CORPORATE GOVERNANCE STATEMENT
The Board of Directors of the Company (‘the Board’) is committed to developing and unlocking the potential of iron sand mineral assets to establish itself as a low cost domestic pig iron manufacturer and supplier of choice to the growing Indonesian and Asian Steel and Metals Industry. It will seek to achieve this through strong relationships with our project partners, employees, customers, shareholders, local communities and other stakeholders, which are based on honesty, transparency and mutual value creation. These principles underpin our corporate governance policies and procedures.
The Board of Directors supports the Recommendations developed by the ASX Corporate Governance Council (Council). Whilst the Group's practices are largely consistent with the Council's guidelines, the Board considers that the implementation of some Recommendations are not appropriate having regard to the nature and scale of the Group's activities and size of the Board. The Board uses its best endeavours to ensure exceptions to the Council's guidelines do not have a negative impact on the Company and its controlled entities (‘the Group’) and the best interests of shareholders as a whole. When the Group is not able to implement one of the Council’s Recommendations the Group applies the 'if not, why not' explanation approach by applying practices in accordance with the spirit of the relevant principle.
The following discussion outlines the ASX Corporate Governance Council's eight principles and associated recommendations and the extent to which the Group complies with those recommendations.
Details of all of the Council's Recommendations can be found on the ASX website at www.asx.com.au.
Principle 1 – Lay solid foundations for management and oversight
Board role and responsibilities
The Board is responsible to shareholders for developing and operating a successful business and maximising shareholder value.
The Board is responsible for ensuring that the Group is managed in such a way to best achieve this desired result. Given the current size and operations of the business, the Board currently undertakes an active, not passive role.
The Board is responsible for evaluating and setting the strategic directions for the Group, establishing goals for management and monitoring the achievement of these goals. The Managing Director is responsible to the Board for the day-to-day management of the Group.
Without intending to limit the role of the Board, the principal functions and responsibilities of the Board include the following:
- formulation and approval of the strategic direction, objectives and goals of the Group;
- the prudential control of the Group's finances and operations, monitoring the financial performance and approving budgets and major expenditures of the Group;
- the resourcing, review and monitoring of performance of senior management;
- ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
- the identification of significant business risks and ensuring that such risks are adequately managed;
- the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market;
- the establishment and maintenance of appropriate ethical standards;
- overseeing the integrity of the accounting and corporate reporting systems and the external audit process;
- approving the Group’s remuneration framework; and
- monitoring the effectiveness of corporate governance practices.
The Board delegates management of the Group’s resources to the Group’s executive management team under the leadership of the Chief Executive Officer, to deliver the strategic direction and goals approved by the Board.
Responsibilities delegated by the Board to Management:
- the conduct and operation of the Group’s business;
- implementing corporate strategies; and
- operating under approved budgets and an approved authority matrix.
The Group has followed Recommendation 1.1 by establishing the functions reserved to the Board and those delegated to senior executives as disclosed above.
The Company has followed Recommendation 1.2 by ensuring that the appointment of directors who will come before shareholders for re-election at the Company’s Annual General Meeting are suitable for the Group and equipped with the knowledge and information to discharge their roles adequately. In addition, the Company ensures that all relevant information that it possess is disclosed in the notice of meeting to enable shareholders to make a decision on whether or not to elect or re-elect a director.
The Group has followed Recommendation 1.3 by having a written agreement with each director and senior executive setting out the terms of their appointment.
The Company has followed Recommendation 1.4 by ensuring that the Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 sets outs that a company should establish a policy concerning diversity and disclose that policy or a summary of it. Such a policy is to include requirements for the board to establish measurable objectives to achieve gender diversity and to assess annually in respect of both the objectives and progress in achieving them.
The Board is committed to engaging directors, management and employees with the highest qualifications, skills and experience to develop a cohesive team that is best placed to achieve business success regardless of age, nationality, race, gender, religious beliefs, sexuality, physical ability or cultural background. The Board has not yet adopted a formal diversity policy as it believes its current processes and policies for recruitment and appointment are appropriate and adequately take into account diversity amongst a number of factors considered by the Company in ensuring its Directors and workforce have an appropriate mix of qualifications, experience and expertise. The Board does, however, recognise that diversity makes an important contribution to corporate success and the Company considers diversity as one of a number of factors when seeking to appoint Directors, filling senior management roles and positions and reviewing recruitment, retention and management practices, notwithstanding the absence of a formal diversity policy.
