The Board of Directors of Anax Metals Limited (the “Company”) is responsible for monitoring the business undertakings of the Company and protecting the rights and interests of shareholders, in accordance with the Company Constitution approved by shareholders on 22 November 2022.
High standards of corporate governance are considered essential to give effect to these responsibilities.
The Company’s corporate governance policies are set and reviewed from time to time by the Board having regard to any changing circumstances of the Company and the best interests of shareholders.
Accordingly, the Company has, where appropriate, sought to adopt the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (the ‘Principles’).
The corporate governance principles and practices adopted by the Company may differ from those set out in the ASX Recommendations where the Board considers that adherence is not appropriate, having regard to the nature, complexity and size of the Company’s business.
Corporate Governance Principles and policies
LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
The Board of Directors is responsible for overseeing the management of the Company, determining corporate strategy and approving all major acquisitions, financing and other significant corporate actions.
The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the board of directors, the Chair and management.
It includes a description of those matters expressly reserved to the Board and those delegated to management.
The Board is responsible for ensuring that the performance of the Board, its committees and individual Directors and senior executives is evaluated on an annual basis. It may do so with the aid of an independent advisor.
The Board’s overarching objective is to deliver sustainable growth in total shareholder return.
In pursuing this we manage our business and make our decisions consistent with the following values:
- Fairness & Respect
The Board is committed to creating and maintaining a culture of proper conduct and fair and honest dealing in its business activities, and is committed to achieving the following objectives:
- ensuring its business affairs are conducted legally, ethically and with integrity;
- ensuring that the Company adopts high standards of occupational health and safety, environmental management and ethics;
- managing its legal obligations and the reasonable expectations of stakeholders effectively; and
fostering and maintaining a culture of ownership, care, professional excellence, confidentiality, integrity and freedom from any conflict or perceived conflict of interest in each of the Company’s employees and consultants.
The Board encourages the reporting of any instances of suspected unethical, illegal, fraudulent, or undesirable conduct involving the Company and provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation or reprisal.
The Company has a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings.
Any material breaches to the Anti-Bribery and Corruption policy should be disclosed to the Board in accordance with the Company’s ABC Policy.
SAFEGUARD INTEGRITY IN CORPORATE REPORTING
Currently the Board has not established a separate Audit Committee due to the Company’s current complexity and size. The Board has however adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of the Audit and Risk Committee. Until such time that a separate committee is established, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent practicable).
The Board follows the approved Policy on Selection, Appointment and Rotation of External Auditors.
Under the Company’s Continuous Disclosure Policy, the Board, should ensure that there is a process to verify the integrity of any periodic report it releases to the market that is not audited or reviewed by an external auditor.
Before an announcement is released to the market, the Company ensures that the Company Secretary has completed its review process, the announcement has been circulated to the Board for review and have been authorised for release in writing.
TIMELY AND BALANCED DISCLOSURE
The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company’s continuous disclosure obligations.
As such, the Company has adopted a written Continuous Disclosure Policy to ensure compliance with their ASX Listing Rule disclosure obligations.
The Company Secretary is the nominated person responsible for delivery of all material market announcements to the Board promptly after they have been issued.
RESPECT THE RIGHTS
OF SECURITY HOLDERS
The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
The Company is required to send the following documents to Shareholders, and Shareholders are entitled to receive:
- documents that relate to a meeting of Shareholders, such as a notice of meeting and proxy form
- the Annual Report (comprising the financial report, directors’ report and auditor’s report for the relevant financial year)
- a notice of members’ rights under section 110K of the Corporations Act unless the notice is readily available on the website; and
- any other documents prescribed by relevant regulations.
The Board is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes.
At this time, the Board has not established a separate Audit & Risk Committee due to the Company’s current position, complexity and size. The Board has however adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of the Audit and Risk Committee. Until such time that a separate committee is established, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent practicable).
The Audit and Risk Committee Charter & Risk Management Policy requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.
The Company has adopted a Risk Management Policy to assist the Company to effectively identify, assess, monitor and manage its business risk, including any material changes to its risk profile.
The Company’s Corporate Governance Plan requires the Company to 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. The Company will disclose any material risk exposures in its Annual Report, through ASX announcements and on its ASX website as part of its continuous disclosure obligations.
The Company’s Performance Evaluation Policy states that the Board is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives, separately.
The Non-Executive Directors are paid a fixed annual fee for their service to the Company as Non-Executive Directors.
Executive Directors of the Company typically receive remuneration comprising a base salary component and equity-based remuneration incentive.
The Company has adopted a Company Trading Policy which provides that participants must not, without prior written approval by the relevant person specified in the Policy, deal in the securities of the Company.