The Group recognises the need for the highest standards of corporate behaviour and accountability. The Directors accordingly follow, where possible, the recommendations set by the ASX Corporate Governance Council.
The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity; pursuing the true spirit of corporate governance.
The Board, senior executives and employees are committed to achieving the objectives of best corporate governance practice that include:
- the adoption of a corporate governance policy;
- the establishment of a Board charter; and
- an annual review of the composition of the Board to ensure an appropriate balance of skills and experience.
The Board and management have, to the extent that they are applicable to the company, adopted the 10 Essential Corporate Governance Principles and each of the Best Practice Recommendations as published by the ASX Corporate Governance Council (ASX Principles and Recommendations).
As an Australian incorporated company, MC Mining must comply with the Australian Corporations Act 2001 (Cth). The Company is not subject to the UK City code on Takeovers and Mergers.
Policies and documents
Role of the board
The role of the Board is to provide leadership for and supervision of the Company’s senior management. The Board provides the strategic direction of the Company and regularly measures the progression by senior management of that strategic direction.
The key responsibilities of the Board include:
- Overseeing the Company, including its control and accountability systems
- Appointing the Chief Executive Officer (CEO), or equivalent, for a period and on terms as the Directors see fit and, where appropriate, removing the CEO, or equivalent
- Ratifying the appointment and, where appropriate, the removal of senior executives, including the Chief Financial Officer (CFO) and the Company Secretary
- Ensuring the Company’s policy and procedures for selection and (re)appointment of Directors is reviewed in accordance with the Company’s Nomination Committee Charter
- Approving the Company’s policies on risk oversight and management, internal compliance and control, Code of Conduct, and legal compliance, which is available on the Company’s website
- Satisfying itself that senior management has developed and implemented a sound system of risk management and internal control in relation to financial reporting risks and reviewed the effectiveness of the operation of that system
- Assessing the effectiveness of senior management’s implementation of systems for managing material business risk including the making of additional enquiries and to request assurances regarding the management of material business risk, as appropriate
- Monitoring, reviewing and challenging senior management’s performance and implementation of strategy
- Ensuring appropriate resources are available to senior management
- Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures
- Monitoring the financial performance of the Company
- Ensuring the integrity of the Company’s financial and other reporting (with the assistance of the Audit and Risk Committee) through approval and monitoring
- Providing overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company
- Appointing the external auditor (where applicable, based on recommendations of the Audit and Risk Committee) and the appointment of a new external auditor when any vacancy arises, provided that any appointment made by the Board must be ratified by shareholders at the next Annual General Meeting (AGM) of the Company
- Engaging with the Company’s external auditors and Audit and Risk Committee
- Monitoring compliance with all of the Company’s legal obligations, such as those obligations relating to the environment, native title, cultural heritage and occupational health and safety
- Making regular assessments of whether each Non-executive director is independent in accordance with the Company’s policy on assessing the independence of directors
- The Board has delegated responsibilities and authorities to management to enable them to conduct the Company’s day-to-day activities. Matters which are not covered by these delegations, such as approvals which exceed certain limits, require Board approval.
The Board has established a Board Charter which sets out functions reserved to the Board and those delegated to senior executives.
Board committees and charters
The Board has established four standing Committees to assist it to meet its responsibilities, the Audit and Risk Committee, Nomination and Remuneration Committee, Safety, Health and Environment Committee and the Social and Ethics Committee. Each standing Committee has a formal Charter approved by the Board setting out the matters relevant to composition, terms of reference, process and administration of that Committee.
Audit and Risk Committee
The role of the Audit and Risk Committee is to:
- Monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments
- Review the Company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems
- Monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services
- Monitor and review compliance with the Company’s Code of Conduct
- Perform such other functions as assigned by law, the Company’s Constitution, or the Board
Nomination and Remuneration Committee
The Committee’s nomination responsibilities include ensuring that the Board has the appropriate blend of Directors with the necessary expertise and relevant industry experience. As such, the Charter requires the Committee to:
- Regularly review the size and composition of the Board, and make recommendations to the Board on any appropriate change
- Identify and assess necessary and desirable Director competences and provide advice on the competency levels of Directors with a view to enhancing the Board
- Make recommendations on the appointment and removal of Directors
- Make recommendations on whether any Directors whose term of office is due to expire should be nominated for re-election
- Regularly review the time required from Non-executive Directors and whether Non-executive Directors are meeting that requirement
Safety, Health and Environment Committee
The Safety, Health and Environment Committee plays a crucial role in overseeing the company’s operational integrity and sustainability., its responsibilities are:
- Assist the Board in the effective discharge of its responsibilities in relation to the safety, health and environmental (“SHE”) issues for the Group, and the oversight of risks relating to these issues,
- Understand the SHE issues affecting the Group’s operations;
- Ensure that appropriate systems and processes for identifying,assessing and managing the SHE risks of the Group (“SHE Systems”) are developed and implemented,
- Monitor compliance with and evaluate the effectiveness of the SHE Systems, through regular updates from management and internal and external audits;
- Monitor the Group’s overall SHE performance;
- Review, consider and encourage management’s mechanisms for encouraging a culture of safety;
- Regularly review the SHE Systems and the supporting management systems and processes;
- Receive reports from management and review the investigation of and actions taken by management with respect to material SHE incidents within the Group’s operations;
Social and Ethics Committee
The purpose of the Committee is to:
- Assist the Board in discharging its oversight responsibilities relating to social, ethical and sustainable development matters and to ensure the Company upholds the principles of good corporate citizenship and conducts its business in an ethical and sustainable manner.
- Monitor, provide strategic guidance and advise management on matters within its area of responsibility.
- The scope of the Committee’s activities extends to all relevant operations of the Company and the group.
- The Committee should monitor the Company’s activities, having regard to any relevant legislation, other legal requirements and prevailing codes of international best practice with regards to the following matters:
- Sustainable Development including the Company’s compliance with the United Nations Global Compact Principles; OECD recommendations on corruption; Employment Equity Act and Broad-Based Black Economic Empowerment Act;
- Responsible Corporate Citizenship including the promotion of equality, prevention of unfair discrimination, reduction of corruption; contribution to community development;
- Stakeholder management;
- Organisational Ethics; and
- Social Licence to operate.
