Corporate Governance Statement
The Board of Directors of Mawson West Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Mawson West Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.
Mawson West Limited's Corporate Governance Statement is structured with reference to the Corporate Governance Council's principles and recommendations, which are as follows:
Principle 1
Lay solid foundations for management and oversight
The board of directors is responsible for the overall corporate governance of the company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The primary responsibilities of the board include responsibility for:- oversight of the company, including its control and accountability systems,
- appointing and removing the chief executive officer (or equivalent),
- ratifying the appointment and, where appropriate, the removal of the chief financial officer (or equivalent) and the company secretary,
- input into and final approval of management's development of corporate strategy and performance objectives,
- reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance,
- monitoring senior management's performance and implementation of strategy, and ensuring appropriate resources are available,
- approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures,
- approving and monitoring financial and other reporting.
Principle 2
Structure the board to add value
2.1: A majority of the board should be independent directors.
The names of the directors of the company in office at the date of this statement are set out in the directors' report. Directors are appointed based on their experience and on independence of their decision-making and judgement.
In considering the status of directors as independent directors the company has regard to the following An independent director is a non-executive director (ie is not a member of management) and:- is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company,
- within the last three years has not been employed in an executive capacity by the company or another group member, or been a director after ceasing to hold any such employment,
- within the last three years has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided,
- is not a material supplier or customer of the company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer,
- has no material contractual relationship with the company or another group member other than as a director of the company,
- has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company,
- is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the company.
Having regard to the above criteria, a majority of the board are not independent in accordance with Recommendation 2.1, however the board believes that the individuals on the board can make, and do make, quality and independent judgments based on the best interests of the company on all relevant issues. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the board meeting before commencement of discussion on the topic.
The board considers that the company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of additional independent non-executive directors.
2.2: The chairperson should be an independent director.
Mr Mark Stowell, the Chairman, is not independent director.Directors consider that the company does not comply with Principle 2.2 of the Principles of Good Corporate Governance, but that the non-compliance is reasonable for a company of this size and structure.
2.3: The roles of chairperson and chief executive officer should not be exercised by the same individual.
During the year, the company has employed Mr David Frances as Chief Executive Officer.Directors consider that the company complies with Principle 2.3 of the Principles of Good Corporate Governance.
2.4: The board should establish a nomination committee
The company does not have a formal nomination committee due to the scale and nature of the company's activities. The whole board meet to consider additional appointments to the board.Directors consider that the company complies with the intentions of Principle 2.4 of the Principles of Good Corporate Governance.
2.5: Provide the information indicated in Guide to reporting on Principle 2
The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report are disclosed in the directors' report included in the annual report.Not all of the directors are considered by the board to constitute independent directors. The company does not have fixed materiality thresholds.
Each director has the right to seek independent professional advice at the company's expense. However, prior approval of the chair is required, which is not unreasonably withheld.
No directors have fixed terms of office.
The company does not have a nomination committee for the reasons outlined in 2.4 above.
Any departures from best practice recommendations 2.1, 2.2, 2.3, 2.4 or 2.5 are included in those sections.
The board will review its composition on an annual basis to ensure that the board has the appropriate mix of expertise and experience. Where a vacancy exists, for whatever reason, or where it is considered that the board would benefit from the services of a new director with particular skills, the board will select appropriate candidates with relevant qualifications, skills and experience.
Directors consider that the company complies with Principle 2.5 of the Principles of Good Corporate Governance.
Principle 3
Promote ethical and responsible decision-making
3.1: Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to:
3.1.1 the practices necessary to maintain confidence in the company's integrity, and
3.1.2 the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
The board's policy for the directors and management is to conduct themselves with the highest ethical standards. All directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the company.The company has adopted a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders including employees, clients, customers, government authorities and the community as a whole.
Directors consider that the company complies with Principle 3.1 of the Principles of Good Corporate Governance.
3.2: Disclose the policy concerning trading in company securities by directors, officers and employees.
The policy is as follows:Directors and senior executives (officers) must not buy or sell shares or securities in the company if they possess information which, if disclosed publicly, might have a material effect on the price or value of the company's shares. Directors through the company secretary must notify the ASX of any change in their share holdings within 3 business days of the transaction taking place.
Directors consider that the company complies with Principle 3.2 of the Principles of Good Corporate Governance.
3.3: Provide the information indicated in Guide to reporting on Principle 3.
This information is provided in this statement.Directors consider that the company complies with Principle 3.3 of the Principles of Good Corporate Governance.
