Statement of Corporate Governance

Corporate Governance Statement

The Board of Directors of Alt Resources Limited (The “Company”) is responsible for Corporate Governance of the Company. To the extent they are applicable to the Company, the Board has adopted the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations with 2010 Amendments 2nd Addition” (“The ASX Principles”).  The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

The Board of Directors

The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board operates in accordance with the broad principles set out in its charter which is available in the corporate governance information section of the Company’s website at www.altresources.com.au.

The Company’s constitution provides that the number of directors shall not be less than three and not more than nine.  There is no requirement for any shareholding qualification.

The membership of the Board, its activities and composition, is subject to periodic review.  Under the company’s constitution the tenure of a director is (other than managing director) subject to reappointment by shareholders not later than the third anniversary following his or her appointment. A managing director may be appointed for any period and on any terms the directors deem fit and, subject to the terms of any agreement entered into, may revoke any appointment.

The board considers that the company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate or special committees (other than an Audit and Risk Committee) at this time.  The board as a whole is able to address the governance aspects of the full scope of the company’s activities and to ensure it adheres to appropriate ethical standards.

Role of the Board

The board is responsible for oversight of management and the overall corporate governance of the company including its strategic direction and establishing goals for management and monitoring the achievement of these goals.

Continuous Review of Corporate Governance

Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as directors of the company.  Such information must be sufficient to enable the directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances and economic conditions.  The directors understand that mining exploration is an inherently risky business and that operational strategies adopted should be directed towards improving or maintaining net worth of the company.

ASX Principles of Corporate Governance

The board has reviewed its current practices in light of the revised ASX Corporate Principles and Recommendations with a view to making amendments where applicable after considering the company’s size and the resources it has available.

As the company’s activities develop in size, nature and scope, the size of the board and the implementation of any additional formal corporate governance committees will be given further consideration.

The board has adopted the revised Recommendations and the following table sets out the company’s present position in relation to each of the revised Principles.

 

ASX Principle Status Reference / Comment
Principle 1: Lay solid foundations for management and oversight
 

 

 

1.1

 

Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions

 

 

 

A

The Company has a Board Charter which specifies responsibilities of the Board and delegated responsibility to senior management.

Matters reserved for the board are included on the Company website in the Corporate Governance Section

 

 

1.2

 

Companies should disclose the process for evaluating the performance of senior executives

 

 

A

Key performance indicators are set annually with performance appraised by the Chairman of the Board. An annual performance review was conducted during the period.
 

1.3

Companies should provide the information indicated in the Guide to reporting on principle 1  

A

Refer to the Company website in the Corporate Governance Section and detail above.
Principle 2: Structure the Board to add value
 

 

2.1

 

 

A majority of the Board should be independent directors

 

 

N/A

Given the size of the Company’s business and the current stage of its development, the Board comprises of five Directors, three of which are non-executive directors. The Board believes this is acceptable at this stage of the Company’s development
 

 

2.2

 

 

The Chair should be an independent Director

 

 

N/A

Given the size of the Company’s business and the current stage of its development, the board comprises of five Directors, three of which are non-executive directors. The board believes this is acceptable at this stage of the Company’s development
 

2.3

The roles of chair and chief executive officer should not exercised by the same individual  

A

The chair and chief executive officer are not the same individual
2.4 The board should establish a nomination committee N/A The board undertakes the role of nomination committee
 

 

2.5

Companies should disclose the process for evaluating the performance of the board and its committees and individual directors  

 

A

 

The Company does have a performance evaluation process and an evaluation did take place in the reporting period. Also, refer to the Company’s 2016 annual report.
 

2.6

Companies should provide the information indicated in the Guide to reporting on principle 2  

A

(in part)

The Company has a remuneration and nomination policy. Refer to the Company website in the Corporate Governance Section. Also, refer to the Company’s 2016 annual report.
Principle 3: Promote ethical and responsible decision-making
 

 

3.1

 

 

Companies should establish a code of conduct

 

 

A

The Board of the Company actively promotes ethical and responsible decision-making. The standard of ethical behaviour for directors, officers and employees is set out in the Code of Conduct. Refer to the company website in the Corporate Governance Section.
 

