Axiom 2014 Annual Report - page 30

Axiom Mining Limited
Corporate Governance
The Board, acting in this role, has the primary
responsibility to:
1. oversee the existence and maintenance of internal
controls and accounting systems;
2. oversee the management of risk within the
3. oversee the financial reporting process;
4. review the half year and full financial year Financial
Statements and recommend them for approval by
the Directors;
5. review the performance of the external auditors and
existing audit arrangements;
6. ensure compliance with laws, regulations and
other statutory or professional requirements and
the Company’s governance policies set out in the
Corporate Governance Charter;
7. recognise and respect the rights of shareholders
and its obligations to all legitimate stakeholders.
Review of Board performance
There is currently no formal process for performance
evaluation of the Board, individual Directors or Chief
Executive Officer. 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 2015 calendar year when the
resolution of the Solomon Islands litigation is clearer and
the timing of its mining operations more certain.
The Company has reviewed the recommendations on
diversity introduced by the ASX Corporate Governance
Council on 30 June 2010. 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.
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.
Continuous disclosure
The Company must comply with the continuous
disclosure requirements of the ASX Listing Rules and
Corporation Act, which requires it to disclose to the
ASX any information concerning the Company that
a reasonable person would expect to have a material
effect on the price or value of the Company’s securities
unless certain exemptions from the requirements
apply. To ensure it meets its continuous disclosure
obligations, the Board itself, through the Chief Executive
Officer, is responsible for determining and approving
all continuous disclosure matters.
Identification and management
of business risk
The Board is responsible for identifying, monitoring and
reducing the significant areas of potential business and
legal risk of the Company. The Board continually reviews
the risks associated with its exploration activities and
also reviews and monitors the parameters under which
such risks will be managed.
Ethical standards
The Board recognises the need for Directors and
employees to observe the highest standards of behaviour
and business ethics when engaging in corporate activity
especially in developing jurisdictions.
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