Nexus Minerals Limited (the Company) and the Board are committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders.
The disclosure of corporate governance practices can be viewed on the Company website at www.nexus-minerals.com
The directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed.
Corporate Governance ComplianceA description of the Company's main corporate governance practices are set out below. All these practices, unless otherwise stated, have been in place for the financial year ended 30 June 2016. The Company has considered the ASX Corporate Governance Principles and the corresponding Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.
Disclosure of Corporate Governance PracticesPrinciple | Conform | Disclosure |
1. Lay Solid Foundations for Management and Oversight | ||
| Yes | The Directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed. The Board has sole responsibility for the following:
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Day to day management of the Company's affairs and the implementation of the corporate strategy and policy initiatives are undertaken by the CEO and his performance is monitored and evaluated by the Board. Some Board functions may be handled through Board Committees. These committees are appointed when the size and scale of operations requires. However, the Board as a whole is responsible for determining the extent of powers residing in each Committee and is ultimately responsible for accepting, modifying or rejecting Committee recommendations. | ||
| Yes |
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1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | Yes | Each senior executive and executive Director has a formal employment contract and non-executive Directors have a letter of appointment. |
1.4 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. | Yes | The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. |
1.5 | A listed entity should:
| No | The Company has not adopted a formal diversity policy. The Company respects and values the benefit of diversity throughout the Company in order to enrich the Company's perspective, improve corporate performance, increase Shareholder value and maximise the probability of achievement of the Company's goals. However, given the size and nature of the Company's current operations, the Company has not implemented a formal policy or set measurable goals with respect to diversity. Gender diversity table: Number Women employees in the Group: 2 of 4 Women in senior executive positions: 0 of 1 Women on the Board: 0 of 4 |
1.6 | A listed entity should:
| Yes | The Chairman is responsible for evaluation of the Board and committees as and when considered appropriate. The review is based on the goals for the Board and individual Directors. The goals are based on corporate requirements and any areas for improvement that may be identified. The Chairman will provide each Director with confidential feedback on his or her performance. No formal review was undertaken during the reporting period. Evaluation of the Board is currently carried out on a continuing and informal basis. A formal process will be put in place when the Board considers it is justified by the level of the Company's operations. |
1.7 | A listed entity should:
| Yes | The Board is responsible for the evaluation of senior executives. No formal periodic review of senior executives was undertaken during the reporting period with evaluation of management carried out on continuing basis by the Chairman. All directors and senior executives report to the Board as to their area of responsibility at each Board meeting, if required. |
2. Structure the Board to Add Value | ||
| No Yes | A nomination committee has not been established although a nomination committee charter has been adopted. The current size of the Board and the level of operations do not warranted a separate committee with the role and processes of a nomination committee being assumed by the full Board. When circumstance require, the Board considers the necessary skills, knowledge and experience of the Board and management and seeks to fill any gaps in these areas as appropriate. |
2.2 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. | Yes | The Board has identified that the appropriate mix of skills and diversity required of its members to operate effectively and efficiently is achieved by personnel having substantial skills and experience in operational management, exploration and geology, finance, listed resource companies, corporate governance and equity markets as well as time availability. The current Board composition adequately addresses these areas. If and when there is a change in the Company's business and/or level of operations, the Board will reconsider the skills matrix and ensure the Board has members with the appropriate skills and experience. A profile of each Director setting out their skills, experience and expertise is set out in the Directors Report of the 2016 Annual Report. |
Nexus Minerals Limited published this content on 29 September 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 29 September 2016 10:15:04 UTC.
Original documenthttp://www.nexus-minerals.com/investor-reports/asx-announcements/333-corporate-governance-compliance-statement-29-september-2016/file
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