Corporate Governance

Corporate Governance Policies

BOARD CHARTER

The Board of Directors is responsible for guiding and monitoring Birimian Limited (“the Company”) on behalf of shareholders by whom they are elected and to whom they are accountable.

The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.

The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of the Company’s shareholders. The specific responsibilities of the Board include

  1. appointment, evaluation, rewarding and if necessary the removal of the Managing Director, and Chief Financial Officer (or equivalent)Non-Executive), Officers and senior management personnel;
  2. in conjunction with members of the senior management team, to develop corporate objectives, strategies and operations plans and to approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding activities;
  3. establishing appropriate levels of delegation to the Executive Directors to allow them to manage the business efficiently;
  4. monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;
  5. monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available;
  6. identifying areas of significant business risk and to ensure that the Company is appropriately positioned to manage those risks;
  7. overseeing the management of safety, occupational health and environmental matters;
  8. 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;
  9. satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;
  10. ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
  11. having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and
  12. reporting accurately to shareholders, on a timely basis.

Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it may make use of committees. The Board has not established any committees at this time. Until such time as the Board determines that it is appropriate to establish separate committees, the function of the

  1. Audit Committee,
  2. Nomination Committee, and
  3. Remuneration Committee,

as set out in this Charter will be performed by the Board.

Each director has the right to seek independent professional advice on matters relating to his position as a director of the Company at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.

In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.

In accordance with the constitution of the Company, directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every 3 years. The Board does not specify a maximum term for which a director may hold office.

The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and executive directors.

The roles of Chairman and Managing Director are not combined. The Managing Director is accountable to the Board for all authority delegated to the position.

Whilst 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 this is achieved including

  1. Board approval and monitoring of a strategic plan;
  2. approval of annual and semi-annual budgets and monitoring actual performance against budget; and
  3. (c) procedures are in place to incorporate presentations at each Board meeting by financial, operations, exploration and marketing management, as appropriate.

The Board has accepted the following definition of an Independent Director:

  • “An Independent Director is a Director who is not a member of management, is a non-executive Director and who;
  • is not a substantial shareholder (under the meaning of Corporations Act 2001) of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
  • has not within the last three years been employed in an executive capacity by the Company or another Group member, or been a Director after ceasing to hold any such employment;
  • is not a principal of a professional adviser to the Company or another Group member;
  • is not a significant consultant, supplier or customer of the Company or another Group member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;
  • has no significant contractual relationship with the Company or another Group member other than as a Director of the Company; and
  • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.”

In accordance with the definition of independence no Directors are considered Independent.

This policy is reviewed annually.

 

PROCEDURES FOR SELECTION AND APPOINTMENT OF DIRECTORS

The Board shall ensure that, collectively, it has the appropriate range and expertise to properly fulfil its responsibilities, including

  1. accounting and finance,
  2. business development and risk management,
  3. industry and public company experience, and
  4. an appropriate ratio and skills matrix for executive and non-executive directors.

In the circumstances where the Board believes there is a need to appoint another director, whether due to retirement of a director or growth or complexity of the Company, certain procedures will be followed, including the following:

  1. determine the skills and experience appropriate for the appointee having regard to those of the existing directors and any other likely changes to the Board;
  2. agree the process and timetable for seeking such a person, which may involve an external search firm;
  3. (c) a short list of candidates will be prepared for the Board’s consideration and interview. The selection process will encourage visitation to the Company’s operating sites and an understanding of management information systems. Candidates will be assessed on the following basis:
    1. competencies and qualifications;
    2. independence;
    3. other directorships;
    4. time availability;
    5. contribution to the overall balance of the composition of the Board; and
    6. depth of understanding of the role of and legal obligations, of a director.

The Board currently comprises 3 persons and is considered to have an appropriate balance of skills and experience.

The Chairman regularly reviews the composition of the Board to ensure that the Board continues to have the mix of skills and experience necessary for the conduct of the Company’s activities.

If an invitation to become a director is accepted, the Board will appoint the new director and that person will then stand for re-election by shareholders at the next annual general meeting. Shareholders will be provided with relevant information on the candidates for re-election.

When appointed to the Board, a new director will receive an induction appropriate to their experience.

This policy is reviewed annually.

 

CODE OF CONDUCT

This code of conduct aims to encourage the appropriate standards of conduct and behaviour of the directors, officers, employees and contractors (collectively called the employees) of the Company.

Employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

GENERAL PRINCIPLES

  1. Employees of the Company must act honestly, in good faith and in the best interests of the Company as a whole.
  2. Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment.
  3. Employees must recognise that their primary responsibility is to the Company’s shareholders as a whole.
  4. Employees must not take advantage of their position for personal gain, or the gain of their associates.
  5. Directors have an obligation to be independent in their judgements.
  6. Confidential information received by employees in the course of the exercise of their duties remains the property of the Company. Confidential information can only be released or used with specific permission from the Company.
  7. Employees have an obligation, to comply with the spirit as well as the letter, of the law and with the principles of this code.

The Company views breaches of this code as serious misconduct. Employees who have become aware of any breaches of this code must report the matter immediately to their line manager or the Company Secretary. The line manager or Company Secretary has the responsibility to report the breach to the appropriate senior management and to advise the relevant employee of the outcome and actions implemented.

Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or recrimination for making that report.

Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the case of serious breaches, dismissal.

DIRECTORS

The following additional comments apply to directors of the Company and aim to ensure directors have a clear understanding of the Company’s expectations of their conduct.

Fiduciary duties

All directors have a fiduciary relationship with the shareholders of the Company. A director occupies a unique position of trust with shareholders, which makes it unlawful for directors to improperly use their position to gain advantage for themselves.

Duties of directors

Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the interests of all shareholders. To this end, directors need to devote sufficient time and effort to understand the Company’s operations.

Directors should ensure that shareholders and the ASX are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.

Conflict of interest

At all times a director must be able to act in the interests of the Company. Where the interests of associates, the personal interest of a director or a director’s family may conflict with those of the Company, then the director must immediately disclose such conflict and either:

  1. eliminate the conflict, or
  2. abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict.

Executive directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as directors.

Insider trading

Information concerning the activities or proposed activities of the Company, which is not public and which could materially affect the Company’s share price must not be used for any purpose other than valid Company requirements.

Managing Director, Finance Director and Chief Financial Officer ("CFO")

It is the responsibility of the Managing Director, Finance Director and the Company CFO to provide written assurances to the Board that in all material respects:

  1. the financial reports submitted to the Board represent a true and fair view of the Company’s financial condition and operational results; and
  2. the Company’s risk management and internal compliance and control system is operating efficiently and effectively.

