1. Board Charter — October 2015
This board charter (“Board Charter”) sets out the role and responsibilities of the Board of Syntonic Limited (“Syntonic” or “the Company”) within the governance structure of Syntonic and its related bodies corporate (as defined in the Corporations Act).
2. ROLE OF THE BOARD
2.1 The Board of Directors is responsible for guiding and monitoring Syntonic Limited on behalf of shareholders by whom they are elected and to whom they are accountable.
2.2 The Board is responsible for, and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company.
2.3 The monitoring and ultimate control of the business of the Company is vested in the Board. The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of the Company’s shareholders.
2.4 The specific responsibilities of the Board include:
(a) appointment, evaluation, rewarding and if necessary the removal of the Managing Director, and Chief Financial Officer (or equivalent), Non-Executive Director, Officers and senior management personnel;
(b) in conjunction with members of the senior management team, to develop corporate objectives, strategies and operations plans and to approve and appropriately monitor plans, new investments, major capital and operating expenditures, use of capital, acquisitions, divestitures and major funding activities;
(c) establishing appropriate levels of delegation to the Executive Directors to allow them to manage the business efficiently;
(d) monitoring actual performance against planned performance expectations and reviewing operating information at a requisite level, to understand at all times the financial and operating conditions of the Company;
(e) monitoring the performance of senior management, including the implementation of strategy, and ensuring appropriate resources are available;
(f) identifying areas of significant business risk and to ensure that the Company is appropriately positioned to manage those risks;
(g) overseeing the management of safety, occupational health and environmental matters;
(h) satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;
(i) satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, and internal control processes are in place and functioning appropriately;
(j) ensuring that appropriate internal and external audit arrangements are in place and operating effectively;
(k) having a framework in place to help ensure that the Company acts legally and responsibly on all matters consistent with the code of conduct; and
(l) reporting accurately to shareholders, on a timely basis.
2.5 Whilst at all times the Board retains full responsibility for guiding and monitoring the Company, in discharging its stewardship it may make use of committees. The Board has not established any committees at this time. Until such time as the Board determines that it is appropriate to establish separate committees, the function of the:
(a) Audit Committee,
(b) Nomination Committee, and
(c) Remuneration Committee, as set out in this Charter will be performed by the Board.
2.6 Each director has the right to seek independent professional advice on matters relating to his position as a director of the Company at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.
2.7 In the event of a conflict of interest or where a potential conflict of interest may arise, involved directors will, unless the remaining directors resolve otherwise, withdraw from deliberations concerning the matter.
2.8 In accordance with the constitution of the Company, directors (other than the Managing Director) must offer themselves for re-election by shareholders at least every 3 years. The Board does not specify a maximum term for which a director may hold office.
2.9 The responsibility for the day-to-day operation and administration of the Company is delegated by the Board to the Managing Director. The Board ensures that the Managing Director and the management team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Managing Director and executive directors.
2.10 The roles of Chairman and Managing Director are not combined. The Managing Director is accountable to the Board for all authority delegated to the position.
2.11 Whilst there is a clear division between the responsibilities of the Board and management, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including:
(a) Board approval and monitoring of a strategic plan;
(b) approval of annual and semi-annual budgets and monitoring actual performance against budget; and
(c) procedures are in place to incorporate presentations at each Board meeting by financial, operations, exploration and marketing management, as appropriate.
2.12 The Board has accepted the following definition of an Independent Director.
An independent Director is a non-executive Director (i.e. is not a member of management) and:
(a) holds less than 5% of the voting shares of the Company and is not an officer of, or otherwise associated directly or indirectly with, a shareholder of more than 5% of the voting shares of the Company;
(b) within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;
(c) within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;
(d) is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
(e) has no material contractual relationship with the Company or another group member other than as a Director of the Company;
(f) has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and
(g) 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.
The materiality thresholds are assessed on a case-by-case basis, taking into account the relevant Director’s specific circumstances, rather than referring to a general materiality threshold.
2. Audit Committee Charter — October 2015
The Board has not established an Audit Committee at this time. Until such time as the Board determines that it is appropriate to establish an Audit Committee, the function of the Audit Committee as set out in this Charter will be performed by the Board.
The Audit Committee is a committee of the Board of the Company with the specific powers delegated under this charter. The charter sets out the Audit Committee’s function, composition, mode of operation, authority and responsibilities.
3.1 The primary function of the Committee is to assist the Board in fulfilling its responsibilities relating to accounting and reporting practices of the Company. In addition, the Committee will
(a) oversee, co-ordinate and appraise the quality of the audits conducted by both the Company’s external and internal auditors;
(b) determine the independence and effectiveness of the external and internal auditors;
(c) maintain open lines of communications among the Board, the internal and external auditors to exchange views and information, as well as confirm their respective authority and responsibilities;
(d) serve as an independent and objective party to review the financial information submitted by management to the Board for issue to shareholders, regulatory authorities and the general public; and
(e) review the adequacy of the reporting and accounting controls of the Company.
3.2 The Committee is not required to personally conduct accounting reviews or audits and is entitled to rely on employees of the Company or professional advisers where appropriate.
4. MEMBERSHIP AND COMPOSITION
4.1 The Board shall appoint the members of the Committee and review the composition of the Committee at least annually. The Committee will comprise
(a) at least three members;
(b) a majority of non-executive directors whom are independent;
(c) an independent chairman appointed by the Board and who is not the Chairman of the Board; and
(d) where possible, members with sufficient financial skills and experience relevant to the committee’s functions.
5.1 The Committee shall
(a) meet as frequently as required but at least two times per year, and
(b) the minimum quorum for a committee meeting is two members.
5.2 The secretary of the Committee is the Company Secretary.
6.1 In performing its functions in accordance with any applicable law, the Committee
(a) has unrestricted access to the external auditors, the internal audit firm, senior management and employees of the Company;
(b) has unrestricted access to information and reports relevant to fulfilling its responsibilities;
(c) may seek independent external advice on matters brought before the Committee or in relation to the functions and responsibilities of the Committee; and
(d) shall have the power to conduct or authorise investigations into any matters within the committee’s scope of responsibilities or when requested by the Board.
7.1 The Committee must promote an environment within the Company which is consistent with best practice financial reporting. In particular, the Committee must
(a) perform an independent review of financial information prepared by management for external reporting. This will include conducting reviews of the annual report, directors’ report, annual financial statements, half yearly financial statements and any other externally reported financial information required by law.
(b) monitor the integrity and effectiveness of financial reporting processes.
(c) review and assess the external audit arrangements.
(d) appoint, review and assess the internal audit arrangements and consider significant internal audit findings and management’s responses and related actions.
(e) review and ensure implementation of legislated major accounting changes.
(f) ensure that appropriate policies are established and adequate systems are in place to identify and disclose related-party transactions and assess the propriety of any related party transactions.
(g) ensure that the Board is kept regularly informed on general progress and activities, and is promptly briefed on all significant matters.
8. EXTERNAL AUDIT ARRANGEMENTS
8.1 The Committee shall report to the Board on external audit arrangements, including
(a) making recommendations to the Board on the appointment, re-appointment, replacement and remuneration of the external audit firm;
(b) review the terms of engagement for the external auditor;
(c) review the scope of the external audit with the external auditor including identified risk areas;
(d) monitor the performance of the external audit including assessment of the quality and rigour of the audit, quality of the service provided and the audit firm’s internal quality control procedures;
(e) review and assess non-audit services to be provided by the external auditor, with particular consideration to the potential to impair or appear to impair the external auditors’ independence;
(f) review and monitor management’s responsiveness to the external audit findings; and
(g) on a periodic basis, meet with the external auditor without the presence of management.
9. APPOINTMENT OF EXTERNAL AUDITOR
9.1 Should a change in auditor be considered necessary, a formal tendering process will be undertaken. The Committee will identify the attributes required of an auditor and will ensure the selection process is sufficiently robust so as to ensure selection of an appropriate auditor.
9.2 The Committee will ensure that prospective auditors have been provided with a sufficiently detailed understanding of the Company, its operations, its key personnel and any other information, including group structures and financial statements, which will have a direct bearing on each firm’s ability to develop an appropriate proposal and fee estimate.
9.3 The Committee and the Board will consider the appointment in conjunction with senior management.
9.4 In selecting an external auditor, particular consideration will be given to determining whether the fee quoted is sufficient for the work required, that the work is to be undertaken by people with an appropriate level of seniority, skill and knowledge and whether the work proposed is sufficient to meet the Company’s needs and expectations.
9.5 The appointment of a new external audit firm will be placed before shareholders for ratification at the next annual general meeting after the appointment is made.
10. ROTATION AND SUCCESSION PLANNING
10.1 The Committee will discuss with the auditor the provisions the audit firm has in place for rotation of the lead engagement partner and the independent review partner. The Company shall require that the lead engagement partner be rotated at least every 5 years and the review partner be rotated at least every 3 years.
