The Board and management of Iron Road Limited are committed to achieving and demonstrating the highest standards of corporate governance. Iron Road Limited and its controlled entities, as defined in the Corporations Act 2001 (Cth), together are referred to as “the Group” in this statement.
This statement provides a summary of the Group’s key corporate governance practices. Where possible, these corporate governance practices comply with the 3rd edition of the Australian Securities Exchange (ASX) Corporate Governance Council’s Principles and Recommendations. Any practices that do not meet these recommendations are the result of the Group’s belief that compliance with such recommendations would be overly burdensome with regard to the present scale and operational complexity of the Group.
The Board continues to review the Group’s corporate governance framework and practices to ensure they meet the interests of shareholders. As the Group’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.
This Corporate Governance Statement was approved by the Board on 25 September 2015 and is current as at that date in accordance with ASX Listing Rule 4.10.3.
Principle 1: Lay solid foundations for management and oversight
The primary role of the Board is the protection and enhancement of shareholder value. The Board is committed to ensuring that the Group adopts control systems that effectively support and promote strong corporate governance practices throughout the organisation.
Directors are elected by and are accountable to the shareholders, with the primary duties of the Board to:
- provide leadership and set the strategic objectives of the Group;
- oversee management’s implementation of the strategic objectives;
- approve operating budgets and major capital expenditure;
- oversee the integrity of the Group’s accounting and corporate reporting systems, including the external audit;
- set the risk appetite within which the Board expects management to operate;
- appoint and replace the Managing Director; and
- assess the performance of the Managing Director and executives.
The Board Charter outlines the roles and responsibilities of Board members, policies and processes of the Board and Board composition. The Charter is supplemented by the Board Code of Conduct, both of which are available on www.ironroadlimited.com.au.
Responsibility for the management of the Group’s activities is delegated by the Board to the Managing Director, who is accountable to the Board and supported by the executive management team. The Managing Director is responsible for implementing the strategic objectives set by the Board and for all other aspects of the day to day operation of the Group. The Managing Director is also responsible for providing the Board with accurate and timely information to enable the Board to perform its responsibilities.
The Chair is responsible for the evaluation of the performance of directors, including the Managing Director and for providing information on the outcome of these processes for consideration by the Board.
An assessment of the performance of executives is conducted by the Managing Director and key recommendations on executive roles, responsibilities and remuneration are discussed with the Board. A formal performance evaluation of individual Board members was not undertaken during the reporting period.
Meetings of the directors are held throughout the year, to consider business plans, budgets, operational reports, financial performance and other matters as relevant to the Group’s activities. Executives, external advisors and auditors are invited to attend Board meetings as appropriate.
Before appointing a new director, the Group will undertake appropriate checks and when a director is re-elected or a candidate is put up for election to shareholders, relevant background information will be provided to shareholders for consideration.
The Managing Director and all employees are issued with formal terms and conditions of employment, including a job description, duties and responsibilities, remuneration details and termination benefits consistent with ASX Corporate Governance Principle (CGP) 1.
The Company Secretary plays an important role in supporting the effectiveness of the Board and is also accountable for the proper functioning of the Board. The Company Secretary is responsible for coordinating Board meetings, ensuring accurate minutes are recorded, advising directors and executives on corporate governance matters and liaising with the ASX. Each director is able to communicate directly with the Company Secretary and vice versa and the decision to appoint or remove the Company Secretary is approved by the Board.
The Group is committed to ensuring it is able to attract and retain persons across all levels of the organisation, including its directors, with the skills and experience necessary to effectively implement its growth strategy and achieve its corporate objectives.
Currently there are 8 female employees in the Group, comprising 50% of all employees, with personnel across the Group reflecting a diverse range of skills, values, backgrounds and experiences. Although there are presently no female persons who are in executive or director roles, the small size of the Group enables every employee to have close day-to-day interaction with the executives and directors. As a result, the Group, through its Board and Managing Director, seeks to foster an environment in which all employees are encouraged to assume a high degree of personal accountability for contributing to corporate strategic objectives in a team focussed culture, where exceptional performance is recognised and career development is closely managed.
