Legend Governance
The Company’s corporate governance policies and practices are outlined below.
The Board of Directors
The Company’s Board of Directors is responsible for corporate governance of the Company. 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:
- Develop initiatives and identify opportunities for profit and asset growth;
- Reviewing the corporate, commercial and financial performance of the Company on a regular basis;
- Acting on behalf of, and being accountable to the Shareholders;
- Identifying business risks and implementing actions to manage those risks; and
- Developing and effecting management and corporate systems to assure quality.
The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.
Composition of the Board
Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company commits to the following principles:
- The Board is to comprise of Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
- The principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.
No separate nomination committee has been adopted, however the functions of such a committee involving the identification, appointment and review of the Board membership, are to be performed within the auspices of the full Board.
Independent Professional Advice
Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’ expense, may obtain independent professional advice on issues arising in the course of their duties.
Remuneration Arrangements
The remuneration of an Executive Director will be decided by the Board, without the affected executive participating in that decision making process.
The maximum remuneration of non-Executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and ASX Listing Rules, as applicable. The apportionment of non-Executive Directors remuneration within the maximum will be made by the Board having regard to the inputs and the value to the Company of the respective contribution by each non-Executive Director.
The current limit, which may only be varied by shareholder at a General Meeting, is an aggregate amount of $200,000 per annum.
The Board may award additional remuneration to non-Executive Directors called upon to perform extra services or make special exertions on behalf of the Company.
External Audit
The Company in general meeting is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.
Audit and Risk Management Committee
The Company has a separately constituted audit and risk management committee.
Ethical Standards
The Board is committed to the establishment and maintenance of appropriate ethical standards to underpin the Company’s operations and corporate practices.