The Board of 29Metals has ultimate responsibility for the management of 29Metals’ business, including ensuring that appropriate governance arrangements are in place.
The Board has created a framework for managing the Company, including adopting corporate governance policies and practices, relevant internal controls and risk management processes that the Board considers appropriate for the Company’s business and that are designed to promote the responsible management and conduct of the Company.
29Metals Governance Framework
29Metals Limited Constitution
Board and Committees
Composition of the Board
The Board intends to appoint an additional independent Director and will commence a process to identify suitable candidates for that role. In addition, EMR Capital intends to nominate a second EMR Nominee Director in accordance with the Relationship Deed4. It is the intention of the Board and EMR Capital that these future appointments will be made contemporaneously to ensure that the Board remains majority independent.
The Board will regularly assess the independence of each Director. For this purpose, the Board Charter includes an “Independence Guideline” to be applied by the Board when assessing the matter of independence.
The Board has established three standing committees – the Audit, Governance & Risk Committee, the Remuneration & Nominations Committee and the Health, Safety, Environment and Community Committee – each of which operates under a Committee Charter.
Each of the Committees has the responsibilities described in its charter which have been prepared having regard to the ASX Listing Rules, the Corporations Act and the ASX Recommendations.
Board and committee charters
The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out:
- the role and responsibilities of the Board;
- the role and responsibilities delegated to the Company’s senior management team; and
- the rules and processes that the Board will apply to the discharge of its responsibilities.
The role of the Board includes:
- providing leadership;
- approving the Company’s strategic framework, vision and values;
- ensuring that an appropriate governance framework is in place, including systems, controls and processes to safeguard against misconduct and identify, evaluate and manage risk;
- setting the tone for the Company’s commitment to ethical and responsible business practices and behaviours;
- overseeing and monitoring the Company’s business performance and financial condition, and the performance of the Company’s senior management team;
- critically reviewing business performance and information provided by the Company’s senior management team;
- monitoring compliance with legal and regulatory requirements, community and stakeholder expectations, external commitments, and safeguarding the reputation of the Company;
- whenever required, challenging and holding the Company’s senior management team to account; and
- ensuring that Shareholders and market participants receive timely, accurate and balanced information regarding the Company’s performance, prospects and financial position.
With the prior approval of the Chair (or, in the case of the Chair, the prior approval of the Chair of the Audit, Governance & Risk Committee), Directors may seek and obtain independent professional advice at the Company’s cost relating to the discharge of their responsibilities.
The Board Charter will be reviewed by the Board, at least annually, to assess its relevance and effectiveness in the context of the Company and its activities, the corporate governance expectations of the Shareholders and other stakeholders, the ASX Recommendations, and community expectations.
Audit, Governance & Risk Committee
The role of the Audit, Governance & Risk Committee is to provide advice and recommendations to the Board, and to assist the Board to discharge its responsibilities in relation to the:
- integrity and quality of the Group’s statutory and other public financial reporting;
- Group’s financial reporting systems and processes, including financial controls;
- Group’s external and internal audit programs;
- Group’s systems and processes for the management of risk;
- Group’s systems and processes for monitoring and maintaining compliance with the Group’s legal and regulatory obligations; and
- Group’s governance framework, including core governance principles.
29Metals will comply with the ASX Recommendations in relation to the composition and operation of the Audit, Governance & Risk Committee.
Remuneration & Nominations Committee
The role of the Remuneration & Nominations Committee is to provide advice and recommendations to the Board, and to assist the Board to discharge its responsibilities in relation to the Group’s:
- remuneration strategy and framework;
- systems and processes for assessing people performance, and for attracting and retaining a diverse and highly skilled workforce;
- policies and strategies for developing the workforce and promoting a culture which reflects the Company’s values; and
- succession planning and nominations to the Board.
Health, Safety, Environment and Community Committee
The role of the Health, Safety, Environment and Community Committee is to assist the Board to discharge its responsibilities in relation to the Group’s performance and management of risks in relation to:
- health and wellbeing;
- environment (including climate change and the management of tailings);
- community and social engagement; and
- human rights and security.
Core governance policies
Code of Conduct
29Metals is committed to conducting business in an ethical and responsible way. The Board has adopted a Code of Conduct, which enshrines 29Metals’ values, outlines the way 29Metals works, and confirms 29Metals’ expectations of its employees. The standards of conduct set out in the policy apply both within the workplace and in any 29Metals business-related situation, including outside working hours or at locations other than 29Metals workplaces.