As the Board has not yet adopted a diversity policy, it has not set measurable objectives under such a policy. While the Company considers diversity is important, the priority for the Company when recruiting is ensuring an appropriate mix of qualifications, experience and expertise regardless of age, nationality, race, gender, religious beliefs, sexuality, physical ability or cultural background. The Company does, however, make it clear when seeking to appoint additional Directors, senior management and employees that women are encouraged to apply for roles and that the Company is an equal opportunity employer.
Board and management evaluation
Although the Group is not of a size to warrant the development of formal processes for evaluating the performance of its Board and individual directors as per Recommendation 1.6 there is on-going monitoring by the Chairman and the Board. The Chairman also speaks to directors individually regarding their role as a director.
Arrangements put in place by the Board to monitor the performance of the Group’s executives include:
- a review by the Board of the Group’s financial performance;
- annual performance appraisal meetings incorporating analysis of key performance indicators with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Group;
- an analysis of the Group’s prospects and projects; and
- a review of feedback obtained from third parties, including advisors.
- The Remuneration Report discloses the process for evaluating the performance of senior executives, including the Chief Executive Officer. Performance evaluation of senior executives was conducted during the period in accordance with this process.
Principle 2 – Structure the Board to add value
Board of Directors - Composition, Structure and Process
The Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given the Group’s current size, scale and nature of its activities.
The Company previous had previously established a Nomination Committee and disclosed the charter of this Nomination Committee. However due to the now reduced size of the Board functions that were performed by the Nomination Committee are now performed by the Board as a whole.
Skills of the Board
The Board consists of a blend of personal experience at director-level and relevant corporate experience required by the Group for effective decision-making. Directors are appointed based on the specific operational, corporate and governance skills required by the Group and the Company follows Recommendation 2.2 by disclosing the Directors’ qualifications, experience, date of appointment and independence status, which satisfy the Board skill matrix below, in the Directors’ Report section of the Annual Report.
Business strategy, financial literacy, executive management
Corporate mergers and acquisitions, corporate financing, portfolio management
Geology, project development in the coal industry, coal marketing
Experience in public listed companies having the ability but not limited to setting Board directives and representing the Group appropriately
The Board has four directors, of which only Darryl Harris is assessed as being independent. Messrs Setyawan and Surya are representatives of the Company’s largest shareholder, the Rajawali Group. Mr Chambers stepped down from his role with the Rajawali Group on 30 June 2014.
The names of the directors of the Company in office at the date of this report and their length of services are as follows:
Mr Peter Chambers – appointed 26 November 2012
Mr Darryl Harris – appointed 16 June 1987
Mr Darjoto Setyawan – appointed 26 November 2012
Mr Hendra Surya – appointed 6 February 2012
Regular assessment of independence
An independent director, in the view of the Group, is a non-executive director who:
- is non-executive;
- is not a substantial shareholder (i.e. greater than 5%) of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
- has not within the last three years been employed in an executive capacity by the Company or another Group member, or been a director after ceasing to hold such employment;
- within the last three years has not been a principal or employee of a material professional adviser or a material consultant to the Company or another Group member;
- is not a significant supplier or customer of the Company or another Group member, or an officer of or otherwise associated, directly or indirectly, with a significant supplier or customer;
- has no material contractual relationship with the Company or another Group member other than as a director of the Company; and
- is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.
Although the Group does not follow Recommendation 2.4, it is the Board’s opinion that all directors bring to the Board their independent judgement, irrespective of whether they are independent or not.
Chairman and CEO
Peter Chambers, a Non-independent Director, holds the office of Chairman and therefore, to this extent, the Company does not follow Recommendation 2.5. However, having regard to the size of the Group and the nature of its activities, the appointment of more Directors is not warranted and the Board considers that Peter Chambers best serves the office of Chairman due to his extensive experience in the industry. Additionally pursuant to subscription agreement entered into between the parties at the time the Rajawali Group subscribed for $50 million worth of shares in the Company, the Rajawali Group has the right to appoint the Chairman of the Board.
Arran Marshall is the Chief Executive Officer and therefore, as the Chairman is not the CEO, to this extent, the Company follows Recommendation 2.5.
Directors’ Induction and education
In accordance with Recommendation 2.6 the Company encourages Directors to continue their professional development to assist them in performing their role effectively and has a policy to provide each new Director or officer with a copy of the following documents:
- Code of Conduct;
- Continuous Disclosure Policy;
- Share Trading Policy; and
- Shareholders Communication Policy.
Principle 3 – Act ethically and responsibly
Code of Conduct Policy and ethical standards
All directors, executives and employees act with the utmost integrity and objectivity in carrying out their duties and responsibilities, endeavouring at all times to enhance the reputation and performance of the Group. Every employee has direct access to a director to whom they may refer any ethical issues that may arise from their employment. The Company has followed Recommendation 3.1 and has adopted a formal Code of Conduct policy which is available on the Company’s website, www.indomines.com.au/corporate/corporate-governance.
