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Review of Board performance

There is currently no formal process for performance

evaluation of the Board, individual Directors or CEO. The

Board has considered this aspect of governance over

the past year and more recently, but considers that until

the commencement of its mining operations was more

imminent the matter would be deferred until the 2016

calendar year when the resolution of the Solomon Islands

litigation is clearer and the timing of its mining operations

more certain.

Nomination and remuneration committee

The full Board considers those matters that would

usually be the responsibility of a nomination committee.

The Board considers that no efficiencies or other

benefits would be gained by establishing a separate

nomination committee at this stage of the development

of the Company.

The Board will collectively consider the requirement from

time to time for new Directors, always mindful that any

appointment should ensure there is a complementary

mix of necessary skills. In addition, the Board will

ensure that the candidacy of any new Director will be

measured against a criteria for necessary and desirable

competencies and appropriate validation checks will be

made before such an appointment.

Principle 3: Act ethically and responsibly

A listed entity should act ethically and responsibly.

The Company supports and has adopted the Code of

Conduct published by The Australian Institute of Company

Directors in 2005. This code recognises the need for

Directors and employees to observe the highest standards

of behaviour and business ethics and its commitment to

ensuring compliance with the insider trading laws.


The Company has reviewed the recommendations on

diversity introduced by the ASX Corporate Governance

Council. As far as practical, given the current size, scope

and requirements of the Company’s operations in the

locations in which it operates, the Company is committed

to putting these recommendations into practice. Given the

multinational scope of its operations, the Company will

consider not only gender, but also ethnicity and cultural

background in reporting its diversity performance.

As the Company has a relatively small workforce with

many requiring specific skills that may not be widely

available, the Company has not deemed it appropriate

to set specific numeric targets as these could be

inappropriately skewed by the small sample size.

Axiom Mining currently has participation from a diverse

workforce, with gender diversity being in advance of

industry averages for its sector.

Securities trading disclosure

The purpose of the Company’s securities dealing policy is

to create awareness of the legal prohibition on dealing in

securities of the Company. The policy also aims to ensure

that the Company’s reputation and those of its employees

and Directors is not adversely impacted by perceptions

of dealing in the Company’s securities at inappropriate

times. It is the duty of each person to seek to avoid any

such dealing at a time when persons are prohibited from

dealing in the Company’s securities and in any event each

person is required to inform the Chairman before they

intend dealing in the Company’s securities and secure

his consent to do so, unless it is proposed to do so in a

period when it is otherwise permitted and the market is

fully informed. A copy of the Trading Policy was released

to the ASX on 24 December 2010 and is also available on

the Company’s website.

Principle 4: Safeguard integrity

in corporate reporting

A listed entity should have formal and rigorous processes

that independently verify and safeguard the integrity of

its corporate reporting.

Audit, risk and compliance committee

The composition of the Board is not suitable for the

formation of separate sub-committees and these

responsibilities are undertaken by the whole Board. The

Company has developed an audit review process whereby

Directors meet with the external auditor bi-annually and

with management responsible for the finance functions

of the Company as required to ensure the highest

possible degree of the integrity of the Company’s financial

operations to prepare the relevant Financial Statements

for the Company.

The Board, acting in this role, has the primary

responsibility to:

oversee the existence and maintenance of internal

controls and accounting systems

oversee the management of risk within the Company

oversee the financial reporting process

review the half year and full financial year Financial

Statements and recommend them for approval by

the Directors

review the performance of the external auditors

and existing audit arrangements

ensure compliance with laws, regulations and

other statutory or professional requirements and

the Company’s governance policies set out in the

Corporate Governance Charter

recognise and respect the rights of shareholders

and its obligations to all legitimate stakeholders.

Corporate Governance