Corporate Governance Statement & Documents

 

	Description	File size	Published
	Human Resources & Nomination Committee Charter	23kb	May 2010
	Constitution	166kb
	Statement of Corporate Governance Practices	55kb	September 09
	Audit Risk & Corporate Governance Committee Charter	27kb	September 09
	Director Obligations	52kb	September 09
	Corporate Governance Committee Charter	52kb
	Code of Conduct	32kb
	Disclosure Program & Procedures	91kb	September 09
	Share Trading Policy	66kb
	Independent Directors Charter	17kb	September 09

Corporate Governance Statement

In March 2003, the Australian Stock Exchange Corporate Governance Council published "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 following paragraphs set out the Company's position relative to each of the 10 principles contained in the ASX Corporate Governance Council's report.

Principle 1: Lay solid foundations for management and oversight

The Company is progressively adopting the recommendation to formalise and disclose the functions reserved to the board and those delegated to management. The Company has a small board (three non-executive directors plus two executive directors) and a small management team, so while the roles and functions have to be flexible to meet specific requirements, the Board and management functions are being formalised in a Corporate Governance Compliance Manual.

Principle 2: Structure the board to add value

The Company complies with the recommendations within this area as the Chairman is independent and separate from the Chief Executive Officer. The Company has a Board Nomination Committee. The Company complies with the recommendation that a majority of directors should be independent. Each director of the Company has the right to seek independent professional advice at the expense of the Company. Prior approval of the Chairman is required, but this will not be unreasonably withheld.

Principle 3: Promote ethical and responsible decision-making

The Company has established a policy concerning trading in its securities by directors, management, staff and significant consultants. In November 2004 the Company adopted a formal code of conduct.

Principle 4: Safeguard integrity in financial reporting

The Company has implemented changes to ensure compliance with the recommendations set out under this principle. Senior management confirms that the financial reports represent a true and fair view and are in accordance with relevant accounting standards. The Company has an Audit, Risk and Corporate Governance committee with a formal charter, 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 Company's auditor, Ernst and Young were appointed in November 2009.

Principle 5: Make timely and balanced disclosure

The Company, its directors and staff are acutely aware of continuous disclosure requirements and operate in an environment where strong emphasis is placed on full and appropriate disclosure. In November 2004 the Company adopted formal written policies regarding disclosure.

Principle 6: Respect the rights of shareholders

The Company has a communications strategy to promote effective communication with shareholders. The Company does communicate regularly with shareholders, brokers and analysts and maintains a review of information provided on its website.

For many years the Company has requested the external auditor to attend general meetings and this has been supported by the Company's audit partners.

Principle 7: Recognise and manage risk

The Company believes that there is significant need for formal policies on risk oversight and management and accordingly the role of the Audit Committee was expanded in November 2004 to include risk management. Risk management arrangements are now reviewed by both the full Board of directors, senior management and the Audit and Risk Management Committee collectively. Risk matters is an agenda item at each Board meeting.

Principle 8: Encourage enhanced performance

The Company has a Remuneration Committee, which meets as and when required, to review performance matters. The formal performance evaluation of the Board during the past financial period was carried out by the Corporate Governance Committee.

Principle 9: Remunerate fairly and responsibly

The Company's Remuneration Committee determines remuneration levels on an individual basis. Directors believe that the size of the Company makes individual salary negotiation more appropriate than formal remuneration policies. The Committee will seek independent external advice and market comparisons as necessary. In accordance with Corporations Act requirements, the Company discloses the fees or salaries paid to all directors.

Principle 10: Recognise the legitimate interests of stakeholders

The Company has a code of conduct to guide compliance with legal and other obligations. It recognises that because of the Company's size legal compliance is a less onerous task than with larger companies. The Board of directors continues to review the situation to determine the most appropriate and effective operational procedures.