The Remuneration & Nominations Committee is responsible for overseeing the implementation of the Code of Conduct.
Inclusion & Diversity
29Metals is committed to promoting an inclusive workplace, where all people feel respected and valued, and embracing the benefits of diversity. The Board has adopted an Inclusion & Diversity Policy, which sets out the principles that will guide 29Metals’ commitment to inclusion and diversity, and how 29Metals will translate its commitment to action.
The Remuneration & Nominations Committee is responsible for overseeing the policy and monitoring 29Metals’ progress against inclusion and diversity objectives adopted by the Board.
Anti-Bribery and Corruption
The Company is committed to conducting its business and activities with integrity, and prohibits bribery and corruption, in any form, whether direct or indirect, whether in the private or public sector, anywhere in the world.
The policy prohibits offering, paying, soliciting, or accepting a bribe in any form, and all forms of corrupt business practice. Detailed guidelines are provided in respect of gifts and entertainment, and political and charitable donations. The policy also sets out specific requirements in relation to dealing with government officials, noting that a high degree of caution needs to be exercised when exchanging gifts or entertainment with government officials.
The Anti‐Bribery and Corruption Policy applies to all Company personnel, including its contractors.
The Company is committed to the highest standards of conduct and ethical behaviour. The purpose of the Whistleblower Policy is to promote and reinforce that commitment.
The Whistleblower Policy sets out the processes adopted by the Company to encourage concerns to be raised about misconduct, malpractice, irregularities or any other behaviour which is corrupt, illegal or inconsistent with any of the Company’s values or policies (including its code of conduct), without the person raising the concern being subject to detrimental treatment. It outlines the process for individuals to raise concerns about conduct which should be reported and the protections that are available for individuals who make such reports.
The policy applies to all current and former employees, officers and suppliers to the Group (including individuals who are or were previously employed by such a supplier), and any spouses or dependants of those individuals.
The Audit, Governance & Risk Committee is responsible for overseeing this policy.
The Company is committed to ensuring it has effective systems and controls for detecting and eliminating modern slavery within its business operations and supply chains. The Company prohibits the use of all forms of modern slavery in its operations and requires each person working for the Group to respect and work to uphold human rights.
The Modern Slavery Policy requires all Group personnel to:
- comply with all applicable modern slavery laws and regulations, including but not limited to the Modern Slavery Act 2018 (Cth) and any other applicable modern slavery laws in any jurisdiction where 29Metals conducts its business;
- assist the Company to proactively identify, assess, mitigate and remediate modern slavery risks and impacts in the Company’s business operations and supply chains; and
- communicate obligations under the Modern Slavery Policy, the Modern Slavery Act 2018 (Cth), and any related legislation and documents to all employees, business partners, contractors, suppliers and other associates as relevant.
The Company has adopted a Securities Dealings Policy that outlines prohibited conduct in relation to dealings in securities. It sets out the systems and processes applied by the Company to safeguard against breaches of the policy and is intended to assist its Directors, officers, employees and contractors to understand and comply with applicable securities trading laws.
The Securities Dealings Policy applies to all Group personnel, including contractors and consultants, and extends to persons with whom those personnel have a close relationship or connection.
Disclosure and Communications
Once listed, the Company will be required to comply with the continuous disclosure requirements in the Listing Rules and the Corporations Act. 29Metals is committed to observing its disclosure obligations under the Listing Rules and the Corporations Act.
Subject to the exceptions contained in the Listing Rules, the Company will be required to disclose to the ASX any information concerning 29Metals which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.
The Company has adopted a Disclosure and Communications Policy to take effect from Listing which establishes procedures and processes aimed at ensuring that all 29Metals personnel who have access to sensitive information understand how to identify and escalate information to enable it to be assessed for the purposes of the Company’s disclosure obligations, and also to understand the nature and importance of the Company’s disclosure obligations.
Personnel in nominated roles under the policy are required to actively monitor business performance and developments, within their respective areas of management or functional accountability, to identify information that may be sensitive information warranting disclosure under the Company’s continuous disclosure obligations.
The Executive Leadership team has the responsibility for assessing information to determine if disclosure is required or desirable. The policy also sets out which persons are authorised to speak on behalf of the Company and specific requirements for engaging with investors and other market participants.