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The Board of Directors of Norton Gold Fields Limited is responsible
for the corporate governance of the Group. The Board guides
and monitors the business and affairs of the Group on behalf
of the shareholders by whom they are elected and to whom they
are accountable.
The ASX document, ‘Principles of Good Corporate Governance
and Best Practice Recommendations’ (‘Guidelines’)
applying to listed entities was published in March 2003 by
the ASX Corporate Governance Council with the aim of enhancing
the credibility and transparency of Australia’s capital
markets. The Board has assessed the Company’s current
practice against the Guidelines and outlines its assessment
below:
Principle 1 - Lay solid foundations
for management and oversight
The Board has adopted the Corporate Governance Charter which
defines the role of the Board and management. The Group complies
with the Guidelines in this regard.
Principle 2 - Structure the
Board to add value
The Corporate Governance Charter requires the Board to comprise
a minimum of 3 Directors, at least half of whom must be non-executive.
It also requires the Chairman to be independent. The Directors
believe that the current composition of the Board will add
value by ensuring there is a broad range of experience, expertise,
skills, qualifications and contacts relevant to the business
of the Company. The Group complies with the Guidelines in
this regard.
Principle 3 - Promote ethical
and responsible decision-making
The Board has adopted a detailed code of ethics and values
and a detailed code of conduct for transactions in securities
as part of the Corporate Governance Charter. The purpose of
these codes is to guide Directors in the performance of their
duties and to define the circumstances in which both they
and management, and their respective associates, are permitted
to deal in securities.
The Board will ensure that restrictions on dealings in securities
are strictly enforced. Both codes have been designed with
a view to ensuring the highest ethical and professional standards,
as well as compliance with legal obligations, and therefore
compliance with the Guidelines.
Principle 4 - Safeguard integrity
in financial reporting
An audit and risk management committee has been established
by the Board and is governed by its own charter. This charter
requires the Managing Director to state in writing to the
Board that the Company’s financial reports present a
true and fair view in all material respects of the Company’s
financial condition and that the operational results are in
accordance with the relevant accounting standards. The Group
complies with the Guidelines in this regard.
Principle 5 - Make timely and
balanced disclosure
The Board believes the Group’s practice on disclosure
is consistent with the Guidelines. Policies and procedures
for compliance with the disclosure requirement in the Listing
Rules are included in the Corporate Governance Charter.
Principle 6 - Respect the rights
of shareholders
The Board recognises the importance of this principle and
will strive to communicate with shareholders both regularly
and clearly by electronic means and using more traditional
communication methods. Shareholders are encouraged to attend
and participate at general meetings. The Group’s auditors
will attend annual general meetings and will be available
to answer shareholders’ questions. The Directors believe
that the Group’s policies comply with the Guidelines
in relation to the rights of shareholders.
Principle 7 - Recognise and
manage risks
The Board and the audit and risk management committee will
continuously seek to identify, monitor and mitigate risk.
Internal controls will be monitored on a continuous basis
and, wherever possible, improved. The issue of risk management
is formalised in the Corporate Governance Charter (which the
Directors believe complies with the Guidelines in relation
to risk management) and the charter for the audit and risk
management committee and will continue to be kept under regular
review by the Board.
The charter of the audit and risk management committee requires
the Managing Director to state in writing to the Board that
the Group’s risk management and internal compliance
and control system is operating efficiently and effectively
in all material respects. The Board believes that the Group
complies with the Guidelines in this regard.
Principle 8 - Encourage enhanced
performance
The Corporate Governance Charter requires individual performance
review and evaluation to be conducted formally on an annual
basis. As a nominations committee has not been appointed,
this review is conducted by the Board. The Board acknowledges
that performance can always be enhanced and will continue
to seek and consider ways of further enhancing performance
both individually and collectively.
Principle 9 - Remunerate fairly
and responsibly
The Group’s proposed practices in this area will be
reviewed regularly to ensure compliance with the Guidelines.
Details of remuneration of Directors during the year are disclosed
in the Directors’ Report.
Principle 10 - Recognise the
legitimate interests of stakeholders
The Board recognises the importance of this principle and
will continue to develop and implement procedures to ensure
compliance with legal and other obligations to stakeholders.
The Directors believe that the Company and its policies and
practices comply with the Guidelines in this area.
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