Norton Gold Fields
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Corporate Governance  

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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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