Board Responsibility at Austin Exploration Limited
The Board of Directors ultimately takes responsibility for corporate governance and operates in accordance with the Company's Constitution. The company’s framework is designed to enable the board to provide strategic guidance for the company and effective oversight of management. It nominates the respective roles and responsibilities of board members and senior executives in order to facilitate board and management accountability to both the company and its shareholders. The Board develops strategies for the company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance process are to:
- Drive shareholder value;
- Ensure a prudent and ethical base to the Company’s conduct and activities; and
- Ensure compliance with the Company’s legal and regulatory obligations.
Consistent with these goals, the Board assumes the following responsibilities:
- Oversight of the company including its control and accountability systems;
- Input into and final approval of management’s development of corporate strategy and performance objectives;
- Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
- Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
- Approving and monitoring financial and other reporting;
- Monitoring senior management’s performance and implementation of strategy and ensuring appropriate resources are available;
- Appointing and removing the general manager; and
- Ratifying the appointment and where appropriate, the removal of the chief financial officer (or equivalent) and company secretary.
- Board Composition
One third of the Board will retire and be subject to election at the next annual general meeting of the Company. Subsequent Directors will be appointed initially by the Board, subject to election by Shareholders at the next annual general meeting.
The Board is to be composed of a majority of non-executive Directors, including the Chairman. The Chairman of the Board is to be elected by the Board and the performance of Directors is to be reviewed on an ongoing basis. The chairman is an independent director and is responsible for the leadership of the board, for the efficient organization and conduct of the board’s function and for the briefing of all directors in relation to issues arising at board meetings. He also reviews the performance of each director.
The board considers that each of the non-executive directors was an independent director at the date of the Annual Report. Directors have the right, in connection with their duties and responsibility as Directors, to seek independent professional advice at the Company's expense. Prior approval of the Chairman is required, which will not be unreasonably withheld.
The Board accepts that it has the responsibility for internal control procedures within the Company. Compliance with these procedures covering financial reporting, quality and integrity of personnel and operational control is to be regularly monitored.
All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
The external auditor will be requested to attend annual general meetings and be available to answer questions from the shareholders in relation to the conduct of the audit.
The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and their term in office are detailed in the directors’ report.