Wrap Text
Appendix 4G and 2018 Corporate Governance Statement
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
Appendix 4G and 2018 Corporate Governance Statement
Rules 4.7.3 and 4.10.31
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
TAWANA RESOURCES NL
ABN / ARBN: Financial year ended:
69 085 166 721 31 DECEMBER 2017
Our corporate governance statement2 for the above period above can be found at:3
These pages of our annual report:
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The
corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate
Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its
corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its
reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation
during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it
must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate
governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses
the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting
period.
3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the
entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and
just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options,
you can also, if you wish, delete the “OR” at the end of the selection.
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This URL on our website: www.tawana.com.au/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 26 March 2018 and has been approved by
the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 28 March 2018
Name of Company Secretary authorising Alexei Fedotov
lodgement:
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: … the fact that we follow this recommendation: Not applicable
(a) the respective roles and in our Corporate Governance Statement
responsibilities of its board and
management; and … and information about the respective roles and
responsibilities of our board and management (including
(b) those matters expressly reserved to those matters expressly reserved to the board and those
the board and those delegated to delegated to management):
management.
in our Corporate Governance Statement
1.2 A listed entity should: … the fact that we follow this recommendation: Not applicable
(a) undertake appropriate checks before in our Corporate Governance Statement
appointing a person, or putting
forward to security holders a
candidate for election, as a director;
and
(b) provide security holders with all
material information in its possession
relevant to a decision on whether or
not to elect or re-elect a director.
1.3 A listed entity should have a written … the fact that we follow this recommendation: Not applicable
agreement with each director and senior
executive setting out the terms of their
in our Corporate Governance Statement
appointment.
1.4 The company secretary of a listed entity … the fact that we follow this recommendation: Not applicable
should be accountable directly to the board,
through the chair, on all matters to do with
in our Corporate Governance Statement
the proper functioning of the board.
1.5 A listed entity should: … the fact that we have a diversity policy that complies an explanation why
(a) have a diversity policy which includes with paragraph (a): that is so in our
requirements for the board or a in our Corporate Governance Statement Corporate
relevant committee of the board to Governance
set measurable objectives for … and a copy of our diversity policy or a summary of it: Statement
achieving gender diversity and to at www.tawana.com.au/corporate-governance
assess annually both the objectives
… and the measurable objectives for achieving gender
diversity set by the board or a relevant committee of the
4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column
from the form and re-format it.
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
and the entity’s progress in achieving board in accordance with our diversity policy and our
them; progress towards achieving them:
(b) disclose that policy or a summary of in our Corporate Governance Statement OR
it; and
(c) disclose as at the end of each at [insert location]
reporting period the measurable … and the information referred to in paragraphs (c)(1) or
objectives for achieving gender (2):
diversity set by the board or a
relevant committee of the board in in our Corporate Governance Statement
accordance with the entity’s diversity
policy and its progress towards
achieving them and either:
(1) the respective proportions of
men and women on the board, in
senior executive positions and
across the whole organisation
(including how the entity has
defined “senior executive” for
these purposes); or
(2) if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in and
published under that Act.
1.6 A listed entity should: … the evaluation process referred to in paragraph (a): an explanation why
(a) have and disclose a process for in our Corporate Governance Statement that is so in our
periodically evaluating the Corporate
performance of the board, its … and the information referred to in paragraph (b): Governance
committees and individual directors; in our Corporate Governance Statement Statement
and
(b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
1.7 A listed entity should: … the evaluation process referred to in paragraph (a): Not applicable
(a) have and disclose a process for in the Board and Executive Charter at
periodically evaluating the www.tawana.com.au/corporate-governance
performance of its senior executives;
and … and the information referred to in paragraph (b):
(b) disclose, in relation to each reporting in our Corporate Governance Statement
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: If the entity complies with paragraph (a): Not applicable
(a) have a nomination committee … the fact that we have a nomination committee that
which: complies with paragraphs (1) and (2):
(1) has at least three members, a in our Corporate Governance Statement
majority of whom are
independent directors; and … and a copy of the charter of the committee:
(2) is chaired by an independent at www.tawana.com.au/corporate-governance
director, … and the information referred to in paragraphs (4) and
and disclose: (5):
(3) the charter of the committee; at page 41 of The Company’s Annual Report
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
(4) the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a nomination
committee, disclose that fact and
the processes it employs to
address board succession issues
and to ensure that the board has
the appropriate balance of skills,
knowledge, experience,
independence and diversity to
enable it to discharge its duties
and responsibilities effectively.