3.2

Companies should establish a policy concerning diversity and disclose policy  

A

The Company has developed a diversity policy, which can be viewed on the company’s website in the Corporate Governance Section.
 

 

3.3

Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board  

 

A

Also, refer to the Company’s 2016 annual report.
 

 

3.4

Companies should disclose in each annual report the proportion of women employees in the whole organisation, in senior executive positions and on the board  

 

A

Also, refer to the Company’s 2016 annual report.
 

3.5

Companies should provide the information indicated in the Guide to reporting on principle 3  

A

The Company has developed a Code of Conduct and a Diversity Policy. Refer to the Company website in the Corporate Governance Section.
Principle 4: Safeguard integrity in financial reporting
4.1 The board should establish an audit committee A The board has established an audit committee
4.2 The audit committee should be structured so that it:
·       consists of only non-executive directors N/A There are no non-executive directors on the committee
·       consists of a majority of independent directors N/A There are no non-executive directors on the committee
·       is chaired by an independent chair who is not the chair of the board N/A There are no non-executive directors on the committee – the chair is not the chair of the board
·       has at least three members N/A The audit committee only has two members
4.3 The audit committee should have a formal charter A The committee has a formal charter
 

4.4

Companies should provide the information indicated in the Guide to reporting on principle 4  

A

Refer to the Company website in the Corporate Governance Section
Principle 5: Make timely and balanced disclosure
 

 

 

5.1

Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level  

 

 

A

 

 

The Company understands it obligations under the Corporations Act and ASX Listing Rules and does have a Continuous Disclosure Policy

 

5.2

Companies should provide the information indicated in the Guide to reporting on principle 5  

A

Refer to the Company website in the Corporate Governance Section
Principle 6: Respect the Rights of Shareholders
 

 

6.1

Companies should design a communications policy for promoting effective communication with shareholders  

 

A

Shareholders are kept informed of major developments affecting the Company. The disclosure is through regular shareholder communications the Annual Report, Quarterly Reports, The Company website and distributions of specific releases covering major transactions and events
 

6.2

Companies should provide the information indicated in the Guide to reporting on principle 6  

A

The Company has formulated a Shareholder Communication Policy which is included in the Corporate Governance Section of the Company website
Principle 7: Recognise and Manage Risk
 

7.1

Companies should establish policies for the oversight and management of material business risk  

A

The Company takes a proactive approach to risk management. The Board has in place a separate Audit and Risk Committee and Audit and Risk Committee Charter.
 

 

 

7.2

The Board requires management to design and implement a risk management and internal control system to manage the entity’s material business risk and report to the Board whether those risks are being managed effectively  

 

 

A

The Audit and Risk Committee has developed a Risk Management Plan and appointed a Risk Manager to implement the plan. The committee meets at least twice a year and reports to the Board at least twice a year on the status of identified risks and how those risks are being mitigated. The risk manager maintains a risk register
7.3 The Board should disclose it has received assurance from the CEO and CFO that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control A Assurance has been received from the CEO and CFO in this reporting period
 

7.4

Companies should provide the information indicated in the Guide to reporting on principle 7  

A

The Company has formulated an Audit and Risk Committee Charter which is included in the Corporate Governance Section of the Company website
Principle 8: Remunerate Fairly and Responsibly
 

 

8.1

 

 

The Board should establish a remuneration committee

 

 

N/A

The Board has adopted a remuneration and nomination policy and matters typically considered by a committee are dealt with by the full board. The Company intends to establish a separate committee once the Company’s operations are of sufficient magnitude
 

8.2

The remuneration committee consists of independent directors and an independent chair  

N/A

The role of the remuneration committee is undertaken by the full board
 

 

8.3

Companies should distinguish the structure of non-executive directors remuneration from that of executive directors and senior executives  

 

A

Also, refer to the Company’s 2016 annual report and the Corporate Governance section of the Company’s website
 

8.4

Companies should provide the information indicated in the Guide to reporting on principle 8  

A

Also, refer to the Company’s 2016 annual report and the Corporate Governance section of the Company’s website

 

A = Adopted

N/A = Not Adopted

Address
ALT Resources Limited

PO Box 787
Jindabyne NSW 2627
Phone: 1300 66 00 01
Fax: 02 6451 4611
Email: info@altresources.com.au