STAKEHOLDERS

The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate stakeholders in the Company include employees, customers and the general community.

The Company’s primary objective is to create shareholder wealth through capital growth and continued successful exploration, evaluation, development and mining of its mineral projects.

The Company is committed to conducting all its operations in a manner which:

  1. protects the health and safety of all employees, contractors and community members;
  2. recognises, values and rewards the individual contribution of each employee;
  3. achieves a balance between economic development, maintenance of the environment and social responsibility;
  4. maintains good relationships with suppliers and the local community; and
  5. is honest, lawful and moral.

All employees (including directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

This policy is reviewed annually.

 

SECURITIES TRADING POLICY

The Company’s share trading policy regulates dealings by directors, officers and employees in securities issued by the Company. In certain circumstances this policy also applies to contractors and consultants.

This policy imposes basic trading restrictions on all employees of the Company and its related companies who possess inside information and additional trading restrictions on

  1. all directors,
  2. all executives reporting directly to the Managing Director, and
  3. any other employees of the Company considered appropriate by the Managing Director and Company Secretary from time to time.

GENERAL RESTRICTIONS WHEN IN POSSESSION OF INSIDE INFORMATION

Insider trading laws

Insider trading laws cover all directors and employees of the Company. If a person is in possession of any unpublished price-sensitive information, it is a criminal offence to take advantage for personal gain or that of an associate.

Price-sensitive information is any information which if it were generally available, a reasonable person would expect it to have a material effect on the price or value of the Company’s securities, or would be likely to influence a person in deciding whether to buy or sell the Company’s securities.

Confidential information

Employees and directors also have a duty of confidentiality to the Company. A person must not reveal any confidential information concerning the Company, use that information in any way which may cause loss to the Company, or use that information to gain an advantage for themselves or anyone else.

ADDITIONAL TRADING RESTRICTIONS FOR DIRECTORS AND SOME EMPLOYEES

Additional restrictions on trading in the Company’s securities apply to directors of the Company, all executives reporting directly to the Managing Director and any other employees of the Company considered appropriate by the Managing Director and Company Secretary from time to time (Restricted Persons).

Restricted Persons generally hold positions where it can be assumed that they may have inside information regarding the Company. Accordingly, additional restrictions apply for any proposed trading in shares by Restricted Persons during nominated “closed periods”. The closed periods generally apply to the period immediately preceding periodic and continuous disclosure.

Restricted Persons are prohibited from trading in the Company’s securities during the following designated closed periods:

  1. in the ten days immediately preceding the release of the Company’s Quarterly Activities Report and Quarterly Cashflow Report to the Australian Securities Exchange (ASX) (Quarterly Reports) in accordance with the ASX Listing Rules (or, if shorter, the period from the end of the quarter to the time of publication); and
  2. in the two days immediately after the release of the Company’s Quarterly Reports.

In exceptional circumstances clearance may be given for a Restricted Person to sell (but not to purchase) securities when they would otherwise be prohibited from doing so but not while there exists any matter which constitutes unpublished price-sensitive information in relation to the Company’s securities. Any application for an exemption allowing the sale of Company securities based on exceptional circumstances must be made and approved in writing.

Requirements before trading

Before trading, or giving instructions for trading in the Company’s securities, a Director must:

  1. notify the Chairman of their intention to trade;
  2. confirm that they do not hold any inside information;
  3. have been advised by the Chairman that there is no reason to preclude them from trading in the Company's securities as notified; and
  4. have complied with any conditions on trading imposed by the Chairman (including, for example, any time limits applicable to the clearance).

In the case of the Chairman intending to trade in the Company’s securities, he must notify and obtain clearance from the Board before trading, or giving instructions for trading.

In the case of any other Restricted Person, he must notify and obtain clearance from the Company Secretary before trading, or giving instructions for trading.

Notification of trading

Directors must notify the Company Secretary of any dealings in the Company’s securities immediately any such dealings occur.

Breaches of policy

Strict compliance with this policy is a condition of employment.

General

The requirements imposed by this policy are separate from and additional to, the legal prohibitions in the Corporations Act on insider trading.

This policy is reviewed annually.

 

AUDIT COMMITTEE CHARTER

The Board has not established an Audit Committee at this time. Until such time as the Board determines that it is appropriate to establish an Audit Committee, the function of the Audit Committee as set out in this Charter will be performed by the Board.

Scope

The Audit Committee is a committee of the Board of the Company with the specific powers delegated under this charter. The charter sets out the Audit Committee’s function, composition, mode of operation, authority and responsibilities.

Function

The primary function of the Committee is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Company. In addition, the Committee will

  1. oversee, co-ordinate and appraise the quality of the audits conducted by both the Company’s external and internal auditors;
  2. determine the independence and effectiveness of the external and internal auditors;
  3. maintain open lines of communications among the Board, the internal and external auditors to exchange views and information, as well as confirm their respective authority and responsibilities;
  4. serve as an independent and objective party to review the financial information submitted by management to the Board for issue to shareholders, regulatory authorities and the general public; and
  5. review the adequacy of the reporting and accounting controls of the Company.

The Committee is not required to personally conduct accounting reviews or audits and is entitled to rely on employees of the Company or professional advisers where appropriate.

Membership and composition

The Board shall appoint the members of the Committee and review the composition of the Committee at least annually. The Committee will comprise

  1. at least three members;
  2. a majority of non-executive directors whom are independent;
  3. an independent chairman appointed by the Board and who is not the Chairman of the Board; and
  4. where possible, members with sufficient financial skills and experience relevant to the committee's functions.

The current structure of the Audit Committee meets ASX transitional requirements.

Meetings

The Committee shall

  1. meet as frequently as required but at least two times per year, and
  2. the minimum quorum for a committee meeting is two members.

The secretary of the Committee is the Company Secretary.

Authority

In performing its functions in accordance with any applicable law, the Committee

  1. has unrestricted access to the external auditors, the internal audit firm, senior management and employees of the Company;
  2. has unrestricted access to information and reports relevant to fulfilling its responsibilities;
  3. may seek independent external advice on matters brought before the Committee or in relation to the functions and responsibilities of the Committee; and
  4. shall have the power to conduct or authorise investigations into any matters within the committee’s scope of responsibilities or when requested by the Board.