2.2 A listed entity should have and disclose a … our board skills matrix: Not applicable
board skills matrix setting out the mix of
skills and diversity that the board currently
in our Corporate Governance Statement
has or is looking to achieve in its
membership.
2.3 A listed entity should disclose: … the names of the directors considered by the board to Not applicable
(a) the names of the directors be independent directors:
considered by the board to be in our Corporate Governance Statement
independent directors;
… and, where applicable, the information referred to in
(b) if a director has an interest, paragraph (b):
position, association or relationship
of the type described in Box 2.3 but in our Corporate Governance Statement
the board is of the opinion that it … and the length of service of each director:
does not compromise the
independence of the director, the in our Corporate Governance Statement
nature of the interest, position,
association or relationship in
question and an explanation of why
the board is of that opinion; and
(c) the length of service of each
director.
2.4 A majority of the board of a listed entity an explanation for
should be independent directors. non-compliance for
the full year in our
Corporate
Governance
Statement
2.5 The chair of the board of a listed entity … the fact that we follow this recommendation: Not applicable
should be an independent director and, in
particular, should not be the same person
in our Corporate Governance Statement
as the CEO of the entity.
2.6 A listed entity should have a program for … the fact that we follow this recommendation: Not applicable
inducting new directors and provide
appropriate professional development
in our Corporate Governance Statement
opportunities for directors to develop and
maintain the skills and knowledge needed
to perform their role as directors
effectively.
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: … our code of conduct or a summary of it: Not applicable
(a) have a code of conduct for its at www.tawana.com.au/corporate-governance
directors, senior executives and
employees; and
(b) disclose that code or a summary of
it.
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should: If the entity complies with paragraph (a): Not applicable
(a) have an audit committee which: … the fact that we have an audit committee that complies
(1) has at least three members, all with paragraphs (1) and (2):
of whom are non-executive in our Corporate Governance Statement
directors and a majority of
whom are independent … and a copy of the charter of the committee:
directors; and at www.tawana.com.au/corporate-governance
(2) is chaired by an independent … and the information referred to in paragraphs (4) and
director, who is not the chair of (5):
the board,
and disclose: at pages 8-11 and 41 of the Company’s Annual
Report
(3) the charter of the committee;
(4) the relevant qualifications and
experience of the members of
the committee; and
(5) in relation to each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have an audit
committee, disclose that fact and
the processes it employs that
independently verify and safeguard
the integrity of its corporate
reporting, including the processes
for the appointment and removal of
the external auditor and the rotation
of the audit engagement partner.
4.2 The board of a listed entity should, before … the fact that we follow this recommendation: Not applicable
it approves the entity’s financial
statements for a financial period, receive
in our Corporate Governance Statement
from its CEO and CFO a declaration that,
in their opinion, the financial records of
the entity have been properly maintained
and that the financial statements comply
with the appropriate accounting standards
and give a true and fair view of the
financial position and performance of the
entity and that the opinion has been
formed on the basis of a sound system of
risk management and internal control
which is operating effectively.
4.3 A listed entity that has an AGM should … the fact that we follow this recommendation: Not applicable
ensure that its external auditor attends its
AGM and is available to answer questions
in our Corporate Governance Statement
from security holders relevant to the audit.
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: Not applicable
… our continuous disclosure compliance policy or a summary of it:
(a) have a written policy for complying at www.tawana.com.au/corporate-governance
with its continuous disclosure
obligations under the Listing Rules;
and
(b) disclose that policy or a summary
of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information … information about us and our governance on our Not applicable
about itself and its governance to website:
investors via its website.
at www.tawana.com.au/corporate-governance
6.2 A listed entity should design and … the fact that we follow this recommendation: Not applicable
implement an investor relations program
to facilitate effective two-way
in our Corporate Governance Statement
communication with investors.
