Page 73 - Sundance Resources Ltd Annual Report 2013

SUNDANCE RESOURCES LIMITED ANNUAL REPORT 2013 71
corporate governance statement
FOR THE YEAR ENDED 30 JUNE 2013
CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS
The Company’s practices are consistent with the Australian Securities Exchange (‘ASX’) Corporate Governance
Council Principles.
The following section addresses the Company’s practices in complying with the ASX Corporate Governance
Council Guidelines.
PRINCIPLE 1: LAYING SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Role of the Board
The Board’s role is to represent the shareholders. It is accountable to them for creating and delivering value through
the effective governance of the business. This role requires a high-performing Board, with all Directors contributing
to the Board’s collective decision-making processes.
The Board exists to lead and oversee the management and direction of the Company. The Board operates in
accordance with the broad principles set out in its Charter, a copy of which is on the Company’s website.
The Charter details the board’s composition and functions.
The Board is responsible for:
OVERSEEING
Strategy – defining and setting the
business objectives and monitoring
performance and achievement of
those objectives;
Leadership selection – as appropriate
appointing or removing the Chief
Executive Officer, evaluating the
performance of the Chief Executive
Officer, and approving other key
executive appointments; and
Succession and remuneration
planning – planning for Board, CEO
and executive succession and
remuneration, and setting Non-
executive Director remuneration
within shareholder approved limits.
GOVERNANCE
Corporate governance – reviewing
and monitoring the Company’s
corporate governance policies
and practices;
Board performance and composition
– evaluating the performance of the
Board and determining its size and
composition; and
Social responsibility – considering
the social, ethical and environmental
impact of activities and operations
and monitoring compliance with
the Company’s social responsibility
policies.
RISK AND REPORTING
Financial performance – monitoring
and approving financial performance
and budgets;
Financial reporting – considering and
approving half-yearly and annual
financial statements, and monitoring
and reviewing management
processes aimed at ensuring the
integrity of financial and
other reporting;
Risk management – oversight of
the effectiveness of risk
management; and
External auditor – selecting and
recommending to shareholders the
appointment of the external auditor.
Matters reserved for the Board have been agreed by way of a Board Approved Delegation of Authority.
Letters of appointment are provided to all directors which address the roles and responsibilities of individual directors.
Performance evaluation of Senior Executives
The importance of a clear relationship between management performance and remuneration is reflected in our
approach to evaluating management performance.
The following process for senior management performance evaluation was undertaken, to the satisfaction of the
Board, during the reporting period:
• the performance evaluation of the Managing Director and Chief Executive Officer was undertaken by
the Chairman, in consultation with the Nomination and Remuneration Committee; and
• the performance evaluation of other Senior Executives was undertaken by the Managing Director and
Chief Executive Officer, with the Remuneration Committee’s oversight of their objectives and performance
assessments.