11. MANAGEMENT SIGN-OFF PROCEDURE
11.1 The Audit Committee will ensure that the Managing Director and Chief Financial Officer prepare a written statement to the Board certifying that the Company’s annual financial report and half yearly financial report present a true and fair view, in all material respects, of the financial condition of the Company and its operational performance and are in accordance with relevant accounting standards.
11.2 The statement is to be presented to the Board prior to the approval and sign-off of the respective annual and half yearly financial reports.
3. Remuneration and Nomination Committee Charter — October 2015
1. REMUNERATION COMMITTEE CHARTER
1.1 The Board has not established a Remuneration Committee at this time. Until such time as the Board determines that it is appropriate to establish a Remuneration Committee, the function of the Remuneration Committee as set out in this Charter will be performed by the Board.
2. FUNCTIONS AND RESPONSIBILITIES
2.1 The Remuneration Committee is a committee of the Board with its principle functions being:
(a) to review and recommend to the Board the overall strategies in relation to executive remuneration policies;
(b) to review and make recommendations to the Board in respect of the compensation arrangements for the Managing Director, all other executive directors and all non-executive directors;
(c) to review the effectiveness of performance incentive plans; and
(d) to review and make recommendations to the Board in respect of all equity based remuneration plans.
2.2 In consultation with the Managing Director, the Committee will review and recommend to the Board for approval, the Company’s general approach to compensation and will oversee the development and implementation of the compensation regime.
3.1 The Committee shall comprise at least three members of the Board the majority of whom will be non-executive directors. Directors serving on the Remuneration Committee should have diverse, complementary backgrounds. The Chairman of the Committee shall be an independent director.
3.2 The Company Secretary will be the secretary of the Committee and will act as the principal liaison between executive management and the committee on remuneration matters.
4.1 The Committee shall meet as frequently as required, but at not less than two times per year.
4.2 The Committee shall have access to professional advice.
4.3 Two members of the Committee shall comprise a quorum. Where only two members are present, the unanimous vote of the two members will constitute an act of the Committee. Where the committee comprises more than two committee members, the vote of a majority of the members present will constitute an act of the Committee.
5. REMUNERATION POLICY
5.1 This policy governs the operations of the Remuneration Committee. The Committee shall review and reassess the policy at least annually and obtain the approval of the Board.
5.2 General Director remuneration
5.2.1 Shareholder approval must be obtained in relation to the overall limit set for directors’ fees. The directors shall set individual Board fees within the limit approved by shareholders.
5.2.2 Shareholders must also approve the framework for any equity based compensation schemes and if a recommendation is made for a director to participate in an equity scheme, that participation must be approved by the shareholders.
5.3 Executive remuneration
5.3.1 The Company’s remuneration policy for executive directors and senior management is designed to promote superior performance and long term commitment to the Company. Executives receive a base remuneration which is market related, together with performance based remuneration which shall be determined by the Remuneration Committee and/or the Board, after consideration of performance against key performance indicators.
5.3.2 Executive remuneration and other terms of employment are reviewed annually by the Remuneration Committee having regard to performance, relevant comparative information and expert advice.
5.3.3 The Committee’s reward policy reflects its obligation to align executive’s remuneration with shareholders’ interests and to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:
(a) reward reflects the competitive market in which the Company operates,
(b) individual reward should be linked to performance criteria, and
(c) executives should be rewarded for both financial and non-financial performance.
5.3.4 The total remuneration of executives and other senior managers consists of the following:
(a) salary – executives director and senior manager receive a fixed sum payable monthly in cash.
(b) bonus – executive directors and nominated senior managers are eligible to receive an annual cash bonus and to participate in a long term incentive plan – executive directors may participate in performance rights / share option schemes with the prior approval of shareholders. Executives may also participate in performance rights / share option schemes, with any performance rights / option issues generally being made in accordance with thresholds set in plans approved by shareholders. The Board however, considers it appropriate to retain the flexibility to issue options to executives outside of approved employee performance rights / option plans in exceptional circumstances.
(c) other benefits – executive directors and senior managers are eligible to participate in superannuation schemes when in existence.
5.3.5 Remuneration of other executives consists of the following
(a) salary – senior executive receives a fixed sum payable monthly in cash;
(b) bonus – each executive is eligible to receive an annual cash bonus if deemed appropriate;
(c) long term incentives – each senior executive may participate in performance rights / share option schemes which have been approved by shareholders; and
(d) other benefits – senior executive are eligible to participate in superannuation schemes when in existence.
5.4 Non-executive remuneration
5.4.1 Shareholders approve the maximum aggregate remuneration for non-executive directors. The Remuneration Committee recommends the actual payments to directors and the Board is responsible for ratifying any recommendations, if appropriate.
5.4.2 All directors are entitled to have their indemnity insurance paid by the Company.
5.5 Economic risk
5.5.1 Directors and senior executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.
6. NOMINATION COMMITTEE CHARTER
6.1 The Board has not established a Nomination Committee at this time. Until such time as the Board determines that it is appropriate to establish a Nomination Committee, the function of the Nomination Committee as set out in this Charter will be performed by the Board.
7. FUNCTIONS AND RESPONSIBILITIES
7.1 The Nomination Committee is a committee of the Board with its principle functions being to
(a) review the composition of the Board and ensure that the Board has an appropriate mix of skills and experience to properly fulfil its responsibilities, and
(b) ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.
8.1 The Committee shall comprise at least three directors, the majority of whom must be non-executive directors, one of whom will be appointed the Committee Chairman. The Board may appoint additional non-executive directors to the Committee or remove and replace members of the Committee by resolution.
8.2 The Company Secretary shall be the Secretary of the Committee and shall attend meetings of the Committee as required.
9.1 The Committee will meet at least once a year and additionally as circumstances may require. Meetings are called by the Secretary as directed by the Board or at the request of the Chairman of the Committee.
9.2 Where deemed appropriate by the Chairman of the Committee, meetings and subsequent approvals may be held or concluded by way of a circular written resolution or conference call.
9.3 A quorum shall comprise any two members of the Committee. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman.
9.4 Decisions will be based on a majority of votes with the Chairman having a casting vote.
9.5 The Committee may invite executive management team members or other individuals, including external third parties to attend meetings of the Committee, as they consider appropriate.
10.1 Members of the Committee have rights of access to the books and records of the Company to enable them to discharge their duties as Committee members, except where the Board determines that such access would be adverse to the Company’s interests.
10.2 The Committee may consult independent experts where the Committee considers this necessary to carry out its duties and responsibilities. Any costs incurred as a result of the Committee consulting an independent expert will be borne by the Company.
11.1 The Committee shall periodically review and consider the structure and balance of the Board and make recommendations regarding appointments, retirements and terms of office of directors. In particular, the Committee is to
(a) identify and recommend to the Board candidates for the Board after considering the necessary and desirable competencies of new Board members to ensure the appropriate mix of skills and experience and after assessment of how the candidates can contribute to the strategic direction of the Company;
(b) approve and review induction procedures for new appointees of the Board to ensure that they can effectively discharge their responsibilities;
(c) assess and consider the time required to be committed by a non-executive director to properly fulfilL their duty to the Company and advise the Board;
(d) consider and recommend to the Board candidates for election or re-election to the Board at each annual shareholders’ meeting;
(e) review directorships in other public companies held by or offered to directors and senior executives of the Company;
(f) review succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board;
(g) make recommendations to the Board on the appropriate size and composition of the Board; and
(h) make recommendations to the Board on the terms and conditions of appointment to, and removal and retirement from, the Board.
4. Code of Conduct — October 2015
1.1 This code of conduct aims to encourage the appropriate standards of conduct and behaviour of the directors, officers, employees and contractors (collectively called the employees) of the Company.
1.2 Employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
2. GENERAL PRINCIPLES
(a) Employees of the Company must act honestly, in good faith and in the best interests of the Company as a whole.
(b) Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment.
(c) Employees must recognise that their primary responsibility is to the Company’s shareholders as a whole.
(d) Employees must not take advantage of their position for personal gain, or the gain of their associates.
(e) Directors have an obligation to be independent in their judgements.
(f) Confidential information received by employees in the course of the exercise of their duties remains the property of the Company. Confidential information can only be released or used with specific permission from the Company.
(g) Employees have an obligation, to comply with the spirit as well as the letter, of the law and with the principles of this code.
2.2 The Company views breaches of this code as serious misconduct. Employees who have become aware of any breaches of this code must report the matter immediately to their line manager or the Company Secretary. The line manager or Company Secretary has the responsibility to report the breach to the appropriate senior management and to advise the relevant employee of the outcome and actions implemented.
2.3 Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or recrimination for making that report.
2.4 Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the case of serious breaches, dismissal.
3. DIRECTORS AND EXECUTIVES
The following additional comments apply to directors and executives of the Company and aim to ensure directors and executives have a clear understanding of the Company’s expectations of their conduct.
3.1 Fiduciary duties
All directors and executives have a fiduciary relationship with the shareholders of the Company. Directors and executives occupies a unique position of trust with shareholders, which makes it unlawful for directors and executives to improperly use their position to gain advantage for themselves.