Access to Group information and confidentiality
All directors have the right of access to all relevant Group books and to the Group's executive management. In accordance with legal requirements and agreed ethical standards, directors and executives of the Group have agreed to keep confidential information received in the course of exercising their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.
Share dealings and disclosures
The Group has adopted a policy relating to the trading of Company securities. The Board restricts directors, executives and employees from acting on material information until it has been released to the market. Directors should consult with the Chairman prior to dealing in securities in the Company or other companies with which the Company has a relationship.
Share trading by directors, executives or employees is not permitted at any time whilst in the possession of price sensitive information not already available to the market. In addition, the Corporations Act prohibits the purchase or sale of securities whilst a person is in possession of inside information.
Key management personnel are also prohibited from trading in the Company’s securities in closed periods, unless in special circumstances and with the approval of the Chairman. The closed periods are:
(a) during the 10 Business Day period prior to the expected release of results of technical studies, including but not limited to:
(i) scoping study;
(ii) pre-feasibility study;
(iii) feasibility study; or
(iv) other detailed technical study; or
(b) during the 5 Business Day period prior to the expected release of:
(i) any scheduled announcement containing Inside Information;
(ii) exploration results;
(iii) production results;
(iv) a capital raising (except participation by a KMP in the capital raising itself) by the Company;
(v) a target statement for a takeover offer for Securities in the Company; or
(vi) a bidder's statement for the issue of Securities in the Company.
In addition to the above, Directors must notify the Company Secretary as soon as practicable, but not later than 5 business days, after they have bought or sold the Company’s securities or exercised options. In accordance with the provisions of the Corporations Act and the Listing Rules of the ASX, the Company on behalf of the Directors must advise the ASX of any transactions conducted by them in the securities of the Company.
Breaches of this policy will be subject to disciplinary action, which may include termination of employment.
These restrictions have been developed having regard to the current nature of the Company’s activities, being exploration and development rather than production. Should the Company move into production, then the policy may be amended to restrict trading of securities during certain periods prior to the release of operating results.
Conflicts of interest
To ensure that directors are at all times acting in the best interests of the Group, directors must:
- disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the director and the interests of any other parties in carrying out the activities of the Group; and
- if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.
If a director cannot, or is unwilling to remove a conflict of interest then the director must, as required by the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters about which the conflict relates.
Related party transactions
Related party transactions include any financial transaction between a director and the Group as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction. The Group also discloses related party transactions in its financial statements as required under relevant Accounting Standards.
Principle 4 – Safeguard integrity in financial reporting
The Board has followed Recommendation 4.1 in that it has established an Audit Committee which operates under a Charter approved by the Board. A copy of the Audit Committee Charter is available on the Company’s website at www.indomines.com.au/corporate/corporate-governance.
The role of the Audit Committee is to assist the Board to meet its oversight responsibilities in relation to Group’s financial reporting, legal and regulatory requirements, internal control and risk management systems and internal and external audit functions.
At financial year end, the Audit Committee comprises Mr Hendra Surya as Chairman and Mr Peter Chambers as a member. Due to the size and composition of the Board the Company has not followed Recommendation 4.1 in that the Audit Committee is made up of only two members who are not independent. The number of the meetings of the Audit Committee is disclosed in the Company’s annual report, along with the relevant qualifications and experience of the members of the committee.
CEO and CFO declarations
The Board has, in line with Recommendation 4.2, before approving financial statements for a financial period, received CEO and CFO declarations as required under section 295A of the Corporations Act. Further the CEO and CFO have declared their opinion has been formed on the basis of a sound system of risk management and internal control that is operating effectively.
Auditor attendance at Annual General Meeting
The Group has followed Recommendation 4.3 and ensured that a representative of its external auditor KPMG attends the Company’s Annual General Meeting and is available to answer questions from security holders relevant to the audit.
Principle 5 – Make timely and balanced disclosure
The Group has followed Recommendations 5.1 and has adopted a formal Continuous Disclosure Policy, which is available on the Company’s website at www.indomines.com.au/corporate/corporate-governance.
Continuous Disclosure to the ASX
The Board has designated the Chief Executive Officer and Company Secretary as being responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX. Accordingly the Company will notify the ASX promptly of information:
- concerning the Company, that a reasonable person would expect to have a material effect on the price or value of the Company's securities; and
- that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company's securities.