Responsibilities

The Committee must promote an environment within the Company which is consistent with best practice financial reporting. In particular, the Committee must

  1. perform an independent review of financial information prepared by management for external reporting. This will include conducting reviews of the annual report, directors’ report, annual financial statements, half yearly financial statements and any other externally reported financial information required by law.
  2. monitor the integrity and effectiveness of financial reporting processes.
  3. review and assess the external audit arrangements.
  4. appoint, review and assess the internal audit arrangements and consider significant internal audit findings and management’s responses and related actions.
  5. review and ensure implementation of legislated major accounting changes.
  6. ensure that appropriate policies are established and adequate systems are in place to identify and disclose related-party transactions and assess the propriety of any related party transactions.
  7. ensure that the Board is kept regularly informed on general progress and activities, and is promptly briefed on all significant matters.

External audit arrangements

The Committee shall report to the Board on external audit arrangements, including

  1. making recommendations to the Board on the appointment, re-appointment, replacement and remuneration of the external audit firm;
  2. review the terms of engagement for the external auditor;
  3. review the scope of the external audit with the external auditor including identified risk areas;
  4. monitor the performance of the external audit including assessment of the quality and rigour of the audit, quality of the service provided and the audit firm’s internal quality control procedures;
  5. review and assess non-audit services to be provided by the external auditor, with particular consideration to the potential to impair or appear to impair the external auditors’ independence;
  6. review and monitor management’s responsiveness to the external audit findings; and
  7. on a periodic basis, meet with the external auditor without the presence of management.

Appointment of external auditor

Should a change in auditor be considered necessary, a formal tendering process will be undertaken. The Committee will identify the attributes required of an auditor and will ensure the selection process is sufficiently robust so as to ensure selection of an appropriate auditor.

The Committee will ensure that prospective auditors have been provided with a sufficiently detailed understanding of the Company, its operations, its key personnel and any other information, including group structures and financial statements, that will have a direct bearing on each firm’s ability to develop an appropriate proposal and fee estimate.

The Committee and the Board will consider the appointment in conjunction with senior management.

In selecting an external auditor, particular consideration will be given to determining whether the fee quoted is sufficient for the work required, that the work is to be undertaken by people with an appropriate level of seniority, skill and knowledge and whether the work proposed is sufficient to meet the Company’s needs and expectations.

The appointment of a new external audit firm will be placed before shareholders for ratification at the next annual general meeting after the appointment is made.

Rotation and succession planning

The Committee will discuss with the auditor the provisions the audit firm has in place for rotation of the lead engagement partner and the independent review partner. The Company shall require that the lead engagement partner be rotated at least every 5 years and the review partner be rotated at least every 3 years.

Management sign-off procedure

The Audit Committee will ensure that the Managing Director, Chief Financial Officer and Finance Director prepare a written statement to the Board certifying that the Company’s annual financial report and half yearly financial report present a true and fair view, in all material respects, of the financial condition of the Company and its operational performance and are in accordance with relevant accounting standards.

The statement is to be presented to the Board prior to the approval and sign-off of the respective annual and half yearly financial reports.

This policy is reviewed every two years.

 

CONTINUOUS DISCLOSURE POLICY

This policy outlines the disclosure obligations of the Company as required under the Corporations Act 2001 and the ASX Listing Rules. The policy is designed to ensure that procedures are in place so that the stock market in which the Company’s securities are listed is properly informed of matters which may have a material impact on the price at which the securities are traded.

The Company is committed to

  1. complying with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing rules;
  2. preventing the selective or inadvertent disclosure of material price sensitive information;
  3. ensuring shareholders and the market are provided with full and timely information about the Company’s activities;
  4. ensuring that all market participants have equal opportunity to receive externally available information issued by the Company.

Disclosure officer

The Managing Director and the Company Secretary have been appointed as the Company’s disclosure officers responsible for implementing and administering this policy. The disclosure officers are responsible for all communication with ASX and for making decisions on what should be disclosed publicly under this policy.

In the absence of the Managing Director and Company Secretary, any matters regarding disclosure issues are to be referred to the Chairman.

Communication with the ASX concerning the Company’s Exploration Results, Mineral Resources or Ore Reserves is included in the responsibility of the disclosure officers. Any such report must be based on, and fairly reflect the information and supporting documentation prepared by a Competent Person or Persons. The Company shall disclose the name(s) of the Competent Person or Persons, state whether the Competent Person is a full-time employee of the company, and, if not, name the Competent Person’s employer. The report shall be issued with the written consent of the Competent Person or Persons as to the form and context in which it appears.

Material information

In accordance with the ASX Listing Rules, the Company must immediately notify the market (via an announcement to the ASX) of any information concerning the Company which a reasonable person with experience in the industry in which the Company operates would expect to have a material effect on the price or value of the Company’s securities.

Information need not be disclosed if

  1. a reasonable person would not expect the information to be disclosed, and
  2. the information is confidential and the ASX has not formed the view that the information has ceased to be confidential, and
  3. one or more of the following applies:
    1. it would breach the law to disclose the information,
    2. the information concerns an incomplete proposal or negotiation,
    3. the information comprises matters of supposition or is insufficiently definite to warrant disclosure,
    4. the information is generated for internal management purposes, or
    5. the information is a trade secret.

The Company is also required to disclose information if asked to do so by the ASX, to correct or prevent a false market.

Note that the Company is deemed to have become aware of information where a director or executive officer has, or ought to have, come into possession of the information in the course of the performance of his duties as a director or executive officer.

The Corporations Act defines a material effect on price or value as being where a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the securities.

Review of communications for disclosure

The disclosure officers will review all communications to the market to ensure that they are full and accurate and comply with the Company’s obligations. Such communications may include

  1. media releases,
  2. analyst, investor or other presentations,
  3. prospectuses, and
  4. other corporate publications.

Examples of information or events that are likely to require disclosure include

  1. financial performance and material changes in financial performance or projected financial performance;
  2. changes in relation to directors and senior executives, including changes in the independence of directors;
  3. mergers, acquisitions, divestments, joint ventures or material changes in assets;
  4. significant developments in new projects or ventures;
  5. material changes to the Company’s security position;
  6. material information affecting joint venture partners, customers or non-wholly owned subsidiary companies;
  7. industry issues which have, or which may have, a material impact on the Company; and
  8. decisions on significant issues affecting the Company by regulatory authorities.

Where there is any doubt as to whether an issue might materially affect the price or value of the Company’s securities, the disclosure officers will assess the circumstances with appropriate senior executives and if necessary, seek external professional advice.

All presentations to analysts and investors will be released to the ASX and then be included on the Company’s web-site.