6.3 A listed entity should disclose the policies … our policies and processes for facilitating and Not applicable
and processes it has in place to facilitate encouraging participation at meetings of security holders:
and encourage participation at meetings
of security holders.
at www.tawana.com.au/corporate-governance
6.4 A listed entity should give security holders … the fact that we follow this recommendation: Not applicable
the option to receive communications
from, and send communications to, the
in our Corporate Governance Statement
entity and its security registry
electronically.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: If the entity complies with paragraph (a): Not applicable
(a) have a committee or committees to … the fact that we have a committee or committees to
oversee risk, each of which: oversee risk that comply with paragraphs (1) and (2):
(1) has at least three members, a in our Corporate Governance Statement
majority of whom are
independent directors; and … and a copy of the charter of the committee:
(2) is chaired by an independent at www.tawana.com.au/corporate-governance
director, … and the information referred to in paragraphs (4) and
and disclose: (5):
(3) the charter of the committee; at page 41 of The Company’s Annual Report
(4) the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a risk committee
or committees that satisfy (a)
above, disclose that fact and the
processes it employs for
overseeing the entity’s risk
management framework.
7.2 The board or a committee of the board … the fact that board or a committee of the board Not applicable
should: reviews the entity’s risk management framework at least
(a) review the entity’s risk annually to satisfy itself that it continues to be sound:
management framework at least
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
annually to satisfy itself that it in our Corporate Governance Statement
continues to be sound; and
… and that such a review has taken place in the
(b) disclose, in relation to each reporting period covered by this Appendix 4G:
reporting period, whether such a
review has taken place. in our Corporate Governance Statement
7.3 A listed entity should disclose: … the fact that we do not have an internal audit function Not applicable
(a) if it has an internal audit function, and the processes we employ for evaluating and
how the function is structured and continually improving the effectiveness of our risk
what role it performs; or management and internal control processes:
(b) if it does not have an internal audit in our Corporate Governance Statement
function, that fact and the
processes it employs for evaluating
and continually improving the
effectiveness of its risk
management and internal control
processes.
7.4 A listed entity should disclose whether it … whether we have any material exposure to economic, Not applicable
has any material exposure to economic, environmental and social sustainability risks and, if we
environmental and social sustainability do, how we manage or intend to manage those risks:
risks and, if it does, how it manages or
intends to manage those risks.
in our Corporate Governance Statement
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Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of the period above. recommendation in full for
We have disclosed … the whole of the period
above. We have disclosed
…4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: If the entity complies with paragraph (a): Not applicable
(a) have a remuneration committee … the fact that we have a remuneration committee that
which: complies with paragraphs (1) and (2):
(1) has at least three members, a in our Corporate Governance Statement
majority of whom are
independent directors; and … and a copy of the charter of the committee:
(2) is chaired by an independent at www.tawana.com.au/corporate-governance
director, … and the information referred to in paragraphs (4) and
and disclose: (5):
(3) the charter of the committee; at page 41 of The Company’s Annual Report
(4) the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a remuneration
committee, disclose that fact and
the processes it employs for setting
the level and composition of
remuneration for directors and
senior executives and ensuring that
such remuneration is appropriate
and not excessive.
8.2 A listed entity should separately disclose … separately our remuneration policies and practices Not applicable
its policies and practices regarding the regarding the remuneration of non-executive directors
remuneration of non-executive directors and the remuneration of executive directors and other
and the remuneration of executive senior executives:
directors and other senior executives.
on pages 27-39 of the 2017 Annual Report
8.3 A listed entity which has an equity-based an explanation why
remuneration scheme should: that is so in our
(a) have a policy on whether Corporate
participants are permitted to enter Governance
into transactions (whether through Statement
the use of derivatives or otherwise)
which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary
of it.
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement outlines the governance processes and procedures of Tawana
Resources NL (the “Company”) as at 28 March 2018 and has been approved by the Board of the
Company as at that date.
A copy of this Corporate Governance Statement is available in the Corporate Governance section of our
website at www.tawana.com.au/corporate-governance, together with copies of our Board and Board
Committee Charters and Company’s key policies referred to in this Corporate Governance Statement.
The ASX Appendix 4G, which is a checklist cross-referencing the third edition of the ASX Corporate
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Governance Principles and Recommendations (“ASX Recommendations”) to the relevant disclosures in
the Corporate Governance Statement and the 2017 Annual Report is also provided on that webpage.
Commitment to good governance
The Directors believe that effective corporate governance improves company performance, enhances
corporate social responsibility and benefits all stakeholders. Governance practices are not a static set of
principles and the Company assesses its governance practices on an annual basis. Changes and
improvements are made in a substance over form manner, which appropriately reflect the changing
circumstances of the Company as it grows and evolves. Accordingly, the Board has established a number
of practices and policies to ensure that these intentions are met and that all shareholders are fully
informed about the affairs of the Company.
