Page 32 - Axiom Mining Limited 2012 Annual Report

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Corporate Governance
Axiom Mining Limited
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
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 which 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 as are deemed desirable as
the Company continues to grow.
The Board notes that neither Mr Williams nor Mr Stuart
are current or past executives of the Company, are not
substantial shareholders and are therefore considered to
be independent. Having regard to the Company’s need to
engage legal services to protect its Prospecting Licence
in the Solomon Islands the Company has retained Kemp
Strang Lawyers in Sydney in which Mr Williams was a
partner until 31 December 2012 and is now a consultant
to the firm. He has not and does 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.