Authorised spokespersons

The Company’s authorised spokespersons are the Managing Director, Chairman, and Company Secretary. In appropriate circumstances, the Managing Director may from time to time authorise other spokespersons on particular issues and those within their area of expertise.

No employees or consultants are permitted to comment publicly on matters confidential to the Company. Any information which is not public must be treated by employees and consultants as confidential until publicly released.

Reporting of disclosable information

Once the requirement to disclose information has been determined, the disclosure officers are the only persons authorised to release that information to the ASX.

Information to be disclosed must be lodged immediately with the ASX. Any such information must not be released to the general public until the Company has received formal confirmation of lodgement by the ASX.

All information disclosed to the ASX in compliance with this policy must be promptly placed on the Company’s web-site.

Market speculation and rumours

As a guiding principle, the Company has a “no comment” policy on market speculation and rumours, which must be observed by all employees. However, the Company will comply with any request by the ASX to comment upon a market report or rumour.

Trading halts

The Company may, in exceptional circumstances, request a trading halt to maintain orderly trading in the Company’s securities and to manage any disclosure issues.

No employee of the Company is authorised to seek a trading halt except for the disclosure officers.

Meetings and group briefings with investors and analysts

The Managing Director is primarily responsible for the Company’s relationship with major shareholders, institutional investors and analysts and shall be the primary contact for those parties.

Any written materials containing new price-sensitive information to be used in briefing media, institutional investors and analysts are to be lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material will be posted to the Company’s web-site. Briefing materials may also include information that may not strictly be required under continuous disclosure requirements.

The Company will not disclose price sensitive information in any meeting with an investor or stockbroking analyst before formally disclosing it to the market. The Company considers that one-on-one discussions and meetings with investors and stockbroking analysts are an important part of pro-active investor relations. However, the Company will only discuss previously disclosed information in such meetings.

Periods prior to release of financial results

During the time between the end of the financial year or half year and the actual results release, the Company will not discuss financial performance, broker estimates and forecasts and, particularly, any pre-result analysis with stockbroking analysts, investors or the media, unless the information to be discussed has already been disclosed to the ASX.

Web-based communication

The Company’s web-site features discrete sections for shareholders and investors to ensure that such information can be accessed by interested parties. Such information will include

  1. annual reports and results announcements,
  2. all other company announcements made to the ASX,
  3. speeches and support material given at investor conferences or presentations,
  4. company profile and company contact details, and
  5. all written information provided to investors or stockbroking analysts.

Announcements lodged with the ASX will be placed on the Company’s web-site as soon as practicable after ASX confirms receipt of that information.

Shareholders may be offered the option of receiving information via e-mail instead of post.

Analysts reports and forecasts

Stockbroking analysts frequently prepare reports on listed companies that typically detail their opinion on strategies, performance and financial forecasts. To avoid inadvertent disclosure of information that may affect the Company’s value or share price. The Company’s comments on analyst reports will be restricted to:

  1. information the Company has issued publicly and
  2. other information that is in the public domain.

Given the level of price sensitivity to earnings projections, the Company will only make comment to correct factual errors in relation to information publicly issued by other parties and Company statements.

This policy is reviewed annually.

 

SHAREHOLDERS COMMUNICATION POLICY

The Company recognises the value of providing current and relevant information to its shareholders.

The Managing Director and Company Secretary have the primary responsibility for communicating with shareholders.

Information is communicated to shareholders through

  1. continuous disclosure to relevant stock markets of all material information;
  2. periodic disclosure through the annual report (or concise annual report), half year financial report and quarterly reporting of exploration, production and corporate activities;
  3. notices of meetings and explanatory material;
  4. the annual general meeting;
  5. periodic newsletters or letters from the Chairman or Managing Director; and
  6. the Company's web-site at www.birimian.com.

The Company is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market.

Electronic communication and web-site

The Company believes that communicating with shareholders by electronic means, particularly through its web-site, is an efficient way of distributing information in a timely and convenient manner.

The Company’s web-site includes the following pages, which contain relevant information for shareholders

  1. section on the Company’s corporate governance policies and practices;
  2. reports section, which contains copies of annual, half yearly and quarterly reports;
  3. news section, containing sections on newsletters, ASX announcements, media clippings and power point presentations;
  4. press releases; and
  5. research section, which contains broker research reports published on the Company.

The Company’s web-site will be updated with material released to the ASX as soon as practicable after confirmation of release by the ASX.

All web-site information will be regularly reviewed and updated to ensure that information is current, or appropriately dated and archived.

The Company places the full text of notices of meeting and explanatory material on the web-site.

Written communication and annual report

Shareholders have been given the opportunity to elect to receive a printed copy of the annual report from the Company. In addition, the Company publishes its annual report on the Company’s website and notifies all shareholders of the web address where they can access the annual report.

Annual general meeting

The Company recognises the rights of shareholders and encourages the effective exercise of those rights through the following means

  1. notices of meetings are distributed to shareholders in accordance with the provisions of the Corporations Act;
  2. notices of meeting and other meeting material are drafted in concise and clear language;
  3. shareholders are encouraged to use their attendance at meetings to ask questions on any relevant matter, with time being specifically set aside for shareholder questions;
  4. notices of meetings encourage participation in voting on proposed resolutions by lodgement of proxies, if shareholders are unable to attend the meeting;
  5. it is general practice for a presentation on the Company’s activities to be made to shareholders at each annual general meeting; and
  6. it is both the Company’s policy and the policy of the Company’s auditor for the lead engagement partner to be present at the annual general meeting and to answer any questions regarding the conduct of the audit and the preparation and content of the auditors’ report.

This policy is reviewed annually.

 

RISK MANAGEMENT AND INTERNAL COMPLIANCE AND CONTROL

Management determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. The Company’s process of risk management and internal compliance and control includes

  1. establishing the Company’s goals and objectives, and implementing and monitoring strategies and policies to achieve these goals and objectives;
  2. continuously identifying and reacting to risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect these risks;
  3. formulating risk management strategies to manage identified risks and designing and implementing appropriate risk management policies and internal controls; and
  4. monitoring the performance of, and continuously improving the effectiveness of, risk management systems and internal compliance and controls, including an ongoing assessment of the effectiveness of risk management and internal compliance and control.

Within the identified risk profile of the Company, comprehensive practices are in place that are directed towards achieving the following objectives

  1. effectiveness and efficiency in the use of the Company's resources,
  2. compliance with applicable laws and regulations, and
  3. preparation of reliable published financial information.

