CORPORATE GOVERNANCE

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 compliant with the Council’s best practice recommendations. Detailed below is a summary of the Company’s Corporate Governance practices.

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Corporate Goverance Plan

 

ASX Guidelines Summary of Spencer Resources' Position
PRINCIPLE ONE
Lay solid foundations for management and oversight
The Company has three non-executive directors (including the Chairman). As a whole, the Board consists of experienced public directors.
PRINCIPLE TWO
Structure Board to Add Value
A majority of non-executive Directors in place with an independent Chairman. A nomination committee and a performance evaluation process have been established.
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.
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.
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.
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.
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.
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.