ASX Recommendations
The Company complies with all relevant ASX Recommendations other than as set out in the table below.
Reasons for non-compliance are explained in this Corporate Governance Statement.
ASX
Description
Recommendation
A listed entity should disclose as at the end of each reporting period the measurable objectives for
1.5 achieving gender diversity set by the board or a relevant committee of the board in accordance with
the entity’s diversity policy and its progress towards achieving them.
1.6 A listed entity should have and disclose a process for periodically evaluating the performance of the
board, its committees and individual directors.
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into transactions (whether
8.3 through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
BOARD STRUCTURE AND COMPOSITION
The Board currently comprises five Directors listed below. Four are Non-Executive Directors and two
are independent Directors. ASX recommendation 2.4 suggests a majority of the board of a listed entity
should be comprised of independent directors. Since August 2017, the majority of the Board comprises
of independent Non-Executive Directors including an independent Non-Executive Chairman.
Directors’ qualifications, experience, special responsibilities and directorships held in other companies
are set out on pages 8 to 11 of the 2017 Annual Report.
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Director Term Classification
Robert Benussi (Chairman) Director since 4 December 2015 Independent
Mark Calderwood (Managing Director since 21 October 2016 Executive
Director)
Robert (Bob) Vassie Director since 1 August 2017 Independent
Mark Turner Director since 1 August 2017 Independent
Wei Xie Director since 22 November 2017 Non-Independent
Michael Naylor was also an Executive Director of the Company since 1 January 2015. He resigned on 31
October 2017 but continued to provide consulting services to the Company.
Role and responsibilities of the Board
The Board is collectively responsible for the success of the Company. In order to achieve this objective,
the Board must promote and protect the interests of all shareholders as a whole and other stakeholders.
The Board must also ensure that the Company complies with all of its contractual, statutory and legal
obligations.
The conduct of the Board is regulated by the Company’s constitution, Code of Conduct and other
Company policies.
The roles and responsibilities of the Board and the Senior Management (“Executives”) are set out in
the Company’s Board and Executive Charter.
Under the Board and Executive Charter the Board has the following key responsibilities:
leading and setting the strategic direction/objectives of the Company
appointing the Chairman of the Board
appointing, and when necessary replacing, the Managing Director
approving the appointment, and when necessary replacement, of Executives and the Company
Secretary
overseeing the Executives’ implementation of the Company’s strategic objectives and the
Executives’ performance generally
approving operating budgets, major capital expenditure and significant acquisitions and
divestitures
overseeing the integrity of the Company’s accounting and corporate reporting systems,
including the external audit, satisfying itself financial statements released to the market fairly
and accurately reflect the Company’s financial position and performance
overseeing the Company’s processes and procedures for making timely and balanced disclosure
of all material information that a reasonable person would expect to have a material effect on
the price or value of the Company’s securities
reviewing, ratifying and monitoring the effectiveness of the Company’s risk management
framework, corporate governance policies and systems designed to ensure legal compliance
approving the Company’s remuneration framework
The Board has delegated responsibility for the day to day management of the Company to the Managing
Director who is supported by the Executives. However, the Board remains ultimately responsible for the
strategic direction of the Company.
The Board and Executive Charter provides that the Managing Director has the following key
responsibilities:
- overseeing the day-to-day operations and administration of the Company
- leading and supervising the Executives
- keeping the Board informed of any material issues or developments within the Company
The Managing Director is supported by other Executives in respect of:
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- implementing the strategic direction/objectives provided by the Board
- developing control and accountability systems in respect of compliance, risk management and
corporate governance
- operating within the risk appetite set by the Board
- maintaining accurate financial and other reports
Directors’ skills
As detailed on pages 8 to 11 of the 2017 Annual Report, the Directors are all professionals with a wealth
of experience in different areas relevant to the Company’s business. The Company is committed to
ensuring the Board is comprised of directors who possess the appropriate mix of skills, expertise and
diversity to adequately discharge its responsibilities and duties.
The Board is looking to maintain and build on the following skills that the Board collectively has:
Resources 90%
Former or current executive/management role or long term Board experience in the
resources sector. Expertise in exploration, development, processing, production and
distribution of minerals
Technical 85%
Relevant technical qualifications or experience in metallurgy, geology, engineering,
exploration and mining operations, accounting or legal fields
Governance and risk management 65%
Experience in an organisation with similar rigorous governance standards.