The Board oversees an ongoing assessment of the effectiveness of risk management and internal compliance and control.

The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required by the Board to report back on the efficiency and effectiveness of risk management, inter alia, by benchmarking the Company’s performance against industry standards.

The risk profile of the Company contains both financial and non-financial factors including but not limited to political, social, economic and environmental risks.

To mitigate/manage these risks, the Company has in place a broad range of risk management policies and procedures including competent management in all disciplines, an experienced Board, regular Board meetings, six monthly financial audits, rigorous appraisal of new investments and advisers familiar with the Company.

Management is responsible for the ongoing management of risk with standing instructions to appraise the Board of changing circumstances within the Company and within the international business environment.

This policy is reviewed every two years.

 

PERFORMANCE EVALUATION PRACTICES

As part of the annual review of the performance of the Board, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive directors is considered with regard to practices of other public companies and the aggregate amount of fees approved by shareholders. The Board also reviews the appropriate criteria for Board membership collectively.

The Board has established formal processes to review its own performance and the performance of individual directors (including the Managing Director) and the committees of the Board, annually.

Board

A process has been established to review and evaluate the performance of the Board. The Board is required to meet annually with the specific purpose of reviewing the role of the Board, assessing its performance over the previous 12 months, including comparison with others, and examining ways in which the Board can better perform its duties. The review will incorporate the performance of the Board.

The annual review includes consideration of the following measures

  1. comparison of the performance of the Board against the requirements of the Board charter,
  2. assessment of the performance of the Board over the previous twelve months having regard to the corporate strategies, operating plans and the annual budget,
  3. review the Board’s interaction with management,
  4. identification of any particular goals and objectives of the Board for the next year,
  5. review the type and timing of information provided to the directors and
  6. identification of any necessary or desirable improvements to Board or committee charters.

The method and scope of the performance evaluation will be set by the Board and which may include a Board self-assessment checklist to be completed by each director. The Board may also use an independent adviser to assist in the review.

Committees

Similar procedures to those for the Board review are applied to evaluate the performance of each of the Board committees.

An assessment will be made of the performance of each committee against each charter and areas identified where improvements can be made.

Non-executive directors

The Chairman will have primary responsibility for conducting performance appraisals of non-executive directors in conjunction with them, having particular regard to

  1. contribution to Board discussion and function,
  2. degree of independence including relevance of any conflicts of interest,
  3. availability for and attendance at Board meetings and other relevant events,
  4. contribution to Company strategy,
  5. membership of and contribution to any Board committees and
  6. suitability to Board structure and composition.

Where the Chairman, following a performance appraisal, considers that action must be taken in relation to a director’s performance, the Chairman must consult with the remainder of the Board regarding whether a director should be counselled to resign, not seek re-election, or in exceptional circumstances, whether a resolution for the removal of a director be put to shareholders.

Managing Director

The Board will annually review the performance of the Managing Director. At the commencement of each financial year, the Board and the Managing Director will agree a set of generally Company specific performance measures to be used in the review of the forthcoming year.

These will include

  1. financial measures of the Company's performance,
  2. the extent to which key operational goals and strategic objectives are achieved,
  3. development of management and staff,
  4. compliance with legal and Company policy requirements and
  5. achievement of key performance indicators.

Senior executives

The Managing Director is responsible for assessing the performance of the key executives within the Company. This is to be performed through a formal process involving a formal meeting with each senior executive.

The basis of evaluation of senior executives will be on agreed performance measures.

This policy is reviewed annually.

 

REMUNERATION COMMITTEE CHARTER

The Board has not established a Remuneration Committee at this time. Until such time as the Board determines that it is appropriate to establish a Remuneration Committee, the function of the Remuneration Committee as set out in this Charter will be performed by the Board.

Functions and responsibilities

The Remuneration Committee is a committee of the Board with its principle functions being

  1. to review and recommend to the Board the overall strategies in relation to executive remuneration policies;
  2. to review and make recommendations to the Board in respect of the compensation arrangements for the Managing Director, all other executive directors and all non-executive directors;
  3. to review the effectiveness of performance incentive plans; and
  4. to review and make recommendations to the Board in respect of all equity based remuneration plans.

In consultation with the Managing Director, the Committee will review and recommend to the Board for approval, the Company’s general approach to compensation and will oversee the development and implementation of the compensation regime.

Composition

The Committee shall comprise at least three members of the Board the majority of whom will be non-executive directors. Directors serving on the Remuneration Committee should have diverse, complementary backgrounds. The Chairman of the Committee shall be an independent director.

The Company Secretary will be the secretary of the Committee and will act as the principal liaison between executive management and the committee on remuneration matters.

Meetings

The Committee shall meet as frequently as required, but at not less than two times per year.

The Committee shall have access to professional advice.

Two members of the Committee shall comprise a quorum. Where only two members are present, the unanimous vote of the two members will constitute an act of the Committee. Where the committee comprises more than two committee members, the vote of a majority of the members present will constitute an act of the Committee.

Remuneration policy

This policy governs the operations of the Remuneration Committee. The Committee shall review and reassess the policy at least annually and obtain the approval of the Board.

General Director remuneration

Shareholder approval must be obtained in relation to the overall limit set for directors’ fees. The directors shall set individual Board fees within the limit approved by shareholders.

Shareholders must also approve the framework for any equity based compensation schemes and if a recommendation is made for a director to participate in an equity scheme, that participation must be approved by the shareholders.

Executive remuneration

The Company’s remuneration policy for executive directors and senior management is designed to promote superior performance and long term commitment to the Company. Executives receive a base remuneration which is market related, together with performance based remuneration which is met out of a profit sharing pool on a calendar year basis.

Overall remuneration policies are subject to the discretion of the Board and can be changed to reflect competitive market and business conditions where it is in the interests of the Company and shareholders to do so.

Executive remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to performance, relevant comparative information and expert advice.

The Committee’s reward policy reflects its obligation to align executive’s remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:

  1. reward reflects the competitive market in which the Company operates,
  2. individual reward should be linked to performance criteria, and
  3. executives should be rewarded for both financial and non-financial performance.

The total remuneration of executives and other senior managers consists of the following:

  1. salary - executives director and senior manager receive a fixed sum payable monthly in cash.
  2. bonus - executive directors and nominated senior managers are eligible to participate in a profit participation plan if deemed appropriate long term incentives - executive directors may participate in share option schemes with the prior approval of shareholders. Executives may also participate in employee share option schemes, with any option issues generally being made in accordance with thresholds set in plans approved by shareholders. The Board however, considers it appropriate to retain the flexibility to issue options to executives outside of approved employee option plans in exceptional circumstances.
  3. other benefits - executive directors and senior managers are eligible to participate in superannuation schemes when in existence.

