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

 

 

1.1

 

A listed entity should disclose:

The respective roles and responsibilities of its Board and management; and

Those matters expressly reserved to the Board and those delegated to management

 

 

 

A

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

For matters reserved for the board and those delegated to management please refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

 

 

1.2

 

A listed entity should:

Undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and

Provide security holders with all material information in its possession relevant to a decision on whether to or not to elect or re-elect a director.

 

A

 

 

 

 

 

A

The board follows its own Remuneration and Nomination Policy which specifies the procedure for checking / evaluating potential candidates for the board. Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

The board provides all relevant material to security holders on elections and re-elections. Also refer to the company’s 2017 annual report.

 

1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.  

A

The company does have current, written agreements with each director along with the company secretary and CEO.
1.4 The company secretary of the listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the board.  

A

The company secretary is accountable directly to the board, through the chair, on all matters to do with proper functioning of the board.
1.5 A listed entity should:

Have a diversity policy which includes requirements to set measurable objectives for achieving gender diversity and asses annually the objectives and progress;

 

Disclose the policy;

 

Disclose at the end of each reporting period the measurable objectives for achieving gender diversity set by the board in accordance with the policy and progress towards achieving them

 

 

 

A (in part)

 

 

 

 

 

A

 

 

 

N/A

 

 

The company has adopted a diversity policy however, given the size of the Company’s business and the current stage of its development, the Board has not set measurable objectives for achieving gender diversity.

 

Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

 

The company will disclose how we are tracking in line with our policy and towards gender diversity in our 2017 annual report.

 

1.6 A listed entity should;

Have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

Disclose in relation to the reporting period, whether an evaluation was undertaken in the reporting period in accordance with that process

 

A

 

 

 

 

 

 

A

 

The company has a process for periodic evaluation of the board, its committees and directors.

Refer to the company’s 2017 annual report.

 

 

An annual performance review was conducted for the period. Refer to the company’s 2017 annual report.

1.7 A listed entity should:

Have and disclose a process for periodically evaluating its senior executives; and

 

Disclose, in relation to the reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process

 

A

 

 

 

 

A

 

Key performance indicators are set annually with performance appraised by the Chairman of the Board. Refer to the company’s 2017 annual report.

An annual performance review was conducted for the period.

Refer to the company’s 2017 annual report.

Principle 2: Structure the Board to add value
 

 

2.1

 

 

The board of a listed entity should:

have a nomination committee

 

 

N/A

The company does not have a nomination committee.

The board undertakes the role of the nomination committee. Given the size of the Company’s business and the current stage of its development, the Board believes this is acceptable at this stage of the Company’s development.

 

 

2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity the board currently has.  

 

N/A

The company does not have a board skills matrix.

Given the size of the Company’s business and the current stage of its development, the board believes this is acceptable at this stage of the Company’s development

 

2.3

A listed entity should disclose:

The names of the directors considered by the board to be independent directors;

 

 

The length of service of each director.

 

N/A

 

 

 

 

A

Given the size of the Company’s business and the current stage of its development, the Board comprises of three Directors, none of which are independent directors. The Board believes this is acceptable at this stage of the Company’s development.

Refer to the company’s 2017 annual report.

2.4 A majority of the board of a listed entity 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 three Directors, none of which are independent directors. The Board believes this is acceptable at this stage of the Company’s development.
 

 

2.5

The chair of the board should be an independent director; and,

 

 

 

 

should not be the same person as the CEO.

N/A

 

 

 

 

 

A

 

The chair of the board is not an independent director.

Given the size of the Company’s business and the current stage of its development, the Board believes this is acceptable at this stage of the company’s development.

The chair and the CEO are not the same person.

 

2.6

A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors.  

A

(in part)

The company has a board comprised of three Directors. New directors will be inducted based on the specific needs of each director.

Professional development is available to directors on a case by case basis.

Principle 3: Promote ethical and responsible decision-making
 

 

3.1

 

A listed entity should:

Have a code of conduct for its directors, senior executives and employees; and,

 

Disclose that code

 

 

A

 

 

 

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 (www.altresources.com.au) in the Corporate Governance Section.

Principle 4: Safeguard integrity in financial reporting
4.1 The board of a listed entity should:

Have an audit committee which has at least three members, all of which are non-executive directors and the majority of whom are independent directors and is chaired by an independent director; and

Disclose the charter of the committee;

 

The relevant qualifications and experience of the members of the committee, and

In relation to each reporting period, the number of times the committee met and the individual attendances of the members at those meetings.

 

A (in part)

 

N/A

 

 

 

 

 

A

 

 

A

 

 

A

The board has established an audit committee.

However, there are two committee members and both are executive directors.