3.2 Duties of directors
Each director must endeavour to ensure that the Company is properly managed so as to protect and enhance the interests of all shareholders. To this end, directors need to devote sufficient time and effort to understand the Company’s operations.
Directors should ensure that shareholders and the ASX are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.
3.3 Conflict of interest
At all times directors and executives must be able to act in the interests of the Company. Where the interests of associates, the personal interests of directors and executives or a directors’ and executives’ families may conflict with those of the Company, then the director must immediately disclose such conflict and either:
(a) eliminate the conflict, or
(b) abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict.
Executive directors must always be alert to the potential for a conflict of interest between their roles as executive managers and their fiduciary duty as directors.
3.4 Insider trading
Information concerning the activities or proposed activities of the Company, which is not public and which could materially affect the Company’s share price must not be used for any purpose other than valid Company requirements.
3.5 Managing Director and Chief Financial Officer (“CFO”)
It is the responsibility of the Managing Director and the Company CFO to provide written assurances to the Board that in all material respects:
(a) the financial reports submitted to the Board represent a true and fair view of the Company’s financial condition and operational results; and
(b) the Company’s risk management and internal compliance and control system is operating efficiently and effectively.
4. ANTI-BRIBERY AND UNETHICAL INDUCEMENTS
4.1 All employees must comply with all applicable Anti-Bribery Laws.
4.2 No employee is permitted or authorised under any circumstances to take any action in violation of any Anti-Bribery Laws, and will not pay, offer, promise, or authorise the payment of money or anything of value, directly or indirectly, to any Government Official for the purpose of:
(a) influencing any act or decision of such person in his/her official capacity;
(b) inducing such person to act (including through action or omission) in violation of the lawful duty of such person;
(c) securing any improper advantage; or
(d) inducing such person to use his/her influence to affect or influence any act or decision of a Government Authority, in order to assist in obtaining or retaining business for or with, or directing business to, any person.
4.3 If the jurisdiction that the Company operates in has prescribed limits on gifts, business courtesies, or facilitation payments, then these limits must not be exceeded.
4.4 All permitted gifts, business courtesies, or facilitation payments must be approved in writing by the CEO, CFO or Country Manager.
5.1 The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate stakeholders in the Company include employees, customers and the general community.
5.2 The Company’s primary objective is to create shareholder wealth through capital growth and continued successful exploration, evaluation, development and mining of its mineral projects.
5.3 The Company is committed to conducting all its operations in a manner which:
(e) protects the health and safety of all employees, contractors and community members;
(f) recognises, values and rewards the individual contribution of each employee;
(g) achieves a balance between economic development, maintenance of the environment and social responsibility;
(h) maintains good relationships with suppliers and the local community; and
(i) is honest, lawful and moral.
5.4 All employees (including directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
5. Securities Trading Policy — September 2016
1.1 Securities of the Company are listed on ASX.
1.2 This policy outlines:
(a) when Designated Persons may deal in Company Securities;
(b) when Designated Persons may deal in listed securities of another entity(because they may obtain Inside Information about another entity’s securities while performing their duties for the Group); and
(c) procedures to reduce the risk of insider trading and the appearance of insider trading.
1.3 This Securities Trading Policy has been prepared to address the requirements of the ASX Listing Rules which requires the Company to provide a framework to KMP and Employees when Dealing in Securities of the Company. The Securities Trading Policy has been prepared taking into consideration the following:
(a) obligations under the Corporations Act not to Deal in Company Securities
whilst in possession of Inside Information;
(b) rights of shareholders under the Constitution of the Company to freely trade their shares; and
(c) contractual and statutory rights embedded in the Securities.
2. BREACH OF POLICY
2.1 A breach of this Policy by a Designated Person is serious and may lead to disciplinary action, including dismissal in serious cases. It may also be a breach of the law.
2.2 Insider trading is a serious matter which is a criminal offence. It is punishable by
substantial fines or imprisonment or both.
2.3 Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.
3. WHEN A DESIGNATED PERSON MAY DEAL
Subject to the requirements of this Policy (including the required prior approvals and restrictions during Closed Periods), a Designated Person may Deal in Company Securities or the Securities of a Transaction Entity if he or she does not have information that he or she knows, or ought reasonably to know, is Inside Information in relation Company Securities or the Securities of a Transaction Entity.
4. WHEN A DESIGNATED PERSON MAY NOT DEAL IN COMPANY SECURITIES
4.1 Subject to Clauses 5 and 6 of this Policy, a Designated Person may not Deal or procure another person to Deal in Company Securities:
(a) if he or she has information that he or she knows, or ought reasonably to know, is Inside Information in relation to Company Securities;
(b) during a Closed Period;
(c) if he or she has information that he or she knows, or ought reasonably to know, has not been announced to the market under ASX Listing Rule 3.1A in relation to Company Securities.
4.2 A Designated Person may not Deal or procure another person to Deal in the Securities of a Transaction Entity if he or she has information that he or she knows, or ought reasonably to know, is Inside Information in relation to the Securities of a Transaction Entity.
4.3 Designated Persons are prohibited at all times from Dealing in financial products issued or created over or in respect of the Company’s Securities. For the avoidance of doubt this clause does not apply to an option over unissued capital granted by the Company.
4.4 Designated Persons are prohibited at all times from entering into margin lending or similar arrangements in respect to Company Securities they hold or in which they have a Relevant Interest.
5. EXCLUDED TRADING
This Policy does not prohibit Dealing in the Company’s Securities during a Closed Period as outlined in Schedule 2.
6. EXCEPTIONAL CIRCUMSTANCES
6.1 The Approving Officer may give clearance during a Closed Period for a Designated Person to sell (but not buy) Company Securities in Exceptional Circumstances.
6.2 The Approving Officer may not give clearance under the exception in clause 8.1 if there is a matter about which there is Inside Information in relation to Company Securities (whether or not the Designated Person knows about the matter) when the Designated Person requests clearance or proposes to Deal in Company Securities. This prohibition is subject to any lawful obligation to the contrary (for example, for an order of a court)
6.3 The Designated Person seeking clearance to Deal in the Securities must outline in writing to the Approving Officer the circumstances of their severe financial hardship or as to why their circumstances are otherwise exceptional and that the proposed Dealing in the Securities is the only reasonable course of action available.
6.4 The Approving Officer will decide if the Exceptional Circumstances exist.
6.5 A list of matters that may constitute Exceptional Circumstances is contained in Schedule 3.
7. CLEARANCE FROM THE APPROVING OFFICER
7.1 At least 2 Business Days prior to when a Designated Person intends to Deal in Company Securities, the Designated Person must first inform the Approving Officer
(and at the same time the Company Secretary) by submitting a completed Securities Trading Request Form (See Schedule 6). If the Designated Person is not able to fax or email a scanned copy of the Securities Trading Request Form, then the Designated Person may send an email with the same information in it to the Approving Officer.
7.2 The Approving Officer must approve or reject the Securities Trading Request as soon as practicable (generally within 2 Business Days). The Designated Person must not
7.2 The Approving Officer must approve or reject the Securities Trading Request as soon as practicable (generally within 2 Business Days). The Designated Person must not Deal in Company Securities until it has received the clearance from the Approving Officer.
7.3 The Approving Officer may not give clearance if:
(a) there is a matter about which there is or may be Inside Information in relation to Company Securities (whether or not the Designated Person knows about the matter) when the Designated Person requests clearance or proposes to deal in Company Securities;
(b) the Securities Trading Request form is lodged during a Closed Period;
(c) the proposed Dealing is during a Closed Period;or
(d) the Approving Officer has any other reason to believe that the proposed Dealing breaches this Policy.
7.4 In making a determination under 9.3(a) about the existence of Inside Information the Approving Officer should exercise caution and refuse the clearance if there is any possibility that Inside Information may exist.
7.5 Irrespective of any clearances given under this Policy, the Designated Person is not to Deal with Company Securities whilst in possession of Inside Information.
7.6 The Approving Officer must:
(a) keep a written record of:
(i) any information received from a Designated Person in connection with this Policy; and
(ii) any clearance given under this policy, including the duration for which the clearance applies; and
(b) send a copy of the written record to the Company Secretary for keeping.
7.7 The Company Secretary must keep a file of any written record referred to in clauses 7.1 and 7.6.
7.8 For the purposes of this policy, written requests and clearances may include facsimiles and emails and are valid for a period the earlier of:
(a) 5 Business Days;
(b) the Business Day before the Company enters a Closed Period; and
(c) the time that the Designated Person comes into possession of Inside
8. DEALINGS IN WHICH A DESIGNATED PERSON HAS A RELEVANT INTEREST
A Designated Person must prohibit any Dealing in the Company Securities in which
the Designated Person has a Relevant Interest while the Designated Person is in
possession of Inside Information.
9. RELATED PARTIES AND RELEVANT INTERESTS
The restrictions on Dealing by a Designated Person are equally applicable to any
(a) by their spouses or de facto spouses;
(b) by or on behalf of any dependent under 18 years of age; and
(c) in which, for the purposes of the Corporations Act, he or she is, or is to be treated as, interested. For example, if a Designated Person is a trust and is also a beneficiary of the trust, the Designated Person must not Deal in the Company Securities without reference to this Policy.