Remuneration of other executives consists of the following

  1. salary - senior executive receives a fixed sum payable monthly in cash;
  2. bonus - each executive is eligible to participate in a profit participation plan if deemed appropriate;
  3. long term incentives - each senior executive may participate in share option schemes which have been approved by shareholders; and
  4. other benefits – senior executive are eligible to participate in superannuation schemes when in existence.

Non-executive remuneration

Shareholders approve the maximum aggregate remuneration for non-executive directors. The Remuneration Committee recommends the actual payments to directors and the Board is responsible for ratifying any recommendations, if appropriate.

All directors are entitled to have their indemnity insurance paid by the Company.

Profit participation plan

Performance incentives are offered to executive directors and senior management of the Company through the operation of a profit participation plan. The amount available is based on profit performance above pre-determined returns on shareholders funds.

This policy is reviewed annually.

 

NOMINATION COMMITTEE CHARTER

The Board has not established a Nomination Committee at this time. Until such time as the Board determines that it is appropriate to establish a Nomination Committee, the function of the Nomination Committee as set out in this Charter will be performed by the Board.

Functions and responsibilities

The Nomination Committee is a committee of the Board with its principle functions being to

  1. review the composition of the Board and ensure that the Board has an appropriate mix of skills and experience to properly fulfil its responsibilities, and
  2. ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.

Composition

The Committee shall comprise at least three directors, the majority of whom must be non-executive directors, one of whom will be appointed the Committee Chairman. The Board may appoint additional non-executive directors to the Committee or remove and replace members of the Committee by resolution.

The Company Secretary shall be the Secretary of the Committee and shall attend meetings of the Committee as required.

Meetings

The Committee will meet at least once a year and additionally as circumstances may require. Meetings are called by the Secretary as directed by the Board or at the request of the Chairman of the Committee.

Where deemed appropriate by the Chairman of the Committee, meetings and subsequent approvals may be held or concluded by way of a circular written resolution or conference call.

A quorum shall comprise any two members of the Committee. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman.

Decisions will be based on a majority of votes with the Chairman having a casting vote.

The Committee may invite executive management team members or other individuals, including external third parties to attend meetings of the Committee, as they consider appropriate.

Access

Members of the Committee have rights of access to the books and records of the Company to enable them to discharge their duties as Committee members, except where the Board determines that such access would be adverse to the Company’s interests.

The Committee may consult independent experts where the Committee considers this necessary to carry out its duties and responsibilities. Any costs incurred as a result of the Committee consulting an independent expert will be borne by the Company.

Responsibilities

The Committee shall periodically review and consider the structure and balance of the Board and make recommendations regarding appointments, retirements and terms of office of directors. In particular, the Committee is to

  1. identify and recommend to the Board candidates for the Board after considering the necessary and desirable competencies of new Board members to ensure the appropriate mix of skills and experience and after assessment of how the candidates can contribute to the strategic direction of the Company;
  2. approve and review induction procedures for new appointees of the Board to ensure that they can effectively discharge their responsibilities;
  3. assess and consider the time required to be committed by a non-executive director to properly fulfil their duty to the Company and advise the Board;
  4. consider and recommend to the Board candidates for election or re-election to the Board at each annual shareholders’ meeting;;
  5. review directorships in other public companies held by or offered to directors and senior executives of the Company;
  6. review succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board;
  7. make recommendations to the Board on the appropriate size and composition of the Board; and
  8. make recommendations to the Board on the terms and conditions of appointment to, and removal and retirement from, the Board.

This policy is reviewed every two years.

 

 

Corporate Governance Statement

(current as at 30 September 2016)

The Board of Directors are responsible for the overall strategy, governance and performance of Birimian Limited (the Company). The Board has adopted a corporate governance framework which it considers to be suitable given the size, nature of operations and strategy of the Company.

To the extent that they are applicable, and given its circumstances, the Company adopts the eight essential Corporate Governance Principles and Best Practice Recommendations ('Recommendations') published by the Corporate Governance Council of the ASX. Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. Where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for the adoption of its own practice, in compliance with the "if not, why not" regime.

As the Company's activities develop in size, nature and scope, the implementation of additional corporate governance structures will be afforded further consideration

 

Corporate Governance Council Recommendation

Comply
(Yes / No)

Explanation

 

PRINCIPLE 1: Lay solid foundation for management and oversight

1.1

A listed entity should disclose;

  1. the respective roles and responsibilities of its board and management; and
  2. those matters expressly reserved for the board and those delegated to management.

Yes

The Board has adopted a formal Board Charter which sets out the respective roles and responsibilities of the Board and management and those matters expressly reserved to the Board and those delegated to management.

The Board is responsible for the general supervision of the management of the Company's business and affairs with the objective of enhancing shareholder value. The Board fulfills its mandate at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company's affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company's operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. The Board delegates to management responsibility for implementation of these objectives and for the day-to-day operations of the Company, including, managing the Company’s operations and cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The Board Charter is available on Birimian’s website at www.birimian.com.

1.2

A listed entity should:

  1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director;
    and
  2. provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

Yes

Prior to the putting forward of a candidate for election as a director by shareholders, as a minimum requirement, Birimian makes inquiries as to the person’s character, experience and education.

Criteria considered when appointing a new director include:

  • quality of the individual;
  • background of experience and achievements to date;
  • compatibility with other board members;
  • compatibility with the Company's business activities; and
  • ability to contribute.

All material information relevant to whether or not to elect or re-elect a director is provided to the Company’s shareholders as part of the Notice of Meeting and Explanatory Statement for each annual general meeting of the Company.

1.3

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

Yes

Non-Executive Directors are required to sign a letter of appointment.

Executive Directors are required to enter into service agreements or consulting agreements and other senior executives are required to enter into employment or consulting agreements setting out the terms of their 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 appointment of the Company Secretary is approved by resolution of the Board. The Company Secretary is accountable to the Board, through the Chairman, and is responsible for supporting the proper functioning of the Board which includes, but is not limited to, providing advice on governance and procedural issues, and the preparation of Board papers and minutes, attendance at Board meetings and maintaining policies and procedures.

1.5

A listed entity should:

  1. have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;
  2. disclose that policy or a summary of it; and
  3. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:
    1. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or
    2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

No

Explanation for Departure

The Company has not yet established a formal policy on diversity and has not established or reported measurable objectives for achieving gender diversity.

