Corporate Governance

Corporate Governance

The Company is listed on 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 one executive director and two non-executive directors. The executive director, Greg Lee is not considered to be independent. The Board has determined that the non-executive chairman, Keith Coughlan, and non-executive director, Mark Freeman, are independent.

Audit and Risk Management Committee

The Audit and Risk Management Committee comprises of Keith Coughlan, Mark Freeman and  Greg Lee and is chaired by Mark Freeman. 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 Keith Coughlan, Mark Freeman and Greg Lee, and is chaired by Keith Coughlan. 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.

Other Corporate Governance Matters

  • The legal and regulatory obligations with which the investment must comply as a consequence of the Company’s public status including restrictions on dealing in the Company’s shares;
  • Ensuring that the investment provides the Company with the information needed by the Company to make such disclosures as are required under the Regulatory Rules;
  • The procedures and policies with which the investment must comply regarding communication of material information regarding the investment and a restriction on the publication of any price sensitive information without the prior approval of the Company;
  • The monthly reporting requirements of the Company in relation to the investment including, where appropriate, management accounts; annual budgets and forecasts.

In accordance with Regulatory Rules for Companies, Doriemus has adopted a share dealing code for the Directors and senior employees and will take steps to ensure compliance by the Directors and any relevant employees with the terms of the code.