to the Board and management, and includes a description and those delegated to management. of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board's composition, the roles and responsibilities of the Chair and Company Secretary, Directors' access to Company records and information, use details of the Board's relationship with management and details of the Board's performance review. A copy of the Company's Board Charter is available in the Corporate Governance section on the Company's website. Recommendation 1.2 Yes The Company has adopted a People and Remuneration A listed entity should: Committee Charter that provides guidelines for the selection, appointment and remuneration of the Board, undertake appropriate checks before Senior Management and employees and the provision of appointing a person, or putting forward relevant information to shareholders. The People and to security holders a candidate for Remuneration Committee Charter requires that prior to personal election, as a Director; and appointing a director or recommending a new candidate provide security holders with all for election as a director, that appropriate checks are material information relevant to a undertaken as to the person's character, experience, decision on whether or not to elect or education, criminal record and bankruptcy history. The re- elect a Director. Company has undertaken, and will continue to undertake these checks as part of the process of appointing a director or recommending a new candidate for election as a director. The People and Remuneration Committee Charter also requires that prior to recruitment of Senior Management, similar checks are undertaken. The People and Remuneration Committee Charter, requires monitoring and public reporting of remuneration policies and arrangements for the Chief Executive Officer, other members of Senior Management and the Board. The People and Remuneration Committee Charter, requires that all material information relevant to a decision on whether or not to elect or re-elect a director must be provided to security holders in the Notice of For Meeting containing the resolution to elect or re-elect a director. The Company has provided such information in the past and will continue to ensure that such information will be provided to security holders in the future. Recommendation 1.3 Yes The Company has adopted a People and Remuneration A listed entity should have a written Committee Charter that requires the Company to ensure that each director and member of Senior Management is a party agreement with each Director and senior to a written agreement with the Company which sets out the executive setting out the terms of their terms of that director's or manager's appointment. appointment. The Company has had written agreements with each of its directors and Senior Managers for the past financial year. Agrimin Limited - Corporate Governance Statement page | 1 For personal use only Recommendations (4th Edition) Comply Explanation Recommendation 1.4 Yes The Company has adopted a Board Charter that outlines the The company secretary of a listed entity roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary should be accountable directly to the Board, reports to the Board through the Chair and is responsible for through the Chair, on all matters to do with monitoring the extent that Board policy and procedures are the proper functioning of the Board. followed, and coordinating the timely completion and dispatch of Board agenda and briefing material. All directors have access to the Company Secretary. Recommendation 1.5 Partially The Company has adopted a Diversity Policy which A listed entity should: provides a framework for the Company to establish and achieve measurable diversity objectives, including in have a diversity policy which includes respect of gender diversity. The Diversity Policy allows requirements for the Board or a the Board to set measurable gender diversity objectives, relevant committee of the Board to set if considered appropriate, and to assess annually both measurable objectives for achieving the objectives if any have been set and the Company's gender diversity and to assess annually progress in achieving them. both the objectives and the entity's A copy of the Company's Diversity Policy is available in progress in achieving them; the Corporate Governance section on the Company's disclose that policy or a summary or it; website. and The Board did not set measurable gender diversity disclose as at the end of each reporting objectives for the past financial year. period: The respective proportions of men and women on (i) the measurable objectives for the Board, across the whole organisation for the past achieving gender diversity set by financial year is disclosed below: the Board in accordance with the Female Male entity's diversity policy and its progress towards achieving them; Board 0% 100% and Senior Management 20% 80% (ii) either: Whole organisation 21% 79% (A) the respective proportions of men and women on the The Company was not a "relevant employer" under the Board, in senior executive Workplace Gender Equality Act as it did not have 100 or positions and across the more employees in the past financial year. whole organisation (including how the entity has defined "senior executive" for these purposes); or (B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in the Workplace Gender Equality Act. Recommendation 1.6 Yes The Board is responsible for evaluating the performance A listed entity should: of the Board, its committees, the chair of the Board and individual directors. have and disclose a process for The Board completed to its satisfaction a review of periodically evaluating the performance board and director performance in relation to the past of the Board, its committees and financial year. individual Directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Agrimin Limited - Corporate Governance Statement page | 2 Recommendations (4th Edition) Comply Explanation Recommendation 1.7 Yes The