The Company makes its appointment decisions based on merit, by assessing whether a person’s skills and experience are appropriate for particular roles. It does not discriminate based on gender, age, ethnicity or cultural background.

Given the Company’s size and stage of development, it does not believe that a formal diversity policy will provide any measurable benefit to the Company that is not already provided by its existing practices in this area. However, as the Company’s operations develop, it will consider the adoption of a formal diversity policy and the setting of measurable objectives for achieving gender diversity.

The Company provides the following information regarding gender diversity as at 30 September 2016:

Category

Proportion of females

Whole organisation

18%

Senior Executives

50%

Board

Nil

1.6

A listed entity should:

  1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
  2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Yes

The Board assesses, from time to time, the effectiveness of the Board as a whole and the contribution of individual directors, including considering the appropriate size of the Board. Given the size of the Company and the management team, this process is managed informally by Directors.

1.7

A listed entity should:

  1. have and disclose a process for periodically evaluating the performance of its senior executives; and
  2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Yes

During the reporting period performance reviews of senior executives were carried out on an informal basis. As the activities of the Company develop, it will consider the establishment of more formal evaluation procedures, including quantitative measures of performance.

 

PRINCIPLE 2: Structure the Board to add value

2.1

The board of a listed entity should:

  1. have a nomination committee which:
    1. has at least three members, a majority of whom are independent directors; and
    2. is chaired by an independent director, and disclose:
    3. the charter of the committee;
    4. the members of the committee; and
    5. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR
  2. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

No

Explanation for Departure

The Board has not appointed a nominating committee because the Board fulfills these functions. The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company.

This recommendation will be satisfied at the appropriate time in the Company’s future.

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

Birimian recognise that a skills matrix is a useful tool to identify any gaps in the collective skills of the Board. Refer to the “Board Skills Matrix” in the Appendix to this document.

2.3

A listed entity should disclose:

  1. the names of the directors considered by the board to be independent directors;
  2. if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
  3. the length of service of each director.

Yes

As at 30 September 2016, the Board consisted of:

Name

Role

Date of Appointment

Independent

Winton Willesee

Non-Executive Chairman

31 January 2013

Yes

Kevin Joyce

Managing Director

25 May 2011

No

Hugh Bresser*

Non-Executive Director

25 May 2011

Yes

 

*Existing Non-Executive Chairman who was appointed as Non-Executive Director on 31 January 2013

A profile of each director containing their skills, experience, expertise and term of office is disclosed in the Directors’ Report.

2.4

A majority of the board of a listed entity should be independent directors.

Yes

The Company does have a majority of independent directors, with two of the three Board members being considered independent. The Board considers an independent director to be a non-executive director who meets the criteria for independence set out in the ASX’s Corporate Governance Principles and Recommendations.

The Board, at least annually, assesses the independence of its non-executive directors. This assessment may occur more than once each year if there is a change in circumstances that may impact upon the independence of a non-executive director.

Individual directors must not participate in assessing their own independence, and must provide to the Board all information relevant to the assessment.

In assessing independence, the Board considers all circumstances relevant to determining whether the non-executive director is free from any interest and any business or other relationship which could, or could reasonably be perceived to; materially interfere with that director's ability to exercise unfettered and independent judgment on Company issues.

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards.

2.5

The chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Yes

As shown in the table above, the Company has an independent Chairman.

2.6

A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

Yes

The Board as a whole, review the skills and experience of directors and prospective directors and ascertains any shortcomings and development opportunities.

Each new Director goes through an induction process, which includes meetings with key executives, presentation and an overview of key policies and processes.

 

PRINCIPLE 3: Act ethically and responsibly

3.1

A listed entity should:

  1. have a code of conduct for its directors, senior executives and employees; and
  2. disclose that code or a summary of it.

Yes

The Board has adopted a code of conduct that sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from its directors and employees. The Code of Conduct is available on the Company’s website at www.birimian.com.

 

PRINCIPLE 4: Safeguard Integrity in financial reporting

4.1

The board of a listed entity should:

  1. have an audit committee which:
    1. has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and
    2. is chaired by an independent director, who is not chair of the board, and disclose:
    3. the charter of the committee;
    4. the relevant qualifications and experience of the members of the committee; and
    5. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
  2. if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

No

Explanation for Departure

The Board has not appointed an audit committee because the Board fulfills these functions. The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company.

This recommendation will be satisfied at the appropriate time in the Company’s future.

4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, should receive from its CEO and CFO a declaration 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.

Yes

The Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) provide a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial risk.

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.

Yes

The Company’s external auditor is invited to, and attends, the Annual General Meeting. The auditor’s presence is made known to Shareholders during the meeting, and Shareholders are provided with an opportunity to address questions to the Auditor.

 

PRINCIPLE 5: Make timely and balanced disclosure

5.1

A listed entity should:

  1. have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and
  2. disclose that policy or a summary of it.

Yes

The Company has a Continuous Disclosure Policy that sets out the processes in place to ensure that any price sensitive information is identified, reviewed by management and disclosed to ASX in a timely manner. The Company’s Continuous Disclosure Policy is disclosed on the Company’s website.

The Continuous Disclosure Policy is designed to ensure timely and balanced disclosure of information in line with ASX Listing Rules and to ensure that all Directors’, senior executives and employees of the Company understand their responsibilities under the policy.

 

PRINCIPLE 6: Respect the rights of security holders

6.1

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

Yes

The Board aims to ensure that the Company’s shareholders are informed of all major developments affecting the Company’s state of affairs.

The Company keeps investors informed through its website (www.birimian.com), which contains information on the Company, the Board and the corporate governance policies and procedures of the Company. Through its website, investors can access copies of the Company’s annual financial report, half yearly and quarterly reports, announcements and presentations.

6.2

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

Yes

The Company has a Shareholder Communication Policy which is available on the Company’s website (www.birmian.com). This policy encourages shareholder participation and engagement with the Company.

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.

Yes

The Board encourages full participation of shareholders at the shareholders’ meetings. Shareholders are provided with access to notices of meeting and the Chairman’s address prior to the meetings. Shareholders are also given the opportunity to ask questions of Directors and management, either during or after shareholders’ meetings.

6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security register electronically.

Yes

The Company welcomes electronic communication from its Shareholders via its publicised email address (info@birimian.com). In addition, details of ASX announcements and Company reports are distributed to interested parties via email as well as being uploaded to the website.

