This table on Corporate Governance Statement sets out the extent to which the group has followed the recommendations of the ASX Corporate Governance Principles and Recommendations - 3rd edition.
Principles and Recommendations Compliance Comment- Lay solid foundations for management and oversight
A listed entity should disclose:
the respective roles and responsibilities of its board and management; and
those matters expressly reserved to the board and those delegated to management.
Complies The group's Corporate Governance
Statement includes a Board Charter, which states the specific responsibilities of the Board and management. The Board delegates responsibility for the day to day operations and administration of the group to the executive director.
A listed entity should:
undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and
provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
Complies The Board has carried out checks on each director's character, experience, education and qualifications. No adverse information has been revealed from the checks on any director. The Board will carry out appropriate checks on each director before he or she is put forward for election.
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
Does not comply
There is no written agreement with each director. The Board will implement written agreement with each director and senior executive to formalise the mutual understanding of the terms of their appointment.
The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.
A listed entity should:
have a diversity policy which
Complies The appointment or removal of the
company secretary is made with Board's approval and the role and accountability of the company secretary is also approved by the Board.
Complies The Company has a Diversity Policy that sets measurable objectives and their achievements at the end of each financial
includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;
disclose that policy or a summary of it; and
disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either:
the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or
if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.
A listed entity should:
have and disclose a process for periodically evaluating the performance of the board, its committees and 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.
year will be reported at the time the annual report is released.
The Diversity Policy is disclosed on the Company's website www.ausmonresources.com.au.
It sets out the measurable objectives for achieving gender diversity set by the Board.
The operations of the Group during the financial year did not require an increase in Board members and number of personnel. Consequently no progress has been made towards achieving the objectives set out in the Diversity Policy.
The Company is not a "relevant employer" under the Workplace Gender Equality Act.
Complies The Board undertakes bi-annual self-
assessment of its collective performance and the performance of the Chairman. The Chairman undertakes a bi-annual assessment of the performance of individual directors.
A performance evaluation has been undertaken during the year and no action has been proposed from the process.
A listed entity should:
have and disclose a process for periodically evaluating the performance of its senior executives; and
disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
The Board undertakes bi-annual assessment of its senior executives.
A performance evaluation has been undertaken for the Managing Director/Company Secretary who is the only senior executive during the year and no action has been proposed from the process.
- Structure the Board to Add Value
The board of a listed entity should:
have a nomination committee which:
has at least three members, a majority of whom are independent directors; and
is chaired by an independent director,
and disclose:
the charter of the committee;
the members of the committee; and
as at the end of each reporting 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, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.
Does not comply
Complies
See disclosure under 2.1(b) below.
The Board does not have a nomination committee.
The Board consists of 4 persons: 3 independent directors (Mr B Patkin the Chairman, Mr G Zheng and Dr R Shaw) and one non-independent Director (Mr J Wang).
The Chairman in consultation with all the Directors assesses the composition of the Board for balance in skills, knowledge, experience, independence and diversity to recommend any additions and/or succession plans to the Board and as the
Company develops.
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 in its membership.
A listed entity should disclose:
the names of the directors considered by the board to be independent directors;
if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
the length of service of each director.
Complies The Board has a balanced mix of skills matrix.
The Chairman, Mr B Patkin is a broker experienced in funds raising, business management and corporate governance. Mr J Wang is a financial executive with corporate governance skills. Mr G Zheng is experienced in business management.
A new director, Dr R Shaw, has been appointed on 15 September 2016 to broaden the skills base of the Board to include technical knowledge in energy and mineral resources and management of public listed companies.
Complies The Board consist of 4 Directors:
Chairman Mr B Patkin is an independent director appointed in July 2014.
Mr J Wang is a founder director appointed in November 2008 and currently the Managing Director and Company Secretary, therefore not independent.
Mr G Zheng is a founder director appointed in November 2008 and an independent director since October 2014 when he ceased to be a substantial shareholder with no executive duties.
Dr R Shaw was appointed on 15 September 2016 and is presently an independent. However discussions are in progress for him to assume an executive role when he will cease to be independent.
A majority of the board of a listed entity should be independent directors.
Complies The Board consist of 3 independent non- executive directors Mr B Patkin, Mr G Zheng and Dr R Shaw, one non- independent Director, Mr J Wang who is the Managing Director and Company Secretary. However discussions are in progress for Dr R Shaw to assume an executive role when he will cease to be independent and the Company will not be complying with this recommendation 2.4.
The Company believes that the present size of its operations and current stage of its development do not justify the increased cost of a larger number of directors and that