10. COMMUNICATING INSIDE INFORMATION
10.1 If a Designated Person has information that he or she knows, or ought reasonably to know, is Inside Information in relation to Company Securities or the Securities of Transaction Entity, the Designated Person must not directly or indirectly communicate that information to another person if he or she knows, or ought reasonably to know, that the other person would or would be likely to:
(a) Deal in Company Securities or the Securities of a Transaction Entity; or
(b) procure another person to Deal in Company Securities or the Securities of a Transaction Entity.
10.2 Unless otherwise authorised, a Designated Person must not inform colleagues (except the Approving Officer) about Inside Information or its details.
11. NOTIFICATION OF TRADES IN COMPANY SECURITIES
Designated Persons must notify the Company Secretary of any Dealings in the Company’s securities with two business days of such Deal occurring. Initial, ongoing and final notifications will be required which must include the details set out in Schedule 4 to this Securities Trading Policy.
12. SPECULATIVE DEALING
A Designated Person may not deal in Company Securities on considerations of a short term nature.
13. DISTRIBUTION OF POLICY
This policy must be distributed to all Designated Persons.
14. ASSISTANCE AND ADDITIONAL INFORMATION
Designated Persons who are unsure about any information they may have in their possession, and whether they can use that information for Dealing in Company Securities or Securities in a Transaction Entity, should contact the Authorised Officer.
Schedule 1 – Defined Terms
In this policy:
Approving Officer means:
(a) for an Employee or KMP who is not a Director, the chief executive officer and the chief technology officer;
(b) for a Director (except the chairman of the board), the chairman of the board; and
(c) for the chairman of the board, any other two Directors.
ASX means ASX Limited (ABN 98 008 624 691) and where the context permits, the Australian Securities Exchange operated by ASX Limited. ASX Listing Rules means the listing rules of the ASX, as amended from time to time. Business Day means any day of the week other than a Saturday, Sunday or Public Holiday in Perth, Australia.
Closed Period means:
(a) during the 10 Business Day period prior to the expected release of, and two hours after the actual release of, any material announcements pursuant to the Listing Rules and such other announcements determined by the directors from time to time; and
(b) during the 5 Business Day period prior to the expected release of, and two hours after the actual release of, the following:
(i) quarterly activity reports, quarterly cash flow statements, half year financial results, and full year financial results;
(ii) a disclosure document for the offer of Securities in the Company containing Inside Information or information that has not been announced to the market under ASX Listing Rule 3.1A;
(iii) a target statement for a takeover offer for Securities in the Company;
(iv) a bidder’s statement for the issue of Securities in the Company; and
(v) a scheme booklet for a merger by way of a scheme of arrangement involving the Securities of the Company. Company means Syntonic Limited (ACN 123 867 765).
Company Securities means all Securities in the Company or a Group member whether or not listed or traded on the ASX or other financial market in Australia (including financial products issued or created over or in respect of the Company’s Securities).
Corporations Act means the Corporations Act 2001 (Cth).
Deal includes acquiring, disposing of, subscribing for, and Dealing has a corresponding meaning. A decision to join, or subscribe for shares under, any dividend reinvestment plan is not dealing in Company Securities.
Designated Persons means any KMP and any Employee.
Director means a director of the Company.
Employee means any employee or consultant of the Company.
Exceptional Circumstance has the meaning outlined in Schedule 3.
Generally available information is information that is:
(a) is readily observable;
(b) has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or
(c) consists of deductions, conclusions or inferences made or drawn from
information falling under paragraphs (a) or (b).
Group means the Company and each of its controlled entities.
Inside Information means information that is not generally available and if it were generally available, a reasonable person would expect it to have a Material Effect on the price or value of the Company’s Securities. For the purposes of this Policy, Inside Information generally includes, but is not limited to the following (prior to it being generally available):
(a) a significant development in the Company’s software or technology;
(b) a proposed major acquisition or disposition;
(c) a significant business development or a proposed change in the nature of the Company’s business;
(d) details of material contracts that are being negotiated by the Company;
(e) potential litigation that would have a substantial effect on the Company;
(f) material new products and technology;
(g) a proposed change to the share capital structure of the Company; and
(h) a major change to the Board or senior management.
Insider Trading in relation to this Policy means if a person has information about securities and the person knows, or ought reasonably to know, that the information is Inside Information, the person is prohibited from:
(a) Dealing in the securities;
(b) procuring another person to Deal in the securities; or
(c) giving the information to another person who the person knows, or ought reasonably to know, is likely to:
(i) Deal in the securities; or
(ii) procure someone else to Deal in the securities.
Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise), chief executive officer, chief financial officer or company secretary of the Company, as determined in accordance with Accounting Standard AASB 124 ‘Related Party Disclosure’.
For the purposes of this Policy, information is taken to be Material or will have a Material Effect if the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of the Company’s Securities.
Relevant Interest A person has a Relevant Interest in securities if they:
(a) are the holder of the securities; or
(b) have power to exercise, or control the exercise of, a right to vote attached to the securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.
Security includes shares, debentures, rights, options, employee options, prescribed interests and warrants, and Securities has a corresponding meaning.
Transaction Entity means an entity which the Company has business dealings which is listed on the ASX or any other financial market.
Schedule 2 – Exclusions From The Securities Trading Policy
Dealing excluded from the operation of Policy includes:
(a) transfers of Securities already held into a superannuation fund, a 401(k) plan or other saving scheme in which the Designated Person is a beneficiary;
(b) transfers of Securities where there is no change in beneficial ownership;
(c) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in the securities of the entity) where the assets of the fund or other scheme are invested at the discretion of a third party;
(d) where a Designated Person is a trustee, trading in Securities by that trust provided the Designated Person is not a beneficiary of the trust and any decision to trade during a Closed Period is taken by the other trustees or by the investment managers independently of the Designated Person;
(e) undertakings to accept, or acceptance of, a takeover offer;
(f) trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the board. This includes decisions relating to whether or not to take up the entitlements;
(g) the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security;
(h) trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in the trading policy (including a plan whereby the Company or an agent sells Securities on behalf of Designated Persons to meet any taxation consequences arising from the conversion of rights or exercise of options held by Designated Persons) and where:
(i) the Designated Person did not enter into the plan or amend the plan during a Closed Period;
(ii) the trading plan does not permit the Designated Person to exercise any influence or discretion over how, when, or whether to trade; and
(iii) the entity’s trading policy does not allow for the cancellation of a trading plan during a Closed Period other than in exceptional
(i) the issue or grant of Company Securities by the Company to a Designated Person where shareholder approval for the issue of the Company Securities has been obtained and if Inside Information exists both the Company and the Designated Person are fully aware of the Inside Information.
Schedule 3 – Exceptional Circumstances
For the purposes of this Policy, Exceptional Circumstances include:
(a) severe financial hardship whereby the Designated Person has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Securities.
For example, a tax liability of a Designated Person would not normally constitute severe financial hardship unless the person has no other means of satisfying the liability. A tax liability relating to Securities received under an employee incentive scheme would also not normally constitute severe financial hardship or otherwise be considered an Exceptional Circumstance.
(b) The Designated Person is required by a court order, or there are court enforceable undertakings, for example, in a bona fide family settlement, to transfer or sell the securities of the entity or there is some other overriding legal or regulatory requirement for him or her to do so.
(c) An unforseen circumstance that is considered by the Board to be consistentwith the objectives of this Policy.
Schedule 4 – Notification Requirements
1. The Designated Person will provide the following information as at the date of appointment.
(a) details of all Company Securities registered in the Designated Person’s name. These details include the number and class of the Company Securities;
(b) details of all Company Securities not registered in the Designated Person’s name but in which the Designated Person has a Relevant Interest. These details include the number and class of the Company Securities, the name of the registered holder and the circumstances giving rise to the Relevant
(c) details of all contracts (other than contracts to which the Company is a party) to which the Designated Person is a party or under which the Designated Person is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate. These details include the number and class of shares, debentures or interests, the name of the registered holder if the shares, debentures or interests have been issued and the nature of the Designated Person’s interest under contract.
2. The Designated Person will provide the required information as soon as reasonably possible after the date of appointment and in any event not later than two Business Days after the date Designated Person’s date of appointment.
3. The Designated Person will provide the following information.
(a) details of changes in Company Securities registered in the Designated Person’s name other than changes occurring as a result of corporate actions by the Company. These details include the date of the change, the number and class of the Company Securities held before and after the change, and the nature of the change, for example on-market transfer. The Designated Person will also provide details of the consideration payable in connection with the change, or if a market consideration is not payable, the value of the Company Securities the subject of the change;
(b) details of changes in Company Securities not registered in the Designated Person’s name but in which the Designated Person has a Relevant Interest. These details shall include the date of the change, the number and class of the Company Securities held before and after the change, the name of the registered holder before and after the change, and the circumstances giving rise to the Relevant Interest. The Designated Person will also provide details of the consideration payable in connection with the change, or if a market consideration is not payable, the value of the Company Securities the subject of the change; and
(c) details of all changes to contracts (other than contracts to which the Company is a party) to which the Designated Person is a party or under which the
Designated Person is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate. These details include the date of the change, the number and class of the shares, debentures or interests to which the interest relates before and after the change, the name of the registered holder if the shares, debentures or interests have been issued, and the nature of the Designated Person’s interests under the contract.
