The Company is listed on both the NEX Exchange and the Australian Securities Exchange (“ASX”).
The Company is not required to comply with the provisions of the Governance Code or the Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 published by the Quoted Companies Alliance.
However, the Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the Governance Code, the QCA Guidelines and the ASX Corporate Governance Principles and Recommendations insofar as they are appropriate given the Company’s size and stage of development. The Board of Directors comprises three executive directors and two non-executive directors. The executive directors, being David Lenigas, Donald Strang and Greg Lee are not considered to be independent. The Board has determined that the non-executive director, Glenn Whiddon is independent.
Audit and Risk Management Committee
The Audit and Risk Management Committee comprises of Glenn Whiddon, Hamish Harris and Donald Strang and is chaired by Glenn Whiddon. The Committee is expected to meet at least twice a year and otherwise as required. A non-executive director must be present at the meeting to form a quorate. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises Hamish Harris and Glenn Whiddon and is chaired by Hamish Harris. It is expected to meet not less than twice a year and at such other times as required. The Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives.