Page 33 - Axiom Mining Limited 2012 Annual Report

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2012 Annual Report
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.
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 Company;
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 2013 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 new 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.