The Board will continue to monitor the relative merits of adopting a formal diversity policy and measurable objectives in relation to gender diversity as the Group’s size and nature of operations evolve.
Principle 2: Structure the Board to add value
The Directors’ Report contained within the 2015 Annual Report contains details of directors’ skills, experience and education. The Board met three times during the financial year with attendance at these meetings set out in the Directors’ Report within the Annual Report.
The Board is comprised of directors with a diversity of skills and experience, particularly in the areas of mineral project development, corporate finance and business management. Contrary to CGP 2.4 and part of CGP 2.5, the Board does not have a majority of independent directors and the Chairman is not independent due to being a representative and a director of the major shareholder. The Board is of the opinion that during the current stage of the Group’s operations, shareholders’ interests are best served by directors with a strong interest in the achievement of, and a detailed knowledge of, the Group’s strategic objectives.
The Board periodically reviews its composition to ensure that it has the appropriate blend of capabilities to effectively achieve its corporate objectives and may appoint additional independent directors in the future.
The Board has not adopted a Board skills matrix or Board succession plan due to the Group’s present limited size and complexity. However, the current composition of the Board is regarded as balanced with a complementary range of skills, independence, diversity and experience to enable it to discharge its duties and responsibilities effectively. In accordance with the Board Charter, non-executive directors are expected to have the qualifications, experience and expertise to benefit the Group, with professional development opportunities made available for maintaining such expertise.
Board appointments and independence
|Name||Position||Date of appointment||Independence status|
|Peter Cassidy||Chair||11 October 2012||Director of major shareholder|
|Andrew Stocks||Managing Director||29 November 2007||Executive position|
|Jerry Ellis AO||Non-executive director||20 December 2010||Associate of major shareholder|
|Leigh Hall AM||Non-executive director||2 November 2012||Associate of major shareholder|
|Julian Gosse*||Non-executive director||27 February 2009||Independent|
|Ian Hume||Non-executive director||27 February 2009||Associate of major shareholder|
*Mr Gosse was the Chair from the date of his initial appointment until 10 October 2012. From this date he has acted as a non-executive director.
Contrary to CGP 2.6, the Group has not set a program for inducting new directors.
The full Board undertakes the function of a nomination committee in accordance with its Charter, although contrary to CGP 2.1, it has not established a separate nomination committee because the Group does not currently have the scale or complexity to benefit from the formation of a separate committee.
Principle 3: Act ethically and responsibly
The Board recognises the need to observe the highest standards of corporate governance and business conduct. The Group’s management policies encourage a culture of professionalism, honesty and responsibility in order to maintain and enhance its reputation as a valued employer, creating a safe and non-discriminatory workplace.
The Group is committed to conducting its activities in an ethical and responsible manner for the mutual benefit of shareholders, employees and those impacted by the Group’s activities. It places significant importance on maintaining regular and open communications with stakeholders and regulators through its continuous disclosures and periodic reports and presentations, copies of which are made available in the Investor and Media Centre section of the Iron Road Limited website at http://www.ironroadlimited.com.au.
Principle 4: Safeguard integrity in corporate reporting
The full Board undertakes the function of an audit committee, including inviting the external auditors to attend Board meetings when the directors are considering half-yearly and annual reports, or other related financial governance and control matters. The Board believes that it is able to independently verify and safeguard the integrity of its corporate reporting through direct confidential enquiries with the external auditor, independent of the Group’s employees. The Board also undertakes the appointment and removal of the external auditor and the periodic rotation of the audit engagement partner.
Contrary to CGP 4.1, the Board has not established a separate audit committee because the Group does not currently have the scale or operational complexity to benefit from the formation of a separate Board committee, although it will continue to monitor whether to do so as its operations expand in the future.
Before the Board approves the Group’s financial statements it receives a declaration from its Managing Director and Chief Financial Officer that in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
PricewaterhouseCoopers was appointed as the Group’s external auditor in 2013. The external auditor attends the annual general meeting and is available to answer questions about the conduct of the audit and the preparation and content of the audit report as required by the Corporations Act 2001 (Cth). This opportunity is an important safeguard for the integrity of the corporate reporting process. This declaration also includes an opinion on risk management and the sound application of internal controls.