Principle 4
Safeguard integrity in financial reporting
4.1: Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent) to state in writing to the board that the company's financial reports present a true and fair view, in all material respects, of the company's financial condition and operational results and are in accordance with relevant accounting standards.
The company secretary provides the board with this statement in relation to financial reports.Directors consider that the company complies with Principle 4.1 of the Principles of Good Corporate Governance.
4.2: The board should establish an audit committee.
Due to the company's size and structure at present it is not considered appropriate to have a formal audit committee.Directors consider that the company does not comply with Principle 4.2 of the Principles of Good Corporate Governance.
4.3: Structure the audit committee so that it consists of: only non-executive directors, a majority of independent directors, an independent chairperson, who is not chairperson of the board, at least three members.
Directors consider that Principle 4.2 of the Principles of Good Corporate Governance is not applicable.4.4: The audit committee should have a formal charter.
Directors consider that Principle 4.2 of the Principles of Good Corporate Governance is not applicable.4.5: Provide the information indicated in Guide to reporting on Principle 4.
Directors consider that the company complies with Principle 4.5 of the Principles of Good Corporate Governance to the extent applicable to the Company.Principle 5 Make timely and balanced disclosure
5.1: Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.
All directors and senior executives are required to have a general understanding of the matters that are and are not to be disclosed in accordance with the ASX Listing Rules.All matters concerning compliance with the listing rules are to be reported to the company secretary.
The chairman has primary responsibility for ensuring that the company complies with its disclosure obligations and is primarily responsible for deciding what information will be disclosed.
Directors consider that the company complies with Principle 5.1 of the Principles of Good Corporate Governance.
5.2: Provide the information indicated in Guide to reporting on Principle 5.
This information is provided in this statement.Directors consider that the company complies with Principle 5.2 of the Principles of Good Corporate Governance.
Principle 6
Respect the rights of shareholders
6.1: Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.
Information is communicated to shareholders as follows:- notices of all meetings of shareholders;
- all documents that are released publicly are made available on the company's website at www.mawsonwest.com.au.
6.2: Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.
Directors advise that the company complies with Principle 6.2 of the Principles of Good Corporate Governance.Principle 7
Recognise and manage risk
7.1: The board or appropriate board committee should establish policies on risk oversight and management.
The board monitors and if necessary receives advice on areas of operational and financial risk, and considers strategies for appropriate risk management arrangements.Specific areas of risk, which are identified, will be regularly considered at board meetings include performance of activities, human resources, the environment and continuous disclosure obligations.
7.2: The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that:
- the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board.
- the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
Matters of risk management and compliance are currently addressed by the board as a whole at this stage of the development of the company.Directors consider that the company complies with the intentions of Principle 7.2 of the Principles of Good Corporate Governance.
7.3: Provide the information indicated in Guide to reporting on Principle 7.
This information is provided in this statement.Directors consider that the company complies with Principle 7.3 of the Principles of Good Corporate Governance.
Principle 8
Encourage enhanced performance
8.1: Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives.
At this stage of the development of the company has informal procedures in place for performance evaluation of the board, its committees and individual directors, and key executives.Directors consider that the Company complies with Principle 8.1 of the Principles of Good Corporate Governance
Principle 9
Remunerate fairly and responsibly
9.1: Provide disclosure in relation to the company's remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.
At this stage of the development of the company has informal remuneration policies in place as it has a minimal number of employees.Directors consider that the company does not comply with Principle 9.1 of the Principles of Good Corporate Governance.
9.2: The board should establish a remuneration committee.
At this stage of the development of the company the whole of the board deals with remuneration matters.Directors consider that the company does not comply with Principle 9.2 of the Principles of Good Corporate Governance.
9.3: Clearly distinguish the structure of non-executive directors' remuneration from that of executives.
The remuneration of each director is set out in the directors' report included in the annual report.Directors consider that the company complies with Principle 9.3 of the Principles of Good Corporate Governance.
9.4: Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.
The company does not have equity-based executive remuneration, except for one tranche of restricted performance based options granted to one employee.Directors consider that with Principle 9.4 of the Principles of Good Corporate Governance is not applicable
9.5: Provide the information indicated in Guide to reporting on Principle 9.
This information is provided in this statement.Directors consider that the company complies with Principle 9.5 of the Principles of Good Corporate Governance.
Principle 10
Recognise the legitimate interests of stakeholders
10.1: Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.
The company has adopted a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders including employees, clients, customers, government authorities and the community as a whole.Directors consider that the Company complies with Principle 10.1 of the Principles of Good Corporate Governance.