4. The Designated Person will provide the required information as soon as reasonably possible after the date of the change and in any event no later than two Business Days after the date of the change.
5. The Designated Person will provide the following information as at the date of ceasing to be a Designated Person.
(a) details of all Company Securities registered in the Designated Person’s name. These details include the number and class of the Securities;
(b) details of all Company Securities not registered in the Designated Person’s name but in which the Designated Person has a Relevant Interest. These details include the number and class of the Company Securities, the name of the registered holder and the circumstances giving rise to the Relevant Interest; and
(c) details of all contracts (other than contracts to which the Company is a party) to which the Designated Person is a party or under which the Designated Person is entitled to a benefit, and that confer a right to call for or delivery shares in, debentures of, or interests in a managed investment scheme made available by, the Company or a related body corporate. These details include the number and class of the shares, debentures or interests, the name of the registered holder if the shares debentures or interests have been issued and the nature of the interest under the contract.
6. The Designated Person will provide the required information as soon as reasonably possible after the date of ceasing to be a Designated Person and in any event no later than two Business Days after the date of ceasing to be a Designated Person.
Schedule 5 – Form of Acknowledgement by Designated Person
(a) I have read and understood the document titled “Securities Trading Policy” of the Syntonic Limited (the Securities Trading Policy).
(b) I agree to be bound by, and to comply with, the Securities Trading Policy.
(c) I acknowledge and agree that the Securities Trading Policy forms part of the terms of my appointment as an employee/director/executive/consultant of the Group.
To be returned to the Company Secretary on completion.
Schedule 6 – Securities Trading Request
In accordance with the Securities Trading Policy of Syntonic Limited, before dealing in any Company Securities you are required to obtain clearance.
Please forward this request to Approving Officer by fax no. + 61 8 9322 6558 or scan then by email to firstname.lastname@example.org.
I request permission to trade the following Securities which are currently held / proposed to be held by
myself personally and/or other parties with whom I have a Relevant Interest as follows:
Registered Name of Security Holder Type of
Number of Company Securities: __________________________________
I confirm that:
a. it is not a Closed Period;
b. I am not in possession of Inside Information;
c. I will not deal in the above Company Securities until I am notified that clearance is approved;
d. I may be refused permission to deal without explanation.
Signed: __________________________________ Date: _______________________
This form is valid for a period of 5 Business Days from the date of approval. After this time, clearance will lapse and a further request will need to be completed. This form will be returned to you with the period of validation completed if approval has been granted.
For completion by the Approving Officer:
Approval for the above dealing bas been cleared for a period of 5 Business Days / refused (Approving Officer to delete one).
Signed: __________________________________ Date: _______________________
Name of Approving Officer: _______________________________________________
6. Continuous Disclosure Policy — October 2015
1.1 The Board of Syntonic Limited (“Company”) has adopted a Continuous Disclosure Policy for Directors to promote accurate, timely and suitable disclosure of information by the Company’s Officers.
1.2 This policy outlines the disclosure obligations of the Company as required under the Corporations Act 2001 and the ASX Listing Rules. The policy is designed to ensure that procedures are in place so that the securities exchange in which the Company’s securities are listed is properly informed of matters which may have a material impact on the price at which the securities are traded.
1.3 The Company is committed to:
(a) complying with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing rules;
(b) preventing the selective or inadvertent disclosure of material price sensitive information;
(c) ensuring shareholders and the market are provided with full, timely and accurate information about the Company’s activities; and
(d) ensuring that all market participants have equal opportunity to receive externally available information issued by the Company.
2. DISCLOSURE OFFICERS
2.1 The Managing Director/Chief Executive Officer (“CEO”) and the Company Secretary have been appointed as the Company’s disclosure officers responsible for implementing and administering this policy (“Disclosure Officers”). The Disclosure Officers are responsible for all communication with ASX and for making decisions on what should be disclosed publicly under this policy.
2.2 In the absence of the Managing Director/CEO and Company Secretary, any matters regarding disclosure issues are to be referred to the Chairman.
3. MATERIAL INFORMATION
3.1 In accordance with the ASX Listing Rules, the Company must immediately notify the market (via an announcement to the ASX) of any information concerning the Company which a reasonable person with experience in the industry in which the Company operates would expect to have a material effect on the price or value of the Company’s securities.
3.2 Information need not be disclosed if:
(a) the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; and
(b) one or more of the following applies:
(i) it would breach the law to disclose the information,
(ii) the information concerns an incomplete proposal or negotiation,
(iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure,
(iv) the information is generated for internal management purposes, or
(v) the information is a trade secret; and
(c) a reasonable person would not expect the information to be disclosed;
3.3 The Company is also required to disclose information if asked to do so by the ASX, to correct or prevent a false market.
3.4 Note that the Company is deemed to have become aware of information where a director or executive officer has, or ought to have, come into possession of the information in the course of the performance of his duties as a director or executive officer.
3.5 The Corporations Act defines a material effect on price or value as being where a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the securities.
4. ROLE OF THE COMPANY SECRETARY
4.1 The Company has nominated the Company Secretary as the person with the primary responsibility for all communication with the ASX in relation to Listing Rule matters for ASX. In particular the Company Secretary is responsible for:
(a) liaising with the ASX in relation to continuous disclosure issues;
(b) the lodging of announcements with the ASX in relation to continuous disclosure matters;
(c) implementing procedures to ensure that the Company’s PIN and individual passwords are secure;
(d) ensuring senior management are aware of the Company’s Disclosure Policy and related procedures, and of the principles underlying continuous disclosure;
(e) ensuring this Disclosure Policy is reviewed and updated periodically as necessary; and
(f) maintaining an accurate record of all announcements sent to the ASX and all correspondence with ASIC in relation to the Company’s continuous disclosure obligations.
5. ROLE OF THE BOARD
5.1 The usual procedure for making disclosures under ASX Listing Rule 3.1 is through the CEO as outlined in section 10 ‘Reporting disclosable events’.
5.2 Board approval and input will only be required in respect of matters that are clearly within the reserved powers of the Board (and responsibility for which has not been delegated to management) or matters that are otherwise of fundamental significance to the Company. Such matters are included in Schedule 1.
5.3 When Board approval is required, draft ASX releases should be circulated as soon as practicable. Periodic reporting should be circulated to the Board for review as follows:
(a) Annual Financial Report – at least five business days before scheduled approval by the Board;
(b) Half Year Financial Report – at least four business days before scheduled approval by the Board; and
(c) Quarterly Activities Reports – at least three business days before scheduled release to the market.
5.4 Subject to the following paragraph, for matters reserved for the Board, formal Board approval in the form of minutes / written resolution is not required before the announcement is released to ASX. However, it is expected that all Board members will be sent a copy of the proposed final (or near final) release and should then reply back in writing to the person circulating the draft release (if this is not possible, then confirmation by phone or text message will suffice).
5.5 However, formal Board approval in the form of minutes / written resolution is required if:
(a) Required by law;
(b) Required by the Listing Rules;
(c) Required by a standing order or policy of the Company; or
(d) Requested by the Chair; CEO or Company Secretary.
5.6 Where an announcement is to be considered and approved by the Board, the Company Secretary, the Chief Financial Officer (“CFO”) (where applicable) and the CEO must ensure that the Board is provided with all relevant information necessary to ensure that it is able to fully appreciate the matters dealt with in the announcement.
5.7 Other announcements are not required to be referred to the full Board for approval (as opposed to simply being circulated to directors ‘for their information’ prior to or after the announcement has been made).
5.8 In the event that an announcement that would ordinarily require Board approval must immediately be disclosed to the market in order for the Company to comply with its continuous disclosure obligations, all reasonable effort must be made to have the announcement urgently considered and approved by the Board prior to release (and in particular, seek input from the Chairman of the Company).
5.9 However, if such approval cannot be obtained in advance, the usual procedure for making disclosures is to be followed to ensure compliance with the continuous disclosure laws. The announcement must then be considered by the Board at the first possible opportunity following its release to determine what, if any, further steps need to be taken by the Company.
6. BREACH OF CONTINUOUS DISCLOSURE POLICY
Breaches of this policy will be subject to disciplinary action, which may include termination of employment.
7. REVIEW OF COMMUNICATIONS FOR DISCLOSURE
7.1 The Disclosure Officers and other appropriate executives/consultants will review all communications to the market to ensure that they are complete and accurate and comply with the Company’s obligations. Such communications may include:
(a) media releases;
(b) analyst, investor or other presentations;
(c) prospectus; and
(d) other corporate publications.
