Axiom 2014 Annual Report - page 29

2014 Annual Report
Corporate Governance
The Board of Directors of Axiom Mining Limited (“the
Company”) is responsible for the corporate governance
of the group. The Board guides and monitors the
business and affairs of the Company on behalf of
shareholders by whom it is elected and to whom it
is accountable. Accordingly, the Board has adopted
a Corporate Governance Charter, guided by the ASX
Corporate Governance Council’s Revised Corporate
Governance Principle and Recommendations.
In accordance with the Council’s recommendations, this
section contains specific information, and reports on
the Company’s adoption of the Council’s best practice
recommendations on an exception basis. Disclosure
is made of any recommendations that have not been
adopted by the Company, together with the reasons why
they have not been adopted. The Company’s corporate
governance principles and policies are therefore
structured as follows:
Principle 1 Lay solid foundations for
management oversight
Principle 2 Structure the Board to add value
Principle 3 Promote ethical and responsible
decision making
Principle 4 Safeguard integrity in financial reporting
Principle 5 Make timely and balanced disclosure
Principle 6 Respect the rights of shareholders
Principle 7 Recognise and manage risk
Principle 8 Encourage enhanced performance
Principle 9 Remunerate fairly and responsibly
Principle 10 Recognise the legitimate interests
of shareholders
The corporate governance practices of the Company
are compliant with the Council’s best practice
recommendations to the extent that they are relevant
to the Company’s business activities and the stage of
its development as a listed exploration and mining
company. The Board will consider on an ongoing basis its
corporate governance procedures and whether they are
sufficient given the Company’s operations and size.
The Board and its responsibilities
The Board is of a size that is satisfactory for its
current stage of development and it schedules formal
quarterly board meetings and other meetings as
and when required having regard to the relevant
business activities.
For the purposes of the proper performance of their
duties, Directors are entitled to seek independent
professional advice at the Company’s expense subject to
having first advised the Chairman of the necessity to do
so. The Directors stand for re-election by shareholders
in accordance with the requirements of the Articles of
Association on a three-year rotational basis.
Given the size and scope of the Company’s operations,
the Board considers that it is appropriately structured
to discharge its duties in a manner that is in the best
interests of the Company and its shareholders from
both a long-term strategic and day to day operations
perspective, and to achieve the objectives of the
Company. Furthermore, mechanisms are in place to
ensure the integrity of the financial accounts. The Board
will continue to monitor the effectiveness of its structure
and will make any changes that are deemed desirable
as the Company continues to grow.
The Board notes that Mr Williams is not a current or
past executive of the Company, is not a substantial
shareholder and is therefore considered to be
independent. With regard to the Company’s need
to engage legal services to protect its Prospecting
Licence in the Solomon Islands, the Company did until
July 2013 retain Kemp Strang Lawyers in Sydney. Mr
Williams was a partner at Kemp Strang Lawyers until
31 December 2012 and is now a consultant to the firm.
He did not, personally supervise or undertake the legal
work associated with this litigation. The remaining
Board members do not consider that Mr Williams’
independence is affected by virtue of these matters.
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.
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.
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