Experience in implementing effective risk management controls, experience as risk
or audit committee chairman
Capital markets 85%
Current or former role in investment banking, funds management or corporate
advisory. Proven experience with M&A or equity and debt capital raisings
Business acumen 90%
Proven track record in business at a senior executive. Listed company experience.
Experience in business analysis
Team orientated behavioural characteristics 85%
Proven leadership characteristics in other executive or Board roles. Investor
relations or community liaison experience. Commitment to health and safety.
Former or current role in HR
The Board structure and composition will be reviewed as and when the Company’s strategic direction
and activities change. The Company will only recommend the appointment of additional directors to the
Board where it believes the expertise and value added outweighs the additional cost.
Director appointments
As stipulated in the ASX Recommendations, background checks are carried out on all new director
candidates prior to their appointment or submission to shareholders for election. These checks include
character references, confirmations of experience and education, criminal record and bankruptcy
history checks.
When deciding to appoint a new director or renew an existing director’s tenure, the Board takes into
account: the number of directors necessary to add value to the Company, the specific skills sets or
experience required by the Company at its current stage, the decision-making and judgment skills a
director might bring to the Board and a director’s capacity to commit adequate time to the role.
Each Director and Executive of the Company has an agreement in writing with the Company which sets
out the key terms and conditions of their appointment including their duties, rights and responsibilities
and (to the extent applicable) the matters referred to in the commentary to Recommendation 1.3.
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The Company ensures that all material information in its possession relevant to a shareholders’ decision
whether to elect or re-elect a Director is provided to shareholders in the Notice of Annual General
Meeting.
Company Secretaries
The Company Secretaries have a direct line of reporting to the Chairman and are responsible for the
proper functioning of the Board including advising on governance matters and supporting the Chairman
and the Board.
The responsibilities of the Company Secretaries are set out in the Board and Executive Charter.
Board, Committee, Director and Executive evaluation
The Board and Executive Charter requires that the Board undertakes an annual performance evaluation
of the Board and individual directors in such a manner as the Board deems appropriate. The Board is
in the process of developing formal evaluation guidelines.
There was no formal assessment of the performance of individual Directors and the Board as a whole
during the reporting period, because of the changes to the Board composition in the second half of 2017.
The Company’s process for evaluating the performance of the Executives is stated in the Board and
Executive Charter. The evaluation assesses the performance of the Executives against their
responsibilities and previously agreed key performance indicators.
An informal review of the performance of the Managing Director was carried out during the reporting
period. The review was conducted by the Chairman through discussions. The performance of other
Executives is evaluated by the Managing Director. Due to the changes in those Executives in 2017, no
formal review has been undertaken.
Board committees
To assist the Board to discharge its responsibilities, in 2017 the Board has established the Audit and Risk
Committee and the Nomination and Remuneration Committee. Each Committee operates in
accordance with its Charter which are available in the Corporate Governance section of our website.
Prior to establishment of the Committees, their functions were performed by the full Board in
accordance with the relevant Committee Charter.
The Board is required to undertake a performance evaluation of the relevant Committees in such a
manner as the Board deems appropriate.
Committee Members Responsibilities
Audit and Risk Robert Vassie (Chairman) The Committee is responsible for ensuring that
Management the Board is kept regularly informed on all
Robert Benussi
Committee matters relating to audit, financial reporting
Mark Turner and risk management that might significantly
All are non-executive impact upon the Company, in a timely manner.
independent directors The Committee reviews and makes
recommendations to the Board in relation to:
the Company’s financial statements
the integrity, adequacy and effectiveness
of the Company’s financial reporting and
risk management processes
the scope, adequacy and quality of audits
appointment of Company auditors
the Company’s insurance program
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Committee Members Responsibilities
Nomination and Mark Turner (Chairman) The role of the Committee is broadly to
Remuneration consider and make recommendations to the
Robert Benussi
Committee Board with regards to:
Bob Vassie
Board and senior management succession
All are non-executive the development and implementation of a
independent directors process for evaluating the performance of
the board, its committees and directors
the Company’s remuneration policies, to
ensure that remuneration is sufficient and
reasonable and that its relationship with
performance is clear
The details regarding the number of Committee meetings held and Director attendance at those
meetings is set out on page 41 of the 2017 Annual Report. Details of relevant qualifications and
experience for all Committee members are set out on pages 8 to 11 of the 2017 Annual Report.