7.2 Examples of information or events that are likely to require disclosure include:
(a) financial performance and material changes in financial performance or projected financial performance;
(b) exploration results;
(c) changes in relation to directors and senior executives, including changes in the independence of directors;
(d) mergers, acquisitions, divestments, joint ventures or material changes in assets;
(e) significant developments in new projects or ventures;
(f) material changes to the Company’s security position;
(g) material information affecting joint venture partners, customers or non-wholly owned subsidiary companies;
(h) media or market speculation;
(i) analyst or media reports based on inaccurate or out of date information;
(j) industry issues which have, or which may have, a material impact on the Company; and
(k) decisions on significant issues affecting the Company by regulatory authorities.
7.3 Once a draft of the proposed release is sufficiently complete, it must be forwarded to directors (including the Chairman) nominated by the Board for their review allowing a reasonable timeframe for review and discussion, given the circumstances.
7.4 Where there is any doubt as to whether an issue might materially affect the price or value of the Company’s securities, the Disclosure Officers will assess the circumstances with appropriate senior executives and if necessary, seek external professional advice.
7.5 All presentations to analysts and investors will be released to the ASX and then be included on the Company’s website.
8. AUTHORISED SPOKESPERSONS
8.1 Unless specifically authorised by the Board, the only Company representatives authorised to speak on behalf of the Company to the media are:
8.2 The only Company representatives authorised to speak on behalf of the Company to investors and stockbroking analysts are:
• Manager – Investor Relations or Business Development
• Company Secretary.
8.3 Authorised spokespersons must not provide any material price sensitive information that has not already been announced to the market nor make comment on anything that may have a material effect on the price or value of the Company’s securities.
8.4 No guidance on actual or forecast financial performance will be provided to any external party that has not already been provided to the market generally.
8.5 Any questions or enquiries from the financial community (whether received in writing, verbally or electronically including via the website) should be referred in the first instance to the CEO and if not available, then one of the other authorised persons listed above.
8.6 No employees or consultants are permitted to comment publicly on matters confidential to the Company. Any information which is not public must be treated by employees and consultants as confidential until publicly released.
9. DETERMINING IF THE INFORMATION IS REPORTABLE
9.1 It is a standing agenda item at all Board meetings to consider whether any matters reported to or discussed at a Board meeting should be disclosed to the market pursuant to the Company’s continuous disclosure obligation. Continuous disclosure is also a standing agenda item at executive meetings for the purpose of monitoring compliance with the Company’s obligations.
9.2 If management becomes aware of any information at any time that should be considered for release to the market, it must be reported immediately to the CEO or if the CEO is not contactable, then the CFO or the Company Secretary. Executives must ensure they have appropriate procedures in place within their areas of responsibility to ensure that all relevant information (i.e. any information that could be materially price sensitive) is reported to them immediately for onforwarding in accordance with this policy.
9.3 It is important for management and employees to understand that just because information is reported to the CEO (or his delegate) that does not mean that it will be disclosed to the ASX. It is for the CEO and Company Secretary to determine whether information is material and requires disclosure. Accordingly, the Company’s policy is for all potentially material information to be reported to the CEO (or their delegates as above) even where the reporting officer or employee is of the view that it is not in fact ‘material’. The employee’s view on materiality may be shared with the CEO (or his delegate) but will not be determinative.
9.4 A similar reporting obligation also arises where a non executive director (in their capacity as a director of the Company) becomes aware of information that should be considered for release to the market.
9.5 Where any information is reported as referred to above, the CEO in conjunction with the Company Secretary will (as appropriate):
• review the information in question;
• urgently seek any advice that is needed to assist the CEO and Company Secretary to interpret the information (provided that disclosure of the information cannot be delayed if the information is clearly materially price sensitive on its face);
• determine whether any of the information is required to be disclosed to the ASX;
• urgently seek any advice that is needed to assist the CEO and Company Secretary to understand if the information should be considered material and/or complete (eg may require input from the Company’s lawyer and/or also a corporate advisor)
• consider any applicable contractual requirements regarding the disclosure (eg Confidentiality Agreements or confidentiality provisions of applicable agreements). It is important to note that the continuous disclosure obligations of the ASX will generally override any confidentiality provisions of an agreement / licence but contractual provisions regarding confidentiality and/or public announcements still need to be considered as they may impact commercially on the Company and on the process prior to release or post release of the information;
• consider whether it is necessary to seek any third party consents to the release of the information, in particular competent persons in accordance with JORC code (see below);
• consider if all appropriate quality control and quality assurance measures have been undertaken prior to the release of the information;
• consider whether it is necessary to seek a trading halt to facilitate an orderly, fair and informed market in the Company’s securities; and
• coordinate the actual form of disclosure with the relevant members of management.
9.6 If the information is reported to a delegate of the CEO, and the CEO is not available to immediately action, the Company Secretary and the CEO’s delegates should immediately contact the Chairman and discuss with the circumstances with the Chairman and act in accordance with his instructions.
9.10 If the CEO and Chairman are both not available to immediately action, the Company Secretary and the CEO’s delegates have authority to put in place a trading halt whilst making contact with the CEO and Chair.
9.11 Where any information is reported as referred to above, and the CEO and Company Secretary determines that the circumstances are developing but the information is not presently disclosable, the CEO and Company Secretary must oversee the preparation of an appropriate draft announcement to facilitate timely disclosure of the information if it later becomes disclosable (for example, as a result of confidentiality being lost through a ’leak’).
9.12 In addition, the Company has a duty not to disclose information in a way that could mislead the market. Appropriate care must therefore be taken to ensure that the content of any announcement accurately discloses the material information.
9.13 Where any information is to be reported and deals with exploration, development or mining activities / results, then the Disclosing Officers must ensure that:
(a) the Competent Person has reviewed the ASX release and any comments have been dealt with and agreed with the Competent Person;
(b) the release includes all information required under Chapter 5 of the Listing Rules, in particular in compliance with the disclosure requirements of JORC Code as outlined in Table 1;
(c) the necessary QA/QC procedures have been completed;
(d) the necessary Competent Person approvals have been received.
9.14 All announcements to the ASX will be made through the Company Secretary.
9.15 All deliberations of the CEO and Company Secretary will be shared without delay with the Chair or, in their absence, the Chair of the Audit Committee (if applicable). Where open briefings or public speeches are to be made and, in accordance with this policy, relevant presentation materials and speeches are to be lodged with the ASX, prior approval will be obtained from the Chair and CEO.
10. REPORTING OF DISCLOSABLE INFORMATION
10.1 If it appears that information will probably be required to be disclosed to ASX, where possible the Disclosure Officers should commence drafting a suitable release to the ASX, notwithstanding that many material facts / information will not be finalised or yet suitable for release. The purpose of the early drafting of a release to the ASX is to enable the information to be finalised and released to the ASX in a timely manner.
10.2 Once the requirement to disclose information has been determined and a suitable release to the ASX finalised, the Disclosure Officers are the only persons authorised to release that information to the ASX.
10.3 Information to be disclosed must be lodged immediately with the ASX. Any such information must not be released to the general public until the Company has received formal confirmation of lodgement by the ASX.
10.4 All information disclosed to the ASX in compliance with this policy must be, if appropriate, promptly placed on the Company’s website (if applicable).
11. MARKET SPECULATION AND RUMOURS
As a guiding principle, the Company has a “no comment” policy on market speculation and rumours, which must be observed by all employees. However, the Company will comply with any request by the ASX to comment upon a market report or rumour.
12. ASX PRICE QUERY LETTERS
12.1 The ASX can issue a price query letter if there is a material movement in the Company’s share price that is not explained by an announcement or by information that is generally observable. The ASX will give the Company a short period (often no more than a few hours) to respond and will publish both the query and the Company’s response on the CAP platform.
12.2 The questions that the ASX may ask in conjunction with a price query can be quite broad. The preparation of a response can be particularly difficult in the period leading up to the Company’s results announcement because of the heightened possibility that the Company may be forced to make a premature announcement of incomplete information.
12.3 In order to be in a position to deal promptly with any price query, the Company Secretary should have a system in place which will enable rapid discussion by contacting as many other authorised persons and other Executives to understand the status of any potentially material events or information. A draft of the proposed response should then be circulated to the authorised persons and, where appropriate, the Company’s lawyer for review and comment prior to being released to the market. Draft language should also be prepared in advance where a development can be anticipated as being likely to occur.
12.4 Any response to the ASX should be mindful of any likely future announcements so that the response will not appear, with the benefit of hindsight, to have been less than clear and transparent.
13. TRADING HALTS
13.1 The Company may, in exceptional circumstances, request a trading halt to maintain orderly trading in the Company’s securities and to manage any disclosure issues.
13.2 No employee of the Company is authorised to seek a trading halt except for the Disclosure Officers.
14. MEETINGS AND GROUP BRIEFINGS WITH INVESTORS AND ANALYSTS
14.1 The CEO is primarily responsible for the Company’s relationship with major shareholders, institutional investors and analysts and shall be the primary contact for those parties.
