DESERT METALS LIMITED
ACN 617 947 172
(Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 9 November 2020 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.
Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.
The Company's Corporate Governance Plan is available on the Company's website at https://www.desertmetals.com.au/site/about- us/corporate-governance.
RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION | |||||||
Principle 1: Lay solid foundations for management and oversight | |||||||||
Recommendation 1.1 | The Company has adopted a Board Charter that sets out the | ||||||||
YES | specific roles and responsibilities of the Board, the Chair and | ||||||||
management and includes a description of those matters | |||||||||
expressly reserved to the Board and those delegated to | |||||||||
management. | |||||||||
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RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION | |||||||||||||||
(a) | A listed entity should have and disclose a board | The Board Charter sets out the specific responsibilities of the Board, | |||||||||||||||
charter which sets out the respective roles and | requirements as to the Board's composition, the roles and | ||||||||||||||||
responsibilities of the Board, the Chair and | responsibilities of the Chairman and Company Secretary, the | ||||||||||||||||
management, and includes a description of those | establishment, operation and management of Board | ||||||||||||||||
matters expressly reserved to the Board and those | Committees, Directors' access to Company records and | ||||||||||||||||
delegated to management. | information, details of the Board's relationship with management, | ||||||||||||||||
details of the Board's performance review and details of the | |||||||||||||||||
Board's disclosure policy. | |||||||||||||||||
A copy of the Company's Board Charter, which is part of the | |||||||||||||||||
Company's Corporate Governance Plan, is available on the | |||||||||||||||||
Company's website. | |||||||||||||||||
Recommendation 1.2 | (a) | The Company has guidelines for the appointment and | |||||||||||||||
A listed entity should: | YES | selection of the Board and senior executives in its | |||||||||||||||
Corporate Governance Plan. The Company's Nomination | |||||||||||||||||
(a) | undertake appropriate checks before appointing | ||||||||||||||||
Committee | Charter | (in | the | Company's | Corporate | ||||||||||||
a director or senior executive or putting someone | |||||||||||||||||
Governance Plan) requires the Nomination Committee (or, | |||||||||||||||||
forward for election as a Director; and | |||||||||||||||||
in its absence, the Board) to ensure appropriate checks | |||||||||||||||||
(a) | provide security holders with all material | ||||||||||||||||
(including checks in | respect of | character, experience, | |||||||||||||||
information in its possession relevant to a decision | |||||||||||||||||
education, | criminal | record | and | bankruptcy | history (as | ||||||||||||
on whether or not to elect or re-elect a Director. | |||||||||||||||||
appropriate)) are undertaken before appointing a person, | |||||||||||||||||
or putting forward to security holders a candidate for | |||||||||||||||||
election, as a Director. In the event of an unsatisfactory | |||||||||||||||||
check, a Director is required to submit their resignation. | |||||||||||||||||
(b) | Under the Nomination Committee Charter, all material | ||||||||||||||||
information relevant to a decision on whether or not to | |||||||||||||||||
elect or re-elect a Director must be provided to security | |||||||||||||||||
holders in the Notice of Meeting containing the resolution | |||||||||||||||||
to elect or re-elect a Director. | |||||||||||||||||
Recommendation 1.3 | The Company's Nomination Committee Charter requires the | ||||||||||||||||
A listed entity should have a written agreement with each | YES | Nomination Committee (or, in its absence, the Board) to ensure | |||||||||||||||
that each Director and senior executive is personally a party to a | |||||||||||||||||
Director and senior executive setting out the terms of their | |||||||||||||||||
written agreement with the Company which sets out the terms of | |||||||||||||||||
appointment. | |||||||||||||||||
that Director's or senior executive's appointment. | |||||||||||||||||
The Company has written agreements with each of its Directors | |||||||||||||||||
and senior executives setting out the terms of their appointment. | |||||||||||||||||
RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION | |||||||||||||||||
The Company also has written agreements with each consultant | |||||||||||||||||||
engaged by the Company and the nominated person to whom | |||||||||||||||||||
responsibilities of the consultant and the nominated person are | |||||||||||||||||||
delegated. | |||||||||||||||||||
Recommendation 1.4 | The Board Charter outlines the roles, responsibility and | ||||||||||||||||||
The Company Secretary of a | listed entity | should be | YES | accountability of the Company Secretary. In accordance with | |||||||||||||||