Announcements are made in a timely manner, are factual and do not omit material information in order to avoid the emergence of a false market in the Company's securities.
Principle 6 – Respect the rights of security holder
The Company has followed Recommendation 6.1 by keeping investors informed through the Company’s website www.indomines.com.au, and on the ASX website, www.asx.com.au, under ASX code 'IDO' regarding information about the Group, the Board, policies, reports and ASX announcements.
The Company has followed Recommendations 6.2 and 6.3 by designing a communications program to promote effective communication with shareholders and to encourage their participation at general meetings.
The Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the Group's state of affairs. Information is communicated to shareholders and the market through:
- the Annual Report which is distributed to shareholders (usually with the Notice of Annual General Meeting);
- the Annual General Meeting and other general meetings called to obtain shareholder approvals as appropriate;
- the half-yearly financial statements;
- quarterly activities and cash flow reports; and
- other announcements released to the ASX as required under the continuous disclosure requirements of the ASX Listing Rules and other information that may be mailed to shareholders or made available through the Company’s website.
The Company has followed Recommendation 6.4 by actively promoting communication with shareholders through a variety of measures, including the use of the Company's website and email.
The Company via its share registry, Computershare Investor Services, gives shareholders the option to receive communications electronically. Additionally through the Company’s website shareholders or other interested parties are able to sign up for a mailing list to which all ASX announcements are sent immediately following the release of the announcement.
Principle 7 – Recognise and manage risk
The Board is responsible for the identification, monitoring and management of significant business risks and the implementation of appropriate levels of internal control, recognising however that no cost effective internal control system will preclude all errors and irregularities. The Board regularly reviews and monitors areas of significant business risk.
Having regard to the current membership of the Board and the size, organisational complexity and scope of operations of the Group, the Group has not formed a committee to oversee risk as per Recommendation 7.1 because the Board has the oversight function of risk management and internal control systems. Therefore, the risk management functions and oversight of material business risks are performed directly by the Board and not by management.
The Company has followed Recommendation 7.2, whereby the full Board regularly throughout the year reviews and monitors systems of external and internal controls and areas of significant operational, financial and property risk, and ensures arrangements are in place to contain such risks to acceptable levels.
Internal audit function
Having regard to the size of the Group and the nature of its activities, an internal audit function has not been established, however, in compliance with Recommendation 7.3, it is disclosed that the full Board carries out the risk management and internal audit functions.
Risks and risk management
In compliance with Recommendation 7.4, the material manageable risks which the Group is exposed to include operational risks, capital risks and human resources risks as follows:
- obtaining government approvals;
- geological and environmental issues;
- land access and community disputes;
- the ability to raise additional capital; and
- recruiting and retaining qualified personnel.
The full Board is responsible to oversee the risk management function and the Managing Director is in charge of implementing an appropriate level of control to mitigate these risks within the Group. The full Board reviews all major Group strategies and decisions and takes appropriate actions on a continuous basis.
Principle 8 – Remunerate fairly and responsibly
The Company previous had previously established a Remuneration Committee and disclosed the charter of this Remuneration Committee. However due to the now reduced size of the Board functions that were performed by the Remuneration Committee as listed below are now performed by the Board as a whole.
The role and responsibility of the Board is to review and make recommendations in respect of:
- executive remuneration policy;
- executive director and senior management remuneration;
- executive incentive plan;
- superannuation arrangements for Directors, senior executives and other employees;
- non-executive directors' remuneration;
- performance measurement policies and procedures;
- termination policies and procedures;
- equity based plans; and
- required remuneration and remuneration benefits public disclosure.
The group has the following remuneration policy to ensure that remuneration arrangements are equitable, appropriate, and not excessive.
The directors' remuneration is adopted by shareholders at the Annual General Meeting. The salary and emoluments paid to officers are approved by the Board. Consultants are engaged as required pursuant to service agreements. The Group ensures that fees, salaries and emoluments are in line with general standards for publicly listed companies of the size and type of the Group. All salaries of directors and officers are disclosed in the Annual Report.
The Group has a policy to remunerate its directors and officers based on fixed and incentive component salary packages to reflect the short and long term objectives of the Group.
The salary component of non-executive and executive directors is made up of:
- fixed remuneration; and
- equity based remuneration when invited to participate by the Board in the executive share option plan of the Company.
Whilst the Company has established an employee share scheme as per Recommendation 8.3, the scheme has been inactive since the introduction of legislative changes which moved the taxing point of any options issued under the scheme from the date of exercise to the vesting date. As such the Company has not yet established a policy on whether participants in the scheme are permitted to enter into transactions which limit the economic risk of participating in the scheme.