Independence
Throughout the year, the Company had independent Non-Executive Chairman. Since August 2017, the
Board comprises of the majority of the independent Non-Executive Directors with the independent Non-
Executive Chairman. Before August 2017 the Company had one independent director and two executive
directors.
The independence of Directors is assessed according to the policy on the independence set out in the
Board and Executive Charter, which has regard to Box 2.3 of the ASX Recommendations. Their
independence is assessed on appointment, annually and when Director’s circumstances change such
that an assessment may be required. Directors are required to inform the Board if there is a change in
the Director’s interests, positions, or associations that could bear upon their independence.
Ms Xie is not considered independent as she has an association with the Company’s major shareholder
Weier Antriebe und Energietechnik GmbH.
To assist the directors of the Board with their independent decision making, the Board collectively, and
each Director, has, subject to prior consultation with the Chairman, the right to seek independent
professional advice at the Company’s expense. A copy of such advice is required to be made available
to all members of the Board.
Director induction and development
In order for the new Director to participate fully and actively in Board decision-making at the earliest
opportunity, an induction process is carried out immediately after appointment. This induction is
facilitated by the Company Secretary and involves meeting with other members of the Board, the
Managing Director and the Executives and being provided with a pack of relevant documents and
information.
All directors are expected to maintain skills required to effectively discharge their obligations to the
Company. Directors are encouraged to undertake continuing professional education which is paid for by
the Company where appropriate.
Promoting ethical and responsible decision making
The Company has a Code of Conduct, Continuous Disclosure Policy, Diversity Policy and Security Trading
Policy which set out the standards of behaviour expected of all its employees, Directors, officers,
contractors and consultants. Copies of these documents are available at
www.tawana.com.au/corporate-governance.
DISCLOSURES AND COMMUNICATIONS WITH SHAREHOLDERS
Page 13
Market disclosures
The Company is committed to transparent and effective communication with its shareholders and
disclosures to the market.
The Company has a Continuous Disclosure Policy which is available from the Corporate Governance
section of the Company’s website. This policy is designed to ensure that Tawana complies with its
continuous disclosure obligations under the Corporations Act 2001 (Cwlth) (“Corporations Act”) and the
ASX Listing Rules such that:
all investors have equal and timely access to material information
Company announcements are factual and presented in a clear and balanced manner
The purpose of the policy is to:
summarise the Company’s disclosure obligations in accordance with the ASX Listing Rules and
the Corporations Act
explain what type of information needs to be disclosed
identify who is responsible for disclosure
explain how individuals at the Company can assist to ensure the Company meets its disclosure
obligations
The requirements set out in this policy apply to all directors, officers and employees of the Company
and its subsidiaries.
The Company Secretary is responsible for ensuring disclosure of information to the ASX.
Communications with shareholders
The Company respects the rights of its shareholders and is committed to communicating effectively with
them. The Company has a Shareholder Communications Policy which sets out how the Company
communicates with shareholders and the market effectively and is designed to promote a two-way
dialogue.
The Chairman, the Managing Director and the Company Secretary have the primary responsibility for
communication with shareholders. Information is communicated through:
continuous disclosure to relevant security exchanges of all material information
periodic disclosure through the annual, half year and quarterly financial reports
notices of meetings and explanatory material
investor presentations
the annual general meeting (AGM)
the Company’s website www.tawana.com.au
The Company’s website contains information about the Company and its operations and is updated with
material announcements released to the ASX as soon as practicable after confirmation of release by the
ASX. In addition, shareholders’ can be notified by email of all material announcements by subscribing to
the Company’s mailing list.
The Company makes available a telephone number and email address for shareholders to make
enquiries. Upon admission onto the Company’s share register the Company’s security registry provides
shareholders with the option to receive communications from, and send communications to, the
Company’s security registry electronically including the Annual Report and Notice of Meeting and
electronic voting.
Tawana shareholders are provided an opportunity to ask questions at the Company’s AGM, which is also
attended by the Company’s external auditor (who can answer questions about the annual audit).
RISK MANAGEMENT AND INTERNAL CONTROLS
Page 14
Risk management
The Board is ultimately responsible for overseeing the risk management framework and setting the
Company’s risk appetite. The Board is assisted by the Audit and Risk Committee.