this, the Company Secretary is accountable directly to the Board, | |||||||||||||||||||
accountable directly to the Board, through the Chair, on all | |||||||||||||||||||
through the Chair, on all matters to do with the proper functioning | |||||||||||||||||||
matters to do with the proper functioning of the Board. | |||||||||||||||||||
of the Board. | |||||||||||||||||||
Recommendation 1.5 | (a) | The Company has adopted a Diversity Policy which | |||||||||||||||||
A listed entity should: | PARTIALLY | provides a framework for the Company to establish, | |||||||||||||||||
achieve and measure diversity objectives, including in | |||||||||||||||||||
(a) | have and disclose a diversity policy; | ||||||||||||||||||
respect of gender diversity. The Diversity Policy is available, | |||||||||||||||||||
(b) | through its board or a committee of the board set | ||||||||||||||||||
as | part of the Corporate Governance Plan, on the | ||||||||||||||||||
measurable | objectives | for | achieving | gender | |||||||||||||||
Company's website. | |||||||||||||||||||
diversity | in | the composition | of its board, senior | ||||||||||||||||
(b) | The Diversity Policy allows the Board to set measurable | ||||||||||||||||||
executives and workforce generally; and | |||||||||||||||||||
gender diversity objectives ,if considered appropriate, and | |||||||||||||||||||
(c) | disclose in relation to each reporting period: | ||||||||||||||||||
to continually monitor both the objectives if any have | |||||||||||||||||||
(i) | the | measurable | objectives set | for that | |||||||||||||||
been set and the Company's progress in achieving them. | |||||||||||||||||||
period to achieve gender diversity; | (c) | The Board does not presently intend to set measurable | |||||||||||||||||
(ii) | the | entity's progress | towards | achieving | |||||||||||||||
gender diversity objectives because: | |||||||||||||||||||
those objectives; and | (i) | the Board does not anticipate there will be a need | |||||||||||||||||
(iii) | either: | ||||||||||||||||||
to appoint any new Directors or senior executives | |||||||||||||||||||
(A) | the respective proportions of men | due to the limited nature of the Company's existing | |||||||||||||||||
and women on the Board, in | and proposed activities and the Board's view that | ||||||||||||||||||
senior executive positions and | the existing Directors and senior executives have | ||||||||||||||||||
across | the | whole | workforce | sufficient skill and experience to carry out the | |||||||||||||||
(including how the entity has | Company's plans; | ||||||||||||||||||
defined | "senior executive" for | ||||||||||||||||||
these purposes); or | |||||||||||||||||||
RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
- if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in the Workplace Gender Equality Act.
If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of itsdirectors of each gender within a specified period.
- if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determined whether, given the small size of the Company and the Board, requIring specified objectectives to be met will unduly limit the Company from applying the Diversity Policy as a whole and the Company's policy of appointing the best person for the job; and
- the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes) for each financial year will be disclosed in the Company's Annual Report.
Recommendation 1.6 | (a) | The Company's Nomination Committee (or, in its absence, | |||||||||||
A listed entity should: | YES | the Board) is responsible for evaluating the performance of | |||||||||||
the Board, its committees and individual Directors on an | |||||||||||||
(a) | have and | disclose a process | for periodically | ||||||||||
annual basis. It may do so with the aid of an independent | |||||||||||||
evaluating | the performance of | the Board, | its | ||||||||||
advisor. The process for this is set out in the Company's | |||||||||||||
committees and individual Directors; and | |||||||||||||
Corporate Governance Plan, which is available on the | |||||||||||||
(b) | disclose for | each reporting period whether | a | ||||||||||
Company's website. | |||||||||||||
performance evaluation has been undertaken in | |||||||||||||
(b) | The Company's Corporate Governance Plan requires the | ||||||||||||
accordance with that process during or in respect | |||||||||||||
Company to disclose whether or not performance | |||||||||||||
of that period. | |||||||||||||
evaluations were conducted during the relevant reporting | |||||||||||||
period. The Company intends to complete performance | |||||||||||||
evaluations in respect of the Board, its committees (if any) | |||||||||||||
and individual Directors for each financial year in | |||||||||||||
accordance with the above process. | |||||||||||||
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WISR Limited published this content on 16 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2020 07:42:01 UTC