In carrying out the responsibilities and powers set out below, the Board:
- recognises its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of the Company and its shareholders; and
- recognises its duties and responsibilities to its employees, customers, creditors, and the community.
Where the Company’s corporate governance practices do not correlate with the practices recommended by the ASX Corporate Governance Council, the Company is working towards compliance. However, it does not consider that all these practices are appropriate for the Company due to the location, size, type, and scale of the Company’s operations.
A full copy of the code of the Board Charter can be downloaded by clicking on the attached link:
Corporate Code of Conduct
The purpose of this Corporate Code of Conduct is to provide a framework for decisions and actions in relation to responsible and ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from Directors and employees.
A full copy of the code of Conduct can be downloaded by clicking on the attached link: Code of Conduct
Audit Committee Charter
The purpose of the Audit Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. A full copy of the charter can be downloaded by clicking on the attached link: Audit Committee Charter
Risk Committee Charter
The purpose of the Risk Committee is to assist the Board with the identification and management of the business and operational risks faced by the Company. A full copy of the charter can be downloaded by clicking on the attached link: Risk Committee Charter
Renumeration & Nomination Committee Charter
The purpose of the Remuneration and Nomination Committee is to support and advise the Board in fulfilling its responsibilities to shareholders. A full copy of the charter can be downloaded by clicking on the attached link: Remuneration and Nomination Charter
Performance Evaluation Policy
The Remuneration and Nomination Committee (excluding the subject of evaluation where they are a member of the Remuneration and Nomination Committee) will arrange an annual performance evaluation of senior executives of the Company. To assist in this process an independent adviser may be used.
This evaluation will be based on specific criteria, including the business performance of the Company and its subsidiaries, whether strategic objectives are being achieved and the development of management and personnel.
Each senior executive’s performance will be assessed against his or her designated roles and responsibilities.
A full copy of the policy can be downloaded by clicking on the attached link: Performance Evaluation Policy
Continuous Disclosure Policy
We committed to continuous disclosure of material information as a means of promoting transparency and investor confidence. The practices of our Company are fully compliant with the Listing Rules, including in particular those regarding continuous disclosure.
Once listed, we will be a ‘disclosing entity’ under the Corporations Act. As such, we will be subject to the continuous disclosure requirements of the Listing Rules and the Corporations Act. Subject to the exceptions contained in the Listing Rules, we will be required to disclose to ASX any information concerning our Company that is not generally available and which, if it were available, a reasonable person would expect to have a material effect on the price or value of our securities. In addition, we will provide ASX with any information ASX requests to correct or prevent a false market in our Company’s securities.
All information provided to ASX for release to the market will be posted to our website at www.ikwezimining.com after ASX confirms an announcement has been made.
A full copy of the policy can be downloaded by clicking on the attached link: Continuous Disclosure Policy
Risk Management Policy
We are committed to the identification, monitoring and management of risks associated with our business activities and has established policies in relation to the implementation of practical and effective control systems.
The Board has delegated to the Risk Committee responsibility for identifying and overseeing major risk areas and that systems are in place to manage them, and report to the Board as and when appropriate.
A full copy of the policy can be downloaded by clicking on the attached link: Risk Management Policy
Securities Trading Policy
Our Directors, officers, employees, and contractors will be in possession of information relating to our Group and, possibly, other companies. From time to time, some of this information may be classified as “inside information”. Under Australian corporation legislation, insider trading laws operate to prohibit people in possession of non public price-sensitive information from dealing in securities or passing on the information to other people who may deal in securities.
We have adopted a securities trading policy that explains the prohibition on insider trading and also limits trading by Restricted Persons (including Directors and employees) during specific “blackout periods” or trading windows such as the day of release of our Company’s full and half-year results announcements or the day of our Annual General Meeting. Any such a Restricted Person must notify the Managing Director (or if the Restricted Person is the Managing Director, the Board through the Company Secretary), or his or her delegate, of their intention to trade in Company securities in advance, of their intention to trade in Company Securities and satisfy various requirements before trading in the securities. Once a Restricted Person has completed a trade in the Company’s securities, the Managing Director (or if the Restricted Person notifying is the Managing Director, the Company Secretary), or his or her delegate, must be advised that the trade has been completed and in the case of Directors, provided with sufficient information to enable the Company to comply with the requirements to notify a change of interests to ASX.
A full copy of the policy can be downloaded by clicking on the attached link: Securities Trading Policy
Shareholders Communications Policy
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:
- communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders and the general meetings of the Company;
- giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;
- encouraging shareholders to participate in general meetings of the Company; and
- requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
A full copy of the policy can be downloaded by clicking on the attached link: Shareholder Communications Policy
The Company recognises that a talented and diverse workforce is a key competitive advantage and that an important contributor to the Company’s success is the quality, diversity and skills of its people.
The Board does not consider that at this stage it is appropriate for the Company to implement a diversity policy consistent with the ASX Corporate Governance Principles and Recommendations as it is already required to comply with the diversity requirements under the Broad-Based Socio-Economic Empowerment Charter, September 2010 (Mining Charter), published and implemented by the South African Department of Mineral Resources.
The Mining Charter aims at facilitating the participation of historically disadvantaged South Africans (HDSA’s) in the mining and minerals industry by providing specific targets that must be met by 2014 in order to effect complete transformation and promote sustainable development and growth of the industry. HDSA’s are defined as “any person, category of persons or community, disadvantaged by unfair discrimination” on the basis of race, gender or disability and includes females generally as well as Black, Indian, Chinese and Coloured people.
Amongst other things, under the Mining Charter, in furtherance of employment equity targets, a holder of a mining right must reach 40% HDSA representation at all levels of management and core skills by no later than 2014.
A full copy of the policy can be downloaded by clicking on the attached link: Diversity Policy
Definition of Independence
The Definition of Independence provides details on what is defined as an Independent Director and various applicable material thresholds.
A full copy of the Definition of Independence can be downloaded by clicking on the attached link: Definition of Independence
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement sets out Ikwezi Mining Limited’s (the Company) compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Recommendations).
The Board is committed to ensuring that our Company is properly managed to protect and enhance Shareholder interests and that we and our Directors, officers, and employees operate in an appropriate environment of corporate governance.
Accordingly, the Board has adopted corporate governance policies and practices (the majority of which are in accordance with ASX’s Corporate Governance Principles and Recommendations (ASX Recommendations)) designed to promote the responsible management and conduct of our Company.
Our main policies and practices can be viewed by downloading a full copy of the reports for the respective periods by clicking on the attached link/s