Atlas Iron Limited (Atlas or the Company) is committed to implementing and maintaining the highest
standards of corporate governance.
In determining what those standards should involve, Atlas has considered the 3rd Edition of ASX' Corporate Governance Principles and Recommendations (ASX Guidelines) in light of the reduced size of its board. Atlas advises that its corporate governance policies and practices are, in the most part, consistent with those of the ASX Guidelines.
Atlas reviews all its corporate governance practices and policies in each financial year and compares its current practices and policies against the ASX Guidelines with a view to ensuring its corporate governance practices and policies are up to date and reflect Atlas' current stage of development and future growth.
This 2016 Corporate Governance Statement was approved by the Board on 18 October 2016 and is current as at 18 October 2016. A description of the Group's current corporate governance practices is set out in this Group's Corporate Governance Statement which also can be viewed at www.atlasiron.com.au .
A summary of the ASX Guidelines Recommendations and the extent to which Atlas has followed these during the reporting period is set out below:
ASX Recommendation | Adopted |
Principle 1: Lay Solid Foundations for Management and Oversight | |
| |
| |
1.3. A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | |
1.4. The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. | |
| (see explanation below) |
| |
the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. | (see explanation below) |
| (see explanation below) |
Principle 2: Structure the board to add value | |
| × (see explanation below) |
2.2. A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve | |
| |
2.4. A majority of the board of a listed entity should be independent directors. | ×(see explanation below) |
2.5. The chair of the board of a listed entity should be an independent director and in particular, should not be the same person as the CEO of the entity. | × (see explanation below) |
2.6. A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for director to develop and maintain skills and knowledge needed to perform their role as directors effectively. | |
Principle 3: Act ethically and responsibly | |
| |
Principle 4: Safeguard integrity in corporate reporting | |
| (composition for part of the period, see |
and disclose: (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. | explanation below) |
4.2. The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from the CEO and CFO a declaration that, in their opinion, the financial records of the entity 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. | |
4.3. A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | |
Principle 5: Make timely and balanced disclosure | |
| |
Principle 6: Respect the rights of security holders | |
6.1. A listed entity should provide information about itself and its governance to investors via its website. | |
6.2. A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. | |
6.3. A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. | |
6.4. A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. | |
Principle 7: Recognise and manage risk | |
| (composition for part of the period, see explanation below) |
| |
taken place. | |
| |
7.4. A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. | |
Principle 8: Remunerate fairly and responsibly | |
| (composition for part of the period, see explanation below) |
8.2. A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. | |
| |
The Board is responsible for promoting the success of the Group in a way which ensures that the interests of shareholders and stakeholders are promoted and protected. The conduct of the Board is governed by the Constitution of Atlas, the Corporations Act, the ASX Listing Rules and common law.
The Board's responsibilities are detailed in a formal Board Charter which the Board is responsible for reviewing every financial year. The Board Charter is available on Atlas' website.
The following are regarded as the key responsibilities and functions of the Board:
Developing, reviewing and monitoring long-term business strategies and providing strategic direction to management;
Ensuring policies and procedures are in place to safeguard Atlas' assets and business, and to enable Atlas to act ethically and prudently;
Developing and promoting corporate governance systems which ensure Atlas is properly managed;
Identifying Atlas' principal risks and ensuring appropriate risk systems are in place and that management is taking appropriate action to mitigate those risks;
Reviewing and approving Atlas' financial statements;
Monitoring management's performance and Atlas' financial results on a regular basis
Appointing, ratifying, appraising and determining the remuneration and benefits of the Managing Director;
Atlas Iron Limited published this content on 20 October 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 October 2016 06:43:02 UTC.
Original documenthttp://www.atlasiron.com.au/irm/PDF/5949/CorporateGovernanceStatementandAppendix4G
Public permalinkhttp://www.publicnow.com/view/C2A4FB9BEC33AF53F27D2307DCD57782054E2159