Asian Mineral Resources Limited is committed to corporate governance best practices. Please select from the following sections to read more about the Company’s policies and best practices:
ABOUT AMR'S BOARD OF DIRECTORS: RESPONSIBILITIES
Corporate Governance Statement
The Board of Directors of Asian Mineral Resources Limited is responsible for the corporate governance practices of the Company and its subsidiaries including Ban Phuc Nickel Mines Limited on behalf of the shareholders. The following statement outlines the main corporate governance practices in place, which comply with Toronto Stock Exchange Venture Exchange ("TSX.V") listing recommendations:
Board of Directors
To ensure the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board.
Role of the Board
The Board's primary role is the protection and enhancement of long-term shareholder value.
The Board is responsible for the overall management of the consolidated entity including the strategic direction, establishing goals for management and monitoring the achievement of these goals. Nomination and remuneration of directors and business risk management are the responsibility of the Board as a whole. The Board has established a framework for the management of the Company and its controlled entities including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. The agenda for meetings includes the CEO's report, financial reports, project reports, strategic matters, governance and compliance.
Composition of the Board
The Board currently comprises four directors. This number may be increased where it is necessary or desirable due to a commercial alliance, or to provide additional expertise in specific areas. It comprises directors with a broad range of expertise with an emphasis on exploration, mining and project development related experience.
Occupational health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; and business transactions are properly authorised and executed.
The Board reviews its composition as required to ensure that the Board has the appropriate mix of expertise and experience. When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new director with particular skills, candidates with the appropriate expertise and experience are considered. The Board then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.
The performance of all directors is reviewed by the chairman each year. Directors whose performance is unsatisfactory are asked to retire.
All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the performance and reputation of the Company and its controlled entities.
Conflict of interest
Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists, the director concerned does not receive the relevant board papers and is not present at the meeting while the item is considered.
Independent professional advice and access to company information
Each director has the right of access to all relevant Company information and to the Company's executives and, subject to prior consultation with the chairman, may seek independent professional advice at the Company's expense. A copy of the advice received by the director is made available to all other members of the Board.
The role of the Compensation Committee is to review remuneration packages and policies applicable to the CEO and directors themselves. The committee consists of Michael Brown, Robin Widdup and James Askew. The remuneration of senior executives is determined by non-executive directors based on recommendations provided by the CEO. Remuneration levels are competitively set to attract the most qualified and experienced directors and senior executives. The Compensation Committee obtains appropriate independent advice on the appropriateness of remuneration packages.
The audit committee consists of Chris Castle (chairman of audit committee), James Askew and Robin Widdup. The role of the committee is to liaise directly with the Company's auditors with respect to the finalisation of the company's financial statements and also relating to the implementation of audit management letter recommendations.
INTERNAL CONTROL FRAMEWORK
The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal control system will preclude all errors and irregularities. To assist in discharging this responsibility, the Board has instigated an internal control framework that can be described under the following headings:
There is a comprehensive budgeting system with a budget approved by the directors. The Audit Committee reviews all final year-end draft financial reports with the CEO, the chief financial officer and auditors and recommendations on their adequacy to the Board prior to their release to members and other public forums. There is regular communication between management and external auditors. Pursuant to the TSX.V's corporate governance recommendations, the CEO and chief financial officer are required to state in writing that the Company's and consolidated entity's financial reports present a true and fair view, in all material aspects, of the Company's and consolidated entity's financial condition and that operational results are in accordance with relevant accounting standards.
All shareholders and investors have equal access to the Company's information that is public. All material and price sensitive information is disclosed to the TSX.V in accordance with the continuous disclosure requirements of applicable law and TSX.V Listing Rules. All material announcements provided to the TSX.V are posted to the Company's web site and SEDAR.
The Company Secretary has responsibility for overseeing the continuous disclosure practices of the Company and its controlled entities. His responsibilities include:
Ensuring compliance with continuous disclosure requirements;
Overseeing and coordinating the disclosure of information to the TSX.V, analysts, brokers, shareholders, the media and public; and
Educating directors and staff of the Company's and consolidated entity's disclosure policies and procedures and raising awareness of the principles of the underlying continuous disclosure.
Company's and its controlled entities adopted policies on continuous disclosure include the following:
The Company should keep to a minimum the number of directors and staff authorised to speak on the Company's behalf;
The officer responsible for disclosure should be made aware of information to be disclosed in advance, including information to be presented at private briefings;
Price sensitive information should be publicly released through the stock exchange before disclosing it to analysts or other outside the Company;
Announcements should be posted on the Company's website following their announcement to the TSX.V;
Only information that has been (or is based on information that has been) publicly released through the TSX.V should be disclosed to analysts, shareholders or others outside the Company;
If price sensitive information is leaked or inadvertently disclosed, an announcement should be made to the TSX.V and posted on the Company's website; and
If the Company becomes aware of a significantly widespread rumour which could be expected to have a material effect on the price or value of the Company's securities, an announcement should be made to the TSX.V which addresses the rumour (where commercially feasible).
Trading in Company securities by directors, officers and employees
The Company has established rules for the trading in Company securities by directors officers and employees to ensure compliance with TSX.V guidelines.
The CEO has been appointed to ensure that the following rules for the trading in Company securities are strictly adhered to by all directors, officers and employees:
Trading in Company securities is only permitted following the notification of the intention to trade with the CEO;
Trading in Company securities is prohibited at any time when in possession of unpublished information, which if generally available, might materially affect the price or value of those securities, or for a period of 2 business days following the making of a public announcement in relation to that inside information ("the due notice period");
Active trading in Company securities, which involves frequent and regular trading in those securities with a view to derive profit related income from that activity, is prohibited; and
Only in exceptional circumstances, can approval be obtained in advance from the CEO, to trade outside the due notice period.
Business risk management
The Board examines and considers areas of significant business risk and implements policy to minimise exposure to these risks. Areas of risk which are considered at Board meetings include:
Performance of activities;
The environment; and
Continuous disclosure obligations.
Comprehensive practices are established such that:
Capital expenditure above a certain size require Board approval;
Financial exposures are controlled;
Occupational health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; and
Business transactions are properly authorised and executed.
The Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the Company's and its controlled entities state of affairs. Information is communicated to shareholders as follows:
The full annual financial report is distributed to all shareholders who have requested it and the report contains relevant information about the operations of the Company;
During the year, changes to the state of affairs of the Company and details of future developments, in addition to the other disclosures required by applicable law, are included in press releases and quarterly reporting;
The quarterly report and cash flow statement contains a review of the operations and a statement of cash flow respectively of the Company during the period;
Proposed major changes in the Company, which may impact on share ownership rights, are submitted to a vote of shareholders; and
Notices of all meetings of shareholders, annual reports, quarterly reports and material TSX.V announcements are posted on SEDAR (www.sedar.com).
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company's strategy and goals.