The Company’s share registry also engages with Shareholders electronically and makes available a range of relevant forms on its website. Shareholders can register with the Share Registry to access their personal information and shareholdings via the internet.

 

PRINCIPLE 7: Recognise and manage risk

7.1

The board of a listed entity should:

  1. have a committee or committees to oversee risk, each of which:
    1. has at least three members, a majority of whom are independent directors; and
    2. is chaired by an independent director; and disclose:
    3. the charter of the committee;
    4. the members of the committee; and
    5. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
  2. if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

No

Explanation for Departure

The Company does not currently have a risk management committee. The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company. This recommendation will be satisfied at the appropriate time in the Company’s future.

In the absence of a risk management committee, the Board assumes responsibility for overseeing and approving risk management strategy and policies, internal compliance and non-financial internal control and the Board are fully aware of the various risks that affect the Company and its particular business.

The Company has a framework in place to safeguard the Company’s assets and interests and ensure that business risks are identified and properly managed. This includes procedures and limits to manage financial risk.

To assist in discharging this responsibility the Board has in place a control framework which includes the following:

  • annual budget and operating plan, approved by the Board;
  • regular reporting to the Board on a number of key areas including safety, environment, financial, insurance and legal matters; and
  • the segregation of duties (where possible).

The Board recognise the responsibility for the risk management and control framework and responsibility for relevant internal controls and risk management practices are delegated to the appropriate level of management within the Company.

Management, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management.

7.2

The board or a committee of the board should:

  1. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and
  2. disclose, in relation to each reporting period, whether such a review has taken place.

No

Explanation for Departure

The Company’s risk management framework is subject to continual review as part of the ongoing reporting and approval processes detailed above. The Company will consider implementing a more formal annual review process as its business operations develop.

7.3

A listed entity should disclose:

  1. if it has an internal audit function, how the function is structured and what role it performs; or
  2. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

No

Explanation for Departure

The Company does not currently have a formal internal audit function due to the size of the Company and the need to conserve cash.

As detailed above, the Board oversees the effectiveness of risk management and internal control processes.

Under the Company’s Risk Management Policy, responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required by the Board to report back on the efficiency and effectiveness of risk management.

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.

Yes

The Company’s principal activity is mineral exploration. As such, the Company’s risk exposure includes
the following risks:

Environmental

The operations and activities of the Company are subject to environmental laws and regulations. As with most exploration and development projects, the Company's operations and activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Company attempts to conduct its operations and activities to the required standard of environmental obligation, including compliance with applicable environmental laws.

Economic

General: the mining industry is impacted by global economic conditions and events. Specifically, the current commodity market conditions have had an impact on the cost and availability of financing and liquidity for commodity related companies and there is no assurance that the Company will successfully finance ongoing operations. Energy, commodity and consumables prices and currency exchange rates impact the Company's operating costs and the devaluation and/or volatility of global stock markets could also adversely impact the Company’s financial condition.

Commodity price risk: if the Company’s existing project is developed to production, the majority of the Company's revenue will be derived from the sale of lithium, gold, nickel and other base metals. Therefore, fluctuations in the prices of lithium, gold, nickel and other base metals represent one of the most significant factors that we expect will affect our future operations and potential profitability. The price of lithium, gold, nickel and other base metals is affected by numerous factors beyond the control of the Company such as supply and demand for lithium, gold, nickel and other base metals, changes in global economies, confidence in the industry as well as other global or regional political, social or economic events. The supply of lithium, gold, nickel and other base metals consists of a combination of new mine production and existing stocks held by producers and consumers. Future production from the Company’s mining properties, is dependent upon the price of lithium, gold, nickel and other base metals being at a sufficient level to make these properties economic. Future price declines in the market value of lithium, gold, nickel and other base metals could cause the continued development of, and eventually the commercial production from the Company’s properties to be rendered uneconomic.

Access to capital: the Company’s ongoing activities may require substantial further financing in the future for its business activities. Given the Company’s stage of development and the current state of equity capital markets, assurances cannot be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all.

Governmental: any future mining operations will be subject to a number of taxes, royalties, regulations and charges which can impact on the future profitability of the Company.

Social Sustainability

The Company values economic, environmental and social sustainability within the areas which it operates. In order to mitigate any material exposure to economic, environmental and social sustainability risks, the Company undertakes regular monitoring and assessment of both its operating and non-operating assets to ensure that all activities are conducted in a manner that is consistent with the Company’s commitment to safe and sustainable operations. Current monitoring and assessment has not indicated any material exposures in the areas of environmental and social sustainability.

 

PRINCIPLE 8: Remunerate fairly and responsibly

8.1

The board of a listed entity should:

  1. have a remuneration committee which:
    1. has at least three members, a majority of whom are independent directors; and
    2. is chaired by an independent director;
    3. and disclose:
    4. the charter of the committee;
    5. the members of the committee; and
    6. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those) meetings; or
  2. if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

No

Explanation for Departure

The Board has not established a remuneration committee because the Board currently fulfills these functions. It is the Board’s objective to retain high quality directors’ and senior executives. In the absence of a remuneration committee, the Board assesses the appropriateness of the nature and amount of emoluments of such directors and senior executives on a periodic basis.

The Board has considered this matter and decided that the non-compliance does not affect the operation of the Company. This recommendation will be satisfied at the appropriate time in the Company’s future.

8.2

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

Yes

Non-executive directors are paid a fixed annual fee for their services to the Company as Non-Executive Directors. Non-executive directors are also eligible to participate in the Company’s Share Option Plan.

Executive Directors and other senior executives typically receive remuneration comprising base salary or consulting fees and other fixed benefits based on the terms of their respective employment/consulting agreements with the Company. Executive Directors and senior executives are also eligible to participate in the Company’s Share Option Plan.

8.3

A listed entity which has an equity-based remuneration scheme should:

  1. have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and
  2. disclose that policy or a summary of it.

Yes

Key management personnel are required to comply with the Company’s Securities Trading Policy. This policy is available on the Company’s website at www.birimian.com.

 

Appendix – 1

Birimian Limited Board Skills Matrix

Board of Directors

 

Winton Willesee

Kevin Joyce

Hugh Bresser

Appointment Date

31 January 2013

25 May 2011

25 May 2011

Skills & Experience

Listed board experience

 

International experience

Financial – including accounting and/or corporate finance

   

Capital markets

Exploration sector experience

Geological experience

 

Project development experience

 

 

Contact Us

Birimian Limited
Second Floor, Spectrum Building
100 - 104 Railway Road
Subiaco WA 6008
Australia
P: +61 8 6382 2226

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