14.2 Any written materials containing new price-sensitive information to be used in briefing media, institutional investors and analysts are to be lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material will be posted to the Company’s website. Briefing materials may also include information that may not strictly be required under continuous disclosure requirements.
14.3 The Company will not disclose price sensitive information in any meeting with an investor or stockbroking analyst before formally disclosing it to the market. The Company considers that one-on-one discussions and meetings with investors and stockbroking analysts are an important part of pro-active investor relations. However, the Company will only discuss previously disclosed information in such meetings.
14.4 The Company may conduct visits to its sites from time to time which involve the presence of members of the financial community.
14.5 Nothing will be disclosed during these site visits which may have a material effect on the price or value of the Company’s securities unless it has already been announced to the ASX. This must be reinforced to all staff involved before the site visit commences.
14.6 If possible, the Company Secretary or their representative should be in attendance at such site visits.
15. PERIODS PRIOR TO RELEASE OF FINANCIAL AND /OR TECHNICAL STUDY RESULTS
15.1 During the time between the end of the financial year or half year and the actual results release, the Company will not discuss financial performance, broker estimates and forecasts and particularly, any pre-result analysis with stockbroking analysts, investors or the media, unless the information to be discussed has already been disclosed to the ASX.
15.2 Should the Company be undertaking a material technical study (including feasibility studies, drilling programmes, mineral resource estimates) prior to the end of the technical study the Company will not discuss possible or expected results of the technical studies, broker estimates and forecasts and particularly, any pre-result analysis with stockbroking analysts, investors or the media, unless the information to be discussed has already been disclosed to the ASX.
16. WEB-BASED COMMUNICATION
16.1 The Company’s website features discrete sections for shareholders and investors to ensure that such information can be accessed by interested parties. Such information will include
(a) annual reports and results announcements,
(b) all other company announcements made to the ASX,
(c) speeches and support material given at investor conferences or presentations,
(d) company profile and company contact details, and
(e) all written information provided to investors or stockbroking analysts.
16.2 Announcements lodged with the ASX will be placed on the Company’s website as soon as practicable after ASX confirms receipt of that information.
16.3 Shareholders may be offered the option of receiving information via e-mail instead of post.
17. ANALYSTS REPORTS AND FORECASTS
17.1 Stockbroking analysts frequently prepare reports on listed companies that typically detail their opinion on strategies, performance and financial forecasts. To avoid inadvertent disclosure of information that may affect the Company’s value or share price, the Company’s comments on analyst reports will be restricted to:
(a) information the Company has issued publicly; and
(b) other information that is in the public domain.
17.2 Given the level of price sensitivity to earnings projections, the Company will only make comment to correct factual errors in relation to information publicly issued by other parties and Company statements.
Schedule 1 – Board Reserved Matters
For the purposes of this Policy, the following matters are reserved for the Board (and responsibility for which has not been delegated to management) to approve prior to release to the ASX.
• company-transforming events;
• significant changes in resource/reserve estimates;
• significant project milestones;
• significant profit upgrades or downgrades;
• significant changes to the Company’s Officers (appointments or resignations);
• dividend policy or declarations;
• significant contracts (supplier/rail/port);
• Annual Reports;
• Annual Financial Reports;
• Communication (other than procedural) with Shareholders;
• Half Yearly Financial Reports;
• Quarterly Activities Report; and
• any other matters that are determined by the CEO or the Chair to be of fundamental significance to the Company.
7. Risk Management Policy — October 2015
1.1 The primary objective of risk management is to ensure that the risks facing the business are appropriately managed.
1.2 Syntonic Limited (Company) is committed to ensuring the adequacy of its risk management systems and that risks and opportunities are adequately and appropriately addressed in a timely manner. The Company recognises that risk management is a fundamental driver of effective Corporate Governance, and views it as continuous process.
1.3 This Risk Management Policy (Policy) provides the framework to manage risks associated with all activities of the mortgage origination and management business.
1.4 This Policy is intended to document the risk management policies and procedures that have been adopted by the Company and is designed to identify, assess, monitor and manage risks with the objective of minimising losses and maximising shareholder value.
1.5 This Policy will ensure that the Company makes informed decisions in its activities by adequately considering material business risk which the Board considers important to enhancing shareholder value.
2. RISK MANAGEMENT PROCESS
2.1 Risk Management Framework
2.1.1 The framework upon which the Company’s approach to risk management is based is Australian Standard AS/NZS ISO 31000:2009. It consists of 5 stages: (a) establish the context; (b) identify risks; (c) risk analysis; (d) risk evaluation; and (e) risk treatment.
2.2 Establish the context
2.2.1 Establish the strategic context. It is important to define the relationship between the Company and its operating environment, identifying Company’s strengths, weaknesses, opportunities and threats. The context includes the financial, operational, competitive, political, social, cultural and legal aspects of Company’s activities.
2.2.2 Establish the organisational context. It is necessary to understand the Company and its capabilities, as well as goals and objectives and strategies before risk management analysis is commenced.
2.2.3 Establish the risk management context. The goals, objectives, strategies, scope and parameters of the activity, or part of the organisation to which the risk management process is being applied should be established. The process should be undertaken with full consideration of the need to balance costs, benefits and opportunities. The resources required and the records to be maintained should be specified.
2.2.4 Develop risk evaluation criteria. Decide the criteria against which risks are to be evaluated. Decisions concerning risks acceptability and risk treatment may be based on operational, technical, financial, legal, social, humanitarian or other criteria. The risk evaluation criteria may be affected by internal and external perceptions and legal requirements.
2.2.5 Define the structure. Separate the activity into a set of elements which provide a framework for identification and analysis ensuring that significant risks are not overlooked. The structure chosen depends on the nature of risks and scope of the activity or project.
2.3 Identify risks
2.3.1 The objective of this exercise is to generate a comprehensive list of events which might affect each element of the structure referred to above. These risks are then considered in more detail to identify their potential impact to the Company. Each of the key elements must be systematically examined to identify what the risks are and how they may occur. Techniques of identifying risk that may be used to identify risks include:
• Scenario analysis;
• Brain storming;
• Review of industry participants;
• Process flow chart; and
• Examining similar or previous experience and record.
2.3.2 In establishing the Company’s risk profile, the Board considers the material business risks applicable to the Company including, but not limited to:
• credit risk: the risk of financial loss if a counterparty to a financial instrument fails to meet its contractual obligations;
• liquidity risk: the risk that the Company will not be able to meet its financial obligations as they fall due and/or the risk that the Company will not be able to raise additional capital to develop its mineral properties;
• health and safety risk: the risk of a severe or fatal accident at any of the Company’s operations;
• environmental risk: the risk of environmental harm at any of the Company’s operations;
• social and community risk: the risk of social and local community discontent in response to the any of the Company’s operations;
• operational risk: the risk of significant delays or shut-downs at the Company’s exploration, development or mining operations causing material effect to the Company’s exploration, development or mining production schedules;
• unethical conduct risk: the risk that a Company member or employee will engage in unethical behaviour;
• market risk: the risk that changes in market conditions, such as commodity prices, fluctuations in exchange rates and interest rates will affect the Company’s income or the value of its holdings of financial instruments;
• human capital risk: the risk that directors, management and key employees leave employment or engagement with the Company;
• title risk: the risk that title to the Company’s mineral properties is not free from defects, or that such title could be revoked, significantly altered or not renewed, or that such title could be challenged or impugned by third parties; and
• regulatory risk: the risk that the Company does not meet its obligations under relevant corporations and securities laws and/or stock exchange requirements and the risk of material adverse changes in government policies or legislation in countries where the Company operates.
2.4 All the risks identified must be documented in the Company’s Risk Register prepared by management to identify the Company’s material business risks and risk management strategies for those risks. The Risk Register will be reviewed at least annually and updated as required.
2.5 Risk Analysis
2.5.1 The objective of the risk analysis is to separate minor acceptable risks from major risks, and to provide information to assist in the evaluation and treatment of risks. The risk analysis process should determine:
• the consequences if the risk occurs; and
• the likelihood of the risk occurring.
2.5.2 The significance of the risks is expressed as a combination of its consequence or impact on the objectives of the activity to which it relates and the likelihood of those consequences occurring.
2.5.3 The likelihood criteria are expressed as a probability of the annual occurrence on a descriptive scale from Rare to Almost Certain. Consequences are rated in terms of the potential impact on the relevant activity’s key criteria (for example: cost, timing, performance and environment) and are described on a scale from Insignificant to Catastrophic.
2.5.4 Consequences and likelihood are then combined to produce a level of risk or “risk matrix” (as shown below):
2.6 Risk evaluation
2.6.1 Risk evaluation involves a decision as to whether a particular risk is acceptable or not, taking into account:
• Existing criteria;
• The cost consequences of managing the relevant risk or leaving it untreated;
• Benefits and opportunities presented by the risks; and
• The risks borne by other stakeholders.
2.6.2 The outcome of this process is a list of risks with agreed priority ratings from which decisions can be made about acceptable levels of tolerance for particular risks and where greatest effort should be focused.
