The Board of Directors
The primary responsibility for the Board is to represent and advance Shareholder’s interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability. The Company has adopted the ASX Corporate Governance Principles and Recommendations with some amendments where applicable after giving consideration to the Company’s size and the resources it has available.
As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration. A summary of the Company’s key policies follow.
Board and Senior Executive Evaluation
The Board considers the ongoing development and improvement of its own performance as critical input to effective governance. The Board will undertake an annual evaluation of its effectiveness as a whole. The Chairman will review the individual performance of each Board member annually.
The Chairman’s performance is evaluated by the Board annually. All senior executives of Barra Resources are subject to an annual performance evaluation. Each year, senior executives establish a set of performance targets with the Managing Director. These targets are aligned to overall business goals and requirements of the position. In the case of the Managing Director (if present), these targets are established between the Managing Director and the Board.
Code of Conduct
The Board, management and all employees of Barra Resources are committed to implementing Barra Resources’ core principles and values as stated in this Code of Conduct when dealing with each other and with customers, suppliers, government authorities, creditors and the wider community.
Barra Resources is dedicated to delivering outstanding performance for investors and employees. Barra Resources aspires to be a leader in its field while operating openly, with honesty, integrity and responsibility and maintaining a strong sense of corporate social responsibility. In maintaining its corporate social responsibility Barra Resources will conduct its business ethically and according to its values, encourage
community initiatives, consider the environment and ensure a safe, equal and supportive workplace.
In accordance with the ASX listing Rules, Barra Resources will immediately notify the ASX of information concerning Barra Resources that a reasonable person would expect to have a material effect on the price or value of Barra Resources securities.
The only exception to this requirement is where the ASX Listing Rules do not require such information to be disclosed.
Upon confirmation of receipt from the ASX, Barra Resources will post all information disclosed to ASX on its website.
Selection of External Auditor
The Board identifies and recommends an appropriate external auditor for appointment, in conjunction with senior management and/or Barra Resources in general meeting. The appointment is made in writing.
The external auditor is required to rotate its audit partners so that no partner of the external auditor is in a position of responsibility in relation to Barra Resources’ accounts for a year of more than five consecutive years. Further, once rotated off Barra Resources’ accounts, no partner of the external auditor may assume
any responsibility in relation to Barra Resources’ accounts for a period of five consecutive years.
The Company has appointed, with their consent, HLB Mann Judd as its auditors.
Senior Executives Remuneration
Barra Resources is committed to remunerating its senior executives in a manner that is market competitive, consistent with best practice and supports the interests of shareholders. Consequently, senior executives’ remuneration consists of a fixed salary, statutory superannuation and, subject to the terms of their engagement, a fully serviced motor vehicle and mobile phone expenses.
All reasonable out of pocket expenses incurred by the senior executive in connection with the performance of duties on behalf of Barra Resources will be reimbursed.
In addition, the Company has established an employee share option plan (“ESOP”) in order to provide an incentive for senior executives and other employees to participate in the future growth of the Company. The ESOP is administered in accordance with the ESOP rules which can be viewed, in full, on the Company’s website.
Non-Executive Directors Remuneration
Non-executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. The sum each Non-Executive Director is paid is determined by the Board from time to time. Additional fees may be paid for participation on Board Committees however,
the total fees paid to Non-Executive Directors, including fees paid for participation on Board Committees, are kept within the total amount approved by shareholders. At present the maximum aggregate remuneration of Non-Executive Directors is $400,000 per annum. Only $150,000 of this pool is currently being utilised.
Selection and Appointment of New Directors to the Board
Candidates for the Board are considered and selected by reference to a number of factors which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within Barra Resources’ scope of activities, and intellectual and physical ability to undertake Board
duties and responsibilities. Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.
Risk recognition and management are viewed by Barra Resources as integral to the Company’s objectives of creating and maintaining shareholder value, and the successful execution of the Company’s mineral exploration and development.
There are a range of specific risks that have the potential to have an adverse impact on Barra Resources’ business. The Company has developed a framework for a risk management policy and internal compliance and control system which covers organisational, financial and operational aspects of the Company's affairs.
Management reports to the Board annually in relation to the key business risks, the control system in place to manage such risks and how effective the risk management system is operating.
Barra Resources recognises that directors, officers and employees may hold securities in Barra Resources and that most investors are encouraged by these holdings. It is the responsibility of the individual director, officer or employee to ensure that any trading by the director, officer or employee complies with the Corporations Act 2001, the ASX Listing Rules and Company Policy.
A breach of this policy may lead to disciplinary action. It may also be a breach of the law.
On 24 December 2010, the Company adopted a Securities Trading Policy which sets out procedures and protocols to be complied with if a director, officer or employee wishes to trade in the Company’s securities. These procedures and protocols include the clear establishment of “blackout periods” where trading in the Company’s securities by a director, officer or employee is prohibited as well as approvals required for trading in securities during non-blackout periods.
Shareholder Communications Policy
The Board aims to ensure that shareholders are informed of all major developments affecting Barra Resources. All shareholders receive the Company's annual report, and may also request copies of the Company's half-yearly and quarterly reports. The Board also encourages full participation of shareholders at the Company’s annual general meeting.
In addition, the Company maintains a website at www.barraresources.com.au which is regularly updated.
Independent Professional Advice
Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.
Matters for Approval by the Board of Directors
The Board has adopted a list of matters required to be brought before the Board of Directors for approval. This provides an important means of dividing responsibility between the Board and management, assisting those affected by corporate decisions to better understand the respective accountabilities and contributions of the Board and the Senior Executives.
The Company recognises that a diverse and talented workforce is a competitive advantage and that the Company’s success is the result of the quality and skills of our people. As such, the Board has adopted a policy to recruit and manage on the basis of qualification for the position and performance, regardless of gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability. It is essential that the Company employs the appropriate person for each job and that each person strives for a high level of performance.
Explanations for Departure from Best Practice Recommendations
During the reporting year from the Company has complied with each of the Essential Corporate Governance principles and the corresponding Best Practice Recommendations as published by ASX Corporate Governance Council ("ASX Principles and Recommendations"), other than in relation to the matters specified below.
Whistleblower Protection Policy
The Whistleblower Protection Policy has been adopted by the Board to ensure concerns regarding unacceptable conduct including breaches of the Company's Code of Conduct can be raised on a confidential basis, without fear of reprisal, dismissal or discriminatory treatment. The Company is committed to creating and maintaining a culture of corporate compliance and ethical behaviour in which employees are responsible and accountable and behave with honesty and integrity.