Other Oversight Committees and Standards
Remuneration Committee
- The following are intended to form part of the usual procedures for the committee’s purpose:
- review and make recommendations to the Board for approval, on the advice of the Managing Director, of the remuneration amounts and packages for executives and senior managers, other than the Managing Director;
- review and make recommendations to the Board for approval of the Managing Director's remuneration amount and package;
- review remuneration policies and practices generally including incentive schemes for employees and performance targets as submitted by the Managing Director and, where necessary for approval by the Board;
- review and ensure compliance with the Company’s obligations in relation to employee benefits and entitlements, superannuation and termination payments;
- review and make recommendations to the Board on the Company’s recruitment, retention and termination policies for senior management;
- review, formulate policy and monitor progress of succession planning generally in the Company and make recommendations to the Board for approval;
Safety and Environmental Committee
The Company recognizes the importance of environmental and occupational health and safety issues. The Company is committed to compliance with all relevant laws and regulations and continually assesses its operations to ensure the protection of the environment, the community and the health and safety of its employees. The Company intends to use contractors extensively. Contractors will be required to submit their safety, environmental and disaster recovery procedure as part of the due diligence to be conducted prior to the awarding of a contract.
The main role of the Safety and Environmental Committee is to:
- review the adequacy of compliance with all regulatory requirements in respect of the environment and occupational health and safety;
- monitor the management of identified risks, highlight new risks and review the actions to be taken for their control;
- support the culture of safe working practices and concern for the environment throughout the Company;
- review any serious injury or major environmental incident; and
- review proper practices are followed by all contractors.
Reporting
The committee chairman will usually provide an oral report to the Board of any material matters arising out of the previous meeting of the committee. The minutes of any meetings will be provided to the Board with its Board papers for information.
Review
The Board will, at least once a year review the membership and charter of the committee to determine its adequacy and effectiveness for current circumstances. The committee may make recommendations to the Board in relation to the committee’s membership, purpose and responsibilities.
Ethical Standards
It is the Company's objective to appropriately balance, protect and enhance the interests of its key stakeholders. Proper behavior by the Company's directors, officers, employees and those the Company contracts to do work for it is essential in achieving this objective.
This Code of Conduct:
- sets out the standards of behavior to apply to every aspect of the Company's dealings and relationships both inside and outside of the Company;
- refers to policies, practices and procedures adopted by the Company to assist and guide the Company and its people to meet those standards;
- applies to the directors, officers and employees and where relevant and to the degree to which it is able, the contractors of the Company.
Meeting the standards means that each person who this Code applies to will take responsibility for conducting themselves in accordance with this Code in the context of their role in the Company.
Standards of Behavior
The following standards of behavior apply:
- Comply with the laws that govern the Company and its operations.
- Act honestly and with integrity and fairness in all dealings with others and each other
- Avoid or manage conflicts of interest.
- Use Company assets properly and efficiently for the Company's benefit.
- Contribute to the well being of the Company's key stakeholders.
- Seek to be an exemplary corporate citizen.
Comply with the laws that govern the Company and its operations
This means:
- The Company aims to act in each place it operates, in a manner which complies with both the letter and the spirit of the law.
- Directors, officers and employees need to be familiar with the duties and responsibilities applying to them under the laws relevant to the Company and in the context of their role in the Company.
- Directors, officers and employees are encouraged to:
- ask for clarification and assistance about the application and interpretation of any law;
- regularly update their knowledge of the law as it applies to their role with the Company and undertake relevant training or professional development as necessary.