CORPORATE GOVERNANCE
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The Board of Directors of Spencer Resources will be responsible for the corporate governance of the Company including its strategic development. The format of this Section is guided by the ASX Corporate Governance Council’s best practice recommendations. The Company’s corporate governance practices are not compliant with the Council’s best practice recommendations. Detailed below is a summary of the Company’s Corporate Governance practices. The Board believes they are appropriate given the size and operations envisaged in the coming year. |
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| ASX Guidelines | Summary of Spencer Resources' Position |
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PRINCIPLE ONE Lay solid foundations for management and oversight |
The Company has three directors. One is independent and serves in non-executive capacity and to carry out limited executive duties. The Chairman directs and monitors consultants involved with exploration and related activities of the Company with any significant decisions being made by the full Board. The other executive position relates to our Director who is also the CFO. There are no other employees of the Company at this time. The Board believes current management and oversight is appropriate given the size and operations envisaged in the coming year. |
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PRINCIPLE TWO Structure Board to Add Value |
A director is independent and serves as a non-executive. A nominations committee comprising the full Board and a performance evaluation process have been established. The Chairman's executive duties will be reviewed at least twice yearly. |
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PRINCIPLE THREE Promote Ethical and Responsible Decision Making |
The Company has adopted a code of conduct for Directors and senior executives regulating the duties of directors and their dealings with the Company (and Shares) both internally and externally. |
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PRINCIPLE FOUR Safeguard Integrity in Financial Reporting |
The Company has adopted an Audit Committee Charter and Risk Management Charter. The Non-executive Directors acts as the Audit Committee. |
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PRINCIPLE FIVE Make Timely and Balanced Disclosure |
The Company has defined, under its ASX Disclosure strategy, an internal protocol for the reporting of material information to Shareholders and ASX. The Company Secretary will act as disclosure officer for ASX purposes. |
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PRINCIPLE SIX Respect the Rights of Shareholders |
The Company is committed to Shareholder communication and providing equal and timely access to material information regarding the operations and results. The Company expects to make regular ASX announcements and make these available on its website. |
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PRINCIPLE SEVEN Recognise and Manage Risk |
The Board under the Audit Committee Charter and Risk Management strategy has responsibility for overseeing the Company risk management and internal control framework and implementation of the processes to undertake and assess risk management and internal control compliance. |
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PRINCIPLE EIGHT Remunerate Fairly and Responsibly |
A Remuneration and Nomination Committee is constituted by the Board and has been established to make recommendations regarding all aspects of executive and non-executive director nominations and management remuneration packages. |
| Director’s Share Trading Policy | The Company securities trading policy covers Directors, executive and employees and prohibits trading whilst such a person is in possession of unpublished price sensitive information. There are closed periods when none of the Directors, executives and employees can trade. Additionally, no short term or speculative trading is allowed. Permission to trade (when there is no possession of unpublished price sensitive information) by a Company delegate, and notification requirements to the Company, applies to all levels of trading. |
Current Share Value
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