Principle 5: Make timely and balanced disclosure
The Group is committed to providing relevant and up to date information to its shareholders in accordance with the continuous disclosure requirements under the ASX Listing Rules and the Corporations Act 2001 (Cth). The Company Secretary reports to the Board regularly on continuous disclosure matters and copies of all ASX announcements are available in the Investor and Media Centre on the Iron Road Limited website at http://www.ironroadlimited.com.au.
Continuous Disclosure Policy
The Group has a documented policy on information disclosure that focuses on continuous disclosure of any information concerning the Group that a reasonable person would expect to have a material effect on the price of the Group’s securities.
A copy of the Continuous Disclosure Policy is located in the Corporate Governance section of the Group’s website and its terms are consistent with CGP 5.
The content of all financial presentations is approved by the Board prior to disclosure to the market.
Principle 6: Respect the rights of shareholders
The Board endeavours to ensure that shareholders are fully informed of all the activities affecting the Group and encourages open communication.
The Board encourages full participation of shareholders at general meetings to ensure a high level of accountability and identification with the Group’s strategy and goals. Important issues are presented to shareholders as single resolutions.
Communication methods the Group uses to interact with investors include:
- the Investor and Media Centre found at www.ironroadlimited.com.au where security holders can subscribe to email alerts or contact the Group directly;
- the Group’s share register contact details listed on the website and in the Annual Report;
- information sessions and project updates held in the local community and industry conferences;
- monthly publications in The Granite – the Wudinna and Districts community newsletter; and
- the Annual General Meeting where shareholders are invited to ask questions of the directors.
Principle 7: Recognise and manage risk
Risk Management including economic risks, environmental risks and social sustainability
The Board and management place a strong emphasis on identifying and mitigating key risks facing the Group.
Due to the present limited size and complexity of the Group, the Board has not established a sub-committee to undertake the responsibilities normally conducted by a risk committee.
The Board is responsible for ensuring that there are adequate risk management controls in place and delegates the day to day management of risk to the Managing Director who, with assistance of the management team, is responsible for identifying, assessing, monitoring and managing risks. Accordingly, the Board must be satisfied that management has developed and implemented a sound system of risk management and internal control.
The Groups activities expose it to a number of financial and market risks as it looks to the market for funding solutions. Detailed information on the Group’s exposure is contained in the 2015 Annual Report and project risk has been documented in a formal risk assessment performed during the period.
As part of the ongoing risk management of the Group, a comprehensive assessment of the Group’s key risks, including economic, social and environmental risks was conducted and documented during the period. The external audit of the Group also reviews the Group’s risk management profile.
The Group is finalising a comprehensive Environmental Impact Statement (EIS) encompassing a Social Impact Assessment and Stakeholder Engagement Strategy for its key development project, which will be publically released in due course. Further details of the EIS submission and public consultation programme are provided in the 2015 Annual Report.
The Group does not currently have an internal audit function. Once the Group is of a size and complexity that warrants the appointment of an internal auditor, such as when it nears production status, the Board will be responsible for considering the appointment and overseeing of the internal auditor.
The Managing Director and Chief Financial Officer are responsible for the implementation and ongoing assessment of the Group’s internal control framework and associated financial risks. These controls and risks are also evaluated by the Group’s external auditors and are documented and presented to the Board at the conclusion of each audit period.
The Managing Director and Chief Financial Officer have signed a Management Representation letter in the current period, confirming the adequacy of the internal control framework and the assessment of financial risks.
Principle 8: Remunerate fairly and responsibly
The duties ordinarily conducted by a remuneration committee are carried out by the full Board in accordance with its Charter, which includes seeking external advice on the prevailing market conditions and comparable remuneration practices at similar organisations.
Contrary to CGP 8.1, it has not established a separate remuneration committee because the Group does not currently have the scale or operational complexity to benefit from the formation of a separate Board committee, although the Board will continue to monitor whether to do so as the Group’s operations expand in the future.
The Group uses a variety of fixed annual remuneration and equity-based remuneration arrangements to align employee interests with shareholders’ long-term interests. Detailed information on the Group’s remuneration policies and practices is contained in the 2015 Annual Report.