People and Remuneration Committee Charter only A listed entity should: defines responsibility for evaluating the performance of the Company's Chief Executive Officer and for approving have and disclose a process for changes to remuneration or contract terms of the Chief periodically evaluating the performance Executive Officer. of its senior executives; and The Board completed a formal performance evaluation disclose, in relation to each reporting in respect of the Chief Executive Officer and Senior period, whether a performance Management during the past financial year. evaluation was undertaken in the reporting period in accordance with that process. Principle 2: Structure the Board to add value use Recommendation 2.1 No Under the Board Charter, the Board takes responsibility The Board of a listed entity should: for board structure, performance and succession planning, given that the Company is a small exploration have a nomination committee which: company with only four directors, of which three are (i) has at least three members, a non-executive. majority of whom are independent A copy of the Company's Board Charter is available in Directors; and the Corporate Governance section on the Company's (ii) is chaired by an independent website. Director, As part of its annual performance review and as a personal and disclose: regular agenda item the Board considers succession (iii) the charter of the committee; issues, the skills, experience, independence and (iv) the members of the committee; knowledge of the entity of its members. All Board members would be involved in the Company's and (v) as at the end of each reporting nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively. For Recommendation 2.2 Yes Under the Board Charter the Board is required to prepare a A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to Board skill matrix setting out the mix of review this at least annually against the Company's Board to skills and diversity that the Board ensure the appropriate mix of skills and expertise is present currently has or is looking to achieve in its to facilitate successful strategic direction. membership. A copy of the Board skills matrix is available in the Corporate Governance section on the Company's website. Agrimin Limited - Corporate Governance Statement page | 3 Recommendations (4th Edition) Comply Explanation Recommendation 2.3 Yes Under the Board Charter, the Company is required to only A listed entity should disclose: disclose in its annual report the names of directors considered by the Board to be independent. The the names of the Directors considered Company's Chair Mr Seville and non-executive director by the Board to be independent Mr Sampson are considered to be independent Directors; directors. if a Director has an interest, position, Under the Board Charter, the Company is required to association or relationship of the type disclose in its annual report if a director has an interest, described in Box 2.3 of the ASX position or relationship which may be perceived to Corporate Governance Principles and compromise a director's independence. Recommendation, but the Board is of The Company's Chair Mr Seville and non-executive the opinion that it does not director Mr Sampson are considered to be independent, compromise the independence of the use notwithstanding that they have received performance- Director, the nature of the interest, based remuneration under the Company's employee position, association or relationship in incentive scheme. question and an explanation of why the Board is of that opinion; and The Company's Chief Executive Officer Mr Savich is not the length of service of each Director considered independent due to his management responsibility for the business. Non-executive Director Mr Pismiris is not considered independent due to his role of Company Secretary. Under the Board Charter, the Company is required to personal disclose in its annual report the length of service of each director and does so. appropriate professional development No of the Company and that they can effectively discharge their Recommendation 2.4 The Company's Board Charter requires that, where practical, A majority of the Board of a listed entity the majority of the Board should be independent. The Board should be independent Directors. did not have an independent majority during the past financial year. The Board considers the composition of the Board is appropriate in the context of the size of the Board and the Company and the scope and scale of the Company's operations. Recommendation 2.5 Yes The Company's Board Charter provides that, where practical, The Chair of the Board of a listed entity the Chair of the Board should be an independent director and should not be the Chief Executive Officer. should be an independent Director and, in particular, should not be the same person as The current Chair Mr Seville, is independent and is not the the CEO of the entity. Chief Executive Officer of the Company. Recommendation 2.6 Yes The Company Secretary together with assistance of the A listed entity should have a program for Board, is responsible for implementing an induction program for new directors to ensure that they gain an understanding inducting new Directors and providing For opportunities for continuing Directors to responsibilities. The Company Secretary assists in the facilitation of inductions and professional development. The develop and maintain the skills and Board is responsible for ensuring directors are provided knowledge needed to perform their role as a opportunities for ongoing professional development. Director effectively. Principle 3: Act ethically and responsibly Recommendation 3.1 Yes A copy of the Company's Values Statement is available in the A listed entity should articulate and disclose Corporate Governance section on the Company's website. its values. Agrimin Limited - Corporate Governance Statement page | 4 This is an excerpt of the original content. To continue reading it, access the original document here .