The Board of the Company (‘the Board’) has the ultimate responsibility to its shareholders for the strategy and performance of Alt Resources Ltd (‘Alt Ltd’ or ‘the Company’) in general. The Board is dedicated to fulfilling these duties in a lawful and professional manner, with the utmost integrity and objectivity. As such, the Board actively pursues best practice governance processes.
This document outlines the Company’s corporate governance policy in the form of a Board Charter (‘Charter’). It is a written policy document that defines the respective roles, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the Company. As such, it establishes the guidelines within which the Directors and Officers of the Company are to operate as they carry out their respective roles. It does not in any way constitute legal advice or act as a substitute for legal advice.
Nothing in this Charter must conflict with the Company’s Constitution (‘the Constitution’). If such a conflict occurs, the Constitution shall prevail.
The date on which this Charter in its entirety, or any revision of the Charter, is approved by the Board is referred to in the Charter as “the Approval Date”.
Role and responsibilities of the Board
The management and control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee Alt Resources’ business activities and management for the benefit of its shareholders. The Board also recognises its responsibilities to the Company’s employees, the environments and communities in which Alt Resources operates and where appropriate, other stakeholders. The Board strives to create shareholder value and ensure that shareholders’ funds are prudently safeguarded.
The key responsibilities of the Board include:
- the appointment, evaluation and reward of, and if necessary the removal of, the Chief Executive Officer (“CEO”) and senior management;
- development of corporate objectives and strategy with management and approval of plans, new investments, major capital and operating expenditures and major funding activities proposed by management;
- monitoring actual performance against performance expectations defined by the Board, and reviewing operating information to understand at all times the financial position of the Company;
- assessing the effectiveness of management’s implementation of the Company risk management framework;
- satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
- assuring itself that appropriate audit arrangements are in place;
- approving the Company’s remuneration framework;
- monitoring the effectiveness of the Company’s governance practices;
- ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and
- overseeing the Company’s process for making timely and balanced disclosure of all material information concerning the Company, that a reasonable person would expect to have a material effect on the price or value of the Company’s securities.
The Board may delegate the matters listed above to a committee of the Board, with the Board retaining ultimate oversight and decision making power in respect to the matters delegated.
The Board has delegated responsibility for the day-to-day activities to the senior management team. The Board ensure that the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the management team. The roles of the Chairperson and the CEO are not combined. The CEO is accountable to the Board for all authority delegated to that position.
Although there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure that this is achieved. These mechanisms include the following:
Establishment of the following Committees:
Audit & Risk Committee;
- the Board oversees the strategic direction of the Company.
- the Board approves all budgets.
- The Board meets at least every two months to review Board papers, quarterly report and both monthly and year to date performance of all aspects of the Company, compared to budget.
- Procedures are in place to allow any director or Committee of the Board to seek external professional advice as considered necessary, at the Company’s expense.
- Procedures are in place to incorporate presentations from senior management at relevant Committee meetings on an as required basis to increase the Committee’s understanding of the area.
- Further, the Board may request further information from management from time to time on any issue.
- In the event that a potential conflict of interest may arise, involved directors withdraw from deliberations concerning the matter.
Responsibilities of the Chair
The Chair is responsible for leading the Board, facilitating the effective contribution of all directors and promoting constructive and respectful relations between directors and between Board and management. The Chair is also responsible for setting the Board’s agenda and ensuring that adequate time is available for discussion of all agenda items.
Responsibilities of directors and officers
Individual directors should devote the necessary time to the tasks entrusted to them.
Directors and officers of the Company should be aware of their legal obligations.
Directors are encouraged to request information from management where they consider such information necessary to make informed decisions.
Policy on independent professional advice
The Board acknowledges the need for independent judgement on all Board decisions, irrespective of each individual director’s independence.
To assist directors with independent judgement, it is the Board’s policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval for incurring such expense from the chair, the Company will pay the reasonable expenses associated with obtaining such advice.
Where it is the Chair who is seeking the independent professional advice, the role of the Chair to consider and provide approval as set out above should be carried out by the Chair of the Audit and Risk Committee.
The Company Secretary’s role is to support the effectiveness of the Board and its committees. Each director should be able to communicate directly with the Company Secretary and vice versa.
The responsibilities of the Company Secretary include:
- advising the Board and its committees on governance matters;
- monitoring that Board and committee policy and procedures are followed;
- coordinating the timely completion and despatch of Board and committee papers; and
- ensuring that the business at Board and Committee meetings is accurately captured in the minutes.
Review of Charter
The Board will review this Board Charter at least annually, and update as required.