Page 75 - Sundance Resources Ltd Annual Report 2013

SUNDANCE RESOURCES LIMITED ANNUAL REPORT 2013 73
corporate government
statement (continued)
FOR THE YEAR ENDED 30 JUNE 2013
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS (continued)
NOMINATION & REMUNERATION COMMITTEE
The Board has established a Nomination & Remuneration Committee, with a Charter that sets out its roles,
responsibilities, composition, structure and membership requirements. A copy of the Charter is on the
Company’s website.
The Nomination & Remuneration Committee currently has three members, being:
Mr Barry Eldridge (Chairman of the Nominat ion & Remuneration Committee);
Ms Fiona Harris; and
Mr Andrew (Robin) Marshall.
All Committee members including the Chairman are independent non-executive directors.
The Chairman and Nomination and Remuneration Committee will ensure that membership of the Board is reviewed
on an ongoing basis and determine if additional skills or experience are required to be added to the Board in light of
the nature of the Company’s businesses and its objectives.
PROJECT OVERSIGHT COMMITTEE
The Board has established a Project Oversight Committee, with a Charter that sets out its roles, responsibilities,
composition, structure and membership requirements. A copy of the Charter is on the Company’s website.
The Nomination & Remuneration Committee currently has three members, being:
Mr Andrew (Robin) Marshall (Chairman of the Project Oversight Committee);
Mr Giulio Casello; and
Mr Barry Eldridge.
The Project Oversight Committee consists of two independent non-executive directors and the Managing Director,
Mr Giulio Casello. The Chairman, Mr Andrew (Robin) Marshall, is an independent non-executive director.
Board Performance Assessment
The Board has undertaken a process of self-assessment of its collective performance, and the performance of
its committees utilising questionnaires.
Independent Advice
The Directors, the Board and the Board Committees may seek external professional advice, as considered
necessary, at the Company’s expense, with the consent of the Chairman and assistance of the Company
Secretary. If appropriate, any advice so received will be made available to all Directors.
PRINCIPLE 3: PROMOTION OF ETHICAL AND RESPONSIBLE DECISION-MAKING
Code of Conduct
The Company has adopted a Vision and Values and established a number of key Policies, including a formalised
Code of Conduct and Anti-Corruption Policy, copies of which are available on the Company’s website.
Directors, officers, employees and consultants to the Company are required to observe high standards of behaviour
and business ethics in conducting business on behalf of the Company and they are required to maintain a reputation
of integrity on the part of both the Company and themselves. The Company does not contract with or otherwise
engage any person or party where it considers integrity may be compromised. The Company’s Values are an integral
part of all employees’ ongoing performance management.
All directors, executives and staff of the Company and of all controlled entities are required to abide by the legal
requirements and high standards of ethical conduct as recognised in each relevant jurisdiction in which the
Group operates.
Conflicts of Interest
Directors are required to disclose to the Board at each board meeting, actual or potential conflicts of interest that
may or might reasonably be thought to exist between the interests of the Director or the interests of any other party in
so far as it affects the activities of the Company and to act in accordance with the Corporations Act if conflict cannot
be removed or if it persists. That involves taking no part in the decision making process or discussions where that
conflict does arise.