The audit and risk committee (the "Audit Committee") is a committee of the Board of Directors that supports the Board of Directors in fulfilling its requirements with respect to financial reporting, internal accounting controls and auditing matters. The Audit Committee is required to comply with laws, regulations and stock exchange requirements, which inter alia require that the majority of the members are independent and at least one of the independent members shall have relevant qualifications within accounting/auditing. As of the date of this Prospectus, the Audit Committee consists of Mr. Wilson (Chairman), Mr. Matthews and Mr. Couch. The Audit Committee is appointed by and amongst the members of the Board of Directors. Mr. Wilson satisfies the criteria of being both independent from management and competent in accounting.
According to the Company's Audit and Risk Committee Charter, the Audit Committee shall consist of at least three members appointed by the Board of Directors. All members of the committee must be non-executive directors and a majority of the members must be independent.
The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its statutory and fiduciary responsibilities relating to:
the quality and integrity of the Company's financial statements, accounting policies and financial reporting and disclosure practices;
compliance with all applicable laws, regulations and company policy;
the effectiveness and adequacy of internal control processes;
the performance of the Company’s external auditors and their appointment and removal;
the independence of the external auditor and the rotation of the lead engagement partner; and
the identification and management of business risks.
A secondary function of the Committee is to perform such special reviews or investigations as the Board of may consider necessary may consider necessary.
Continuous Disclosure Committee
In accordance with the Company's Corporate Governance Plan, the Company has established a Continuous Disclosure Committee, which currently consists of the following members: Dr. King (Chairman), Mr. Matthews and Mr. Moe.
The Continuous Disclosure Committee shall be comprised of at least three Directors, the majority being independent non-executive directors. The committee is chaired by an independent director appointed by the Board of Directors.
The Continuous Disclosure Committee is charged with the responsibility for the development and oversight of the policy and procedures applicable to the Company’s continuous disclosure obligations. In particular, the Continuous Disclosure Committee is charged with the responsibility of ensuring that any exchange announcement concerning operational or geological activities, updates, results or statements of similar nature are reviewed and signed off by an appropriately qualified person from the senior management of the Company who is independent from the Company's larger shareholders, or an appointed independent adviser, which may include the competent person, and that their name, position and qualifications are included in the notification together with a statement to the effect that they have reviewed the information contained therein.
The Board has established a Remuneration Committee with specific powers delegated under the Company’s Remuneration Committee Charter. The charter sets out the committee’s function, composition, mode of operation, authority and responsibilities. The members of the committee are:
The remuneration policy of the Company, setting the terms and conditions of remuneration for the Directors, was approved by the Board as a whole.
The Company is an exploration entity, and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, Directors and senior executives are paid market rates associated with individuals in similar positions within the same industry. The remuneration may consist of a salary, bonuses, or any other element but must not be a commission on, or percentage of, operating revenue.
All remuneration paid to Directors is valued at the cost to the Company and expensed. Options are valued using the Black-Scholes methodology.
The Board’s policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Board as a whole determine payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. The maximum aggregate amount of cash fees that can be paid to Non-Executive Directors is US$661,443 (A$900,000) or such other amount approved by shareholders. Fees for Non-Executive Directors are not linked to the performance of the Company.
Please review our annual report.