Financial and operating risks are addressed through individual approved policies and procedures
covering financial, contract management, safety and environmental activities of the Company.
The Company also engages an insurance broking firm as part of its annual assessment of the coverage
for insured assets and risks.
The results of all the various reviews and insurances are reported to the Board at least annually.
Reporting on Company risk management occurs on an ongoing basis and reported to the Board (by the
Managing Director and the CFO). Business risks are continually assessed (at least annually) by the Board
in accordance with the Company’s risk management and internal compliance and control policy. A Risk
management workshop was held in July 2017 and its outcomes were reviewed and assessed by the Audit
and Risk Management Committee in September 2017.
The Board believes that it has a thorough understanding of the Company’s key risks and is managing
them appropriately.
MD and CFO certifications
The integrity of the Company’s financial reporting relies upon a sound system of risk management and
control. Before approving the financial statements each year and half year, the Managing Director and
Chief Financial Officer provide the Board with a declaration in accordance with s295A of the
Corporations Act stating that:
in their opinion, the Group’s financial records have been properly maintained and that the
financial statements comply with the relevant accounting standards and give a true and fair view
of the consolidated Group’s financial position and performance
the opinion has been formed on a sound system of risk management and internal control which
is operating effectively
Risk and assurance
Given the Company’s current size and level of activity, the Board does not deem it appropriate to create
an internal audit function or engage an external advisor to complete this function. Through external
audit procedures and internal risk management policies and procedures the Board considers there to
be sufficient processes in place for evaluating and continually improving the effectiveness of its risk
management and internal control processes. Copies of the Company’s Audit and Risk Management
Committee Charter are available on the Company’s website.
Economic, environmental and social sustainability risks
The Company, as an exploration and junior production company, faces inherent risks in its activities,
including economic, environmental and social sustainability risks, which may materially impact the
Company’s ability to create or preserve value for security holders over the short, medium or long term.
The Company has procedures in place for reporting on significant risks (as described above), which are
continually being developed and updated to help manage these risks.
REMUNERATION POLICIES
The Nomination and Remuneration Committee reviews and recommends to the Board remuneration
arrangements for directors and senior executives, having regard to market conditions and the
performance of individuals and the consolidated entity.
In December 2017, the Board adopted the Non-Executive Remuneration Policy and the Executive and
Employee Remuneration Policy. Details of the Company’s remuneration framework for Non-Executive
Directors, Managing Director and other senior Executives are set out on pages 27 to 39 of the 2017
Annual Report.
Page 15
SECURITIES DEALING POLICY
The Company has the Securities Trading Policy available in the Corporate Governance section of our
website. The purpose of the policy is to ensure that employee in possession of inside information
concerning the Company do not engage in insider trading. The policy applies to directors, officers,
employees and contractors of the Company.
The Company does not have a formal policy on restricting directors and employees from entering into
any transaction which would have the effect of hedging or otherwise transferring to any other person
the risk of any fluctuation in the value of any unvested incentive. The Corporations Act already prohibits
the Company’s key management personnel or their closely related parties from hedging unvested
incentives. The Company will update its Securities Trading Policy in 2018 to extend this restriction to
employees who have been issued incentives.
DIVERSITY
The Company is committed to workplace diversity through acting in fairness and without prejudice. The
Company believes that decision-making is enhanced through diversity and supports and encourages
diversity at all levels of the organisation in accordance with the Company’s Diversity Policy.
Under the principles outlined in the Company’s Nomination and Remuneration Committee Charter the
Board is responsible for setting measurable objectives for achieving gender diversity and annually
reviewing any such objectives and the Company’s progress towards achieving them.
Given the small number of employees the Company had to date, the Nomination and Remuneration
Committee has not yet set measurable objectives in relation to diversity. However, with increasing
workforce, the Nomination and Remuneration Committee intends to set measurable objectives for
2018.
In any event, the Company strives to provide the best possible opportunities for current and prospective
employees of all backgrounds in such a manner that best adds to overall shareholder value and which
reflects the values, principles and spirit of the Company’s Diversity Policy.
As at the end of the 2017 financial year the Company had:
one female Director
a total of 17 female employees out of a total of 50 employees, with no women in senior
management positions
Senior management positions for these purposes are the roles of the Managing Director, CFO, Chief
Technical Officers and General Manager.
28 March 2018
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Page 16
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