Corporate Governance
In August 2007, the Australian Stock Exchange Corporate Governance Council published the first revision of the "Principles of Good Corporate Governance and Best Practice Recommendations". This document is for guidance purposes, however all listed companies are required to disclose the extent to which they have followed the recommendations; to identify any recommendations that have not been followed; and reasons for not doing so. The Company's Board of Directors has reviewed the recommendations. In many cases the Company was already achieving the standard required. In other cases the Company has implemented new arrangements to ensure compliance. In a limited number of instances, the Company is progressively moving to meet the standard set out in the recommendations. The Board is now comfortable that its practices are satisfactory for a company of Gloucester Coal’s size.
The Corporate Governance Statement above sets out the company’s position relative to the eight principles contained in the first revision of the Councils Corporate Governance Principles and Recommendations.
Documents
Audit committee
The Company has an Audit, Risk and Corporate Governance Committee with a formal charter. The Audit Risk Corporate Governance Committee Charter has been approved by the Board. The Audit, Risk and Corporate Governance Committee consists of the three non-executive directors with the most applicable expertise and skills for this Committee. The Chairman of the Audit, Risk and Corporate Governance Committee is not the Chairman of the Board. The Chief Executive Officer and the Chief Financial Officer are invited to Audit, Risk and Corporate Governance Committee meetings at the discretion of the Committee.
The main responsibilities of the Audit, Risk and Corporate Governance Committee are to:
- Review and report to the Board on the annual report, the annual and half-year financial reports and all other financial information published by the Company or released to the market;
- Assist the Board in reviewing the effectiveness of the Company's internal control environment covering effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations;
- Oversee the effective operation of the risk management framework
- Recommend to the Board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, and the scope and quality of the audit; and
- Review and assess the various risk factors that can impact the Company's business
The external auditors are invited to attend the audit committee meetings to ensure that information flow is optimised.