2.6.3 If the risks fall into the low or acceptable risks categories they may be accepted without any further treatment, however, such risk should still be monitored to ensure they remain acceptable. Risks that do not fall into the low or acceptable risk category should be treated using the process outlined below.
2.7 Risk treatment
2.7.1 The purpose of risk treatment is to determine what measures will be taken and who will be responsible for the risks that have been identified. Risk treatment converts the earlier analysis into actions to reduce risk.
2.7.2 Risk treatment options are evaluated in terms of feasibility, costs and benefits with the objective of choosing the most appropriate and practical way of reducing risk to a tolerable level. Risk management plans will manage different risks in different ways. They may seek to:
• Avoid or control the likelihood of occurrence;
• Reduce the consequences;
• Transfer the risk; and
• Retain the risk.
2.7.3 Risk management plans should identify responsibilities, timing, the expected outcome of treatments, budgeting, performance measures and the review process to be set in place.
3. RISK GOVERNANCE
3.1.1 The Board oversees an ongoing assessment of the effectiveness of risk management and internal compliance and control.
3.1.2 The Board is ultimately responsible for identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage those risks (including in relation to internal control and management information systems, codes of conduct and legal compliance).
3.1.3 The Board, as part of the Company’s risk management process:
• oversees this Policy and risk management; and
• reviews and approves procedures for the maintenance and monitoring of the Company’s risk profile.
3.2 Audit Committee
3.2.1 The Board may make use of an Audit Committee to assist it with carrying out its obligations in relation to risk identification and management.
3.2.2 The Board has not established an Audit Committee at this time. Until such time as the Board determines that it is appropriate to establish a separate Audit Committee, the function of the Audit Committee as set out in this Policy will be performed by the Board.
3.2.3 The Audit Committee, as created under the Audit Committee Charter, is responsible for:
• ensuring that the Company has an appropriate risk management framework in place to identify and manage risk on an ongoing basis;
• oversight of the Company’s system of risk management and internal control;
• review of the operational effectiveness of the policies and procedures relating to risk and the Company’s control environment;
• monitoring management’s design and implementation of a risk management and internal control system to manage the Company’s material business risks;
(i) reports from management on whether material business risks are being managed effectively;
(ii) treasury policy and procedures; and
(iii) the adequacy of insurances;
• reviewing at the end of each full year reporting period the performance of the external auditors and the audit process;
• making recommendations to the Board regarding the appointment, removal and tender of the external auditor function;
• reviewing and making recommendations to the Board in relation to any incident involving fraud or other break down of the entity’s internal controls; and
• reviewing and approving hedging strategies.
3.2.4 The Audit Committee is empowered to recommend to the Board risk management policies, procedures and strategies.
3.3 Executive Officer Declarations
3.3.1 The Board, before it approves the Company’s half year or full year financial statements, receives from the CEO and CFO a declaration that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
3.3.2 The CEO and the CFO will provide assurance annually to the Board that the required declaration made under section 295A of the Corporations Act 2001 (Cth) in respect to the accuracy of the full year financial report.
3.4 Chief Executive Officer
3.4.1 The CEO is responsible for the development and implementation of business strategies, budgets, setting performance benchmarks and creating a corporate culture compatible with the business objectives and risk appetite of the Company. Specifically, the CEO’s key accountabilities include:
• ensuring that a robust Company strategy is developed, regularly reviewed by management, discussed and approved by the Board and communicated, as appropriate, within the Company and with external stakeholders
• taking overall responsibility for implementing the agreed strategy to achieve the corporate-wide goals and KPIs set in the Company strategy
• reviewing on a regular basis and holding accountable the CEO’s direct reports for the performance of all the major divisions and units of the Company in accordance with the corporate, business, project and other plans.
3.4.2 Additionally, the CEO is required to ensure that a comprehensive control system is operating efficiently and effectively.
3.4.3 The CEO has overall responsibility for the management and reporting of risks and the implementation of risk management strategies and policies within the Company as determined by the Board.
3.4.4 The Board has delegated to the CEO various risk limits and responsibility for the adherence to these risk limits.
3.4.5 The CEO promotes discussion amongst the senior management team of the Company on risk issues, in particular the process of assessing and identifying risks and alternative options for the treatment of these risks in line with changing business conditions, market practices and prudential controls.
3.5 Chief Risk Officer
3.5.1 The Chief Financial Officer (CFO), or in the event that there is no CFO, the Company Secretary, reports directly to the CEO on the implementation, operations and effectiveness risk management system. The CFO, or in the event that there is no CFO, the Company Secretary, is the Chief Risk Officer (CRO) and is responsible for the development and implementation of all risk management processes and methodologies. As such the CRO will:
• lead the development, implementation and management of the Company’s risk framework in accordance with the applicable Australian Standards for risk;
• ensure that risk evaluation, monitoring, review and documenting occur in accordance with this Policy;
• provide advice to the Board to ensure compliance with relevant legislation, regulations, policies and standards and to build the Company’s capability to mitigate risk related to human, financial and physical resources; and
• produce a consolidated Risk Register approved by the CEO for submission annually to the Audit Committee, or in the event that there is no Audit Committee, the Board, for review of limits of acceptable risk.
3.6 Additionally, the CRO is required to ensure that a comprehensive financial control system is operating efficiently and effectively.
3.8 Other senior personnel are responsible for managing risk within those areas under their control, including dissemination of the risk management process to operational personnel.
3.9 Collectively, senior management is responsible for:
• identifying strategic risks in their area of control that impact upon the Company’s business;
• assessing and prioritising the risks identified;
• developing, implementing and maintaining strategic risk (including internal control and management information systems) and management plans;
• reviewing the effectiveness of procedures implemented for the identification, assessment, reporting and management of risks and the system of internal accounting and operating controls; and
• reporting to the CEO and CFO on the management of their department’s material business risk.
3.10 Management is responsible for the ongoing management of risk with standing instructions to appraise the Board of changing circumstances within the Company and within the international business environment.
4. INTERNAL CONTROL SYSTEMS
4.1 The Company may outsource its internal audit function to one or more specialist audit services provider (Internal Auditor) to carry out reviews of the various Company systems using a risk based audit methodology.
4.2 The Company has not established an internal audit function at this time.
4.3 Refer to the Risk Governance section above for responsibilities of the Board, the Audit Committee, the Chief Executive Officer, the Chief Risk Officer, and other management in the evaluation and continual improvement of the Company’s risk management and internal control processes.
4.4 The Board recognises that a cost effective internal control system will not preclude all errors and irregularities. As a result, the Company has established internal control systems by applying a risk management system throughout the Company which establishes a common risk management understanding.
4.5 The Company has established internal financial control systems to provide reasonable assurance regarding the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial reporting.
5. RISK REPORTING
5.1 Board Reporting
5.2 On at least an annual basis, the CEO and CFO (or equivalents) will review the Company’s material business risks and how the Company’s material business risks were managed and provide to the Board the Company’s Risk Register that was populated as part of this process. The Risk Register summarises the significance of each risk as well as actions taken by management to mitigate the risks since they were originally identified.
5.3 On at least an annual basis, the CEO and CFO (or equivalents) will report to the Board, based on their review of the effectiveness of the Company’s management of its material business risks, whether management has designed and implemented an appropriate risk management and internal control system to manage the Company’s material business risks, and whether management has effectively managed (throughout the year) the material business risks of the Company (Management Report).
5.4 The CEO and the CFO (or equivalents) will provide assurance annually to the Board that the required declaration made under section 295A of the Corporations Act 2001 (Cth) is founded on a sound system of risk management and internal control which is operating effectively in all material respects in relation to financial reporting risks (Reporting Assurance). All risk assessments cover the whole financial period and the period up until the signing of the annual financial report for all material operations of the Group.
5.5 Additionally, a function of the Company’s Board meetings is for the Board to be informed by management of current events, new developments and potential exposures to losses, as identified through the risk management system. In particular, the Board has a special role in reviewing, and when necessary, deciding on actions related to material business risks.
5.6 As defined by the ASX Corporate Governance Principles and Recommendations, material business risks means ‘risks that could have a material impact on a company’s business.’ Material business risks are dealt with in standard board reports, which encompass marketing, operations, financial performance, investor relations and business development. Financial and production reports incorporate performance benchmarks. Significant deviations from benchmarks act as a mechanism to flag potential exposure to risk.
5.7 Board meetings are structured to involve management participation to allow Directors to obtain management’s comments on matters likely or capable of affecting the Company’s financial position or future performance.
5.9 The Board will disclose that:
• the CEO and CFO have reported to it on the effectiveness of the Company’s management of material business risks; and
• it has received the Reporting Assurances from the CEO and CFO.
5.10 The Company, being listed on the ASX, seeks to comply with Principle 7 of the ASX’s Corporate Governance Principles and Recommendations (ASX Principles). The Company will disclose in its Corporate Governance Statement (as contained in the annual report):
• departures, if any, from the recommendations set out in ASX Principles – Principle 7; and
• whether the Board has received:
(i) the Management Report; and
(ii) the Reporting Assurance.