Given the current size and complexity of the Company’s business, the Board believes this is acceptable at this stage of the Company’s development.

 

Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

Refer to the company’s 2017 annual report.

 

 

Refer to the company’s 2017 annual report.

4.2 The board of a listed entity should, before it approves the entities financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the company have been properly maintained and that the financial statements comply with 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. A The board has received a written declaration from the CEO and CFO confirming the appropriateness of the financial records and accounting standards as well as confirming they give a true and fair view of the financial position based on a sound system of risk management and internal control.
4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. A The company’s external auditor is invited to attend and does attend its AGM.
Principle 5: Make timely and balanced disclosure
 

 

 

5.1

A listed entity should:

Have a written policy for complying with its continuous disclosure obligations under the listing rules; and,

 

 

Disclose that policy

 

A

 

 

 

 

 

A

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

 

Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

Principle 6: Respect the Rights of Shareholders
 

 

6.1

A listed entity should provide information about itself and its governance to investors via its website.  

 

A

The Company has developed and implemented a website which contains information about itself and its governance. Refer to the Company website (www.altresources.com.au).
 

6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.  

A

The Company has an investor relations program including an investor relations contact in our Jindabyne office who can be contacted via mail, phone or email. Investors are kept informed of developments affecting the Company. Disclosure is through regular shareholder communications, the Annual Report, Quarterly Reports, The Company website and distributions of specific releases covering major transactions and events.
6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.  

A

The Company has formulated a Shareholder Communication and Investor Relations Policy. Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.
6.4 A listed entity should give security holders the options to receive communications from, and send communications to, the entity and its security registry electronically.  

A

Security holders are given the option of receiving communications from the Company electronically and the security holders are provided with the electronic contact details of the Company and its security registry.
Principle 7: Recognise and Manage Risk
 

7.1

The Board of a listed entity should have a committee to oversee risk,

of which;

has at least three members, a majority of whom are independent directors; and

is chaired by an independent director;

 

and disclose:

the charter of the committee;

 

 

the members of the committee, and

the number of times the committee met throughout the period and the individual attendances of the members at those meetings.

 

A

 

 

 

N/A

 

N/A

 

 

 

A

 

 

A

 

 

A

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

The committee has two members and they are not independent directors and the chair is not an independent director.

Given the current size and complexity of the Company’s business, the Board believes this is acceptable at this stage of the Company’s development.

Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section.

Refer to the Company’s 2017 Annual Report.

 

Refer to the Company’s 2017 Annual Report.

 

 

 

7.2

The committee should review the entities risk management framework at least annually to satisfy itself it continues to be sound; and,

disclose, in relation to each reporting period, whether such a review has taken place.

 

 

A

 

 

A

The Audit and Risk Committee reviewed the Company’s risk management framework in 2017 reported to the Board in the May 2017 Board meeting that the framework was sound and risks were being managed.
7.3 A listed entity should disclose:

it has an internal audit function, how the function is structured and what role it performs; or

if it does not have an internal audit function, that fact and the process it employs for evaluating and continually improving the effectiveness of its risk management and internal control.

N/A

 

 

 

A

The Board has in place a separate Audit & Risk Committee however it does not have an internal audit function.

The chair of the Committee along with the CFO and Office Manager continually review and improve Company policies, processes, tools to ensure they are adequate to maintain internal control and manage risk.

 

 

7.4

A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.  

A

The Company does not currently have any material exposure to environmental and social sustainability risks.

However, economic sustainability of an Exploration Company which does not have a revenue stream is a significant risk and is constantly managed by the Board and senior executives. Refer to the Company’s 2017 Annual Report – Directors Report Section.

Principle 8: Remunerate Fairly and Responsibly
 

8.1

The Board should establish a remuneration committee;

Has three members, the majority are independent directors, and is chaired by an independent director.

If not disclose that fact and the process it employs for setting the level and composition of remuneration for directors and senior executives and ensuring compensation is appropriate and not excessive.

 

 

N/A

 

 

 

A

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.

 

The Board has adopted a remuneration policy. Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section. Also refer to the Remuneration Report in the Company’s 2017 Annual Report

 

8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of its directors and senior executives.  

A

Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section. Also refer to the Remuneration Report in the Company’s 2017 Annual Report
 

 

8.3

A listed entity which has an equity based remuneration scheme should;

have a policy whether participants are permitted to enter into transactions which limit the economic risk of participating in the scheme; and,

disclose that policy.

 

 

 

A

The Company has a Securities Trading Policy. Refer to the Company website (www.altresources.com.au) in the Corporate Governance Section. Also refer to the Remuneration Report in the Company’s 2017 Annual Report
Address
ALT Resources Limited

PO Box 1054
Jindabyne NSW 2627
Phone: 1300 66 0001
Email: info@altresources.com.au