The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its Corporate Governance structures to promote integrity and responsible decision-making.
The following policies and procedures have been implemented and are available below:
The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.
To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).
In light of the Company’s size and nature, the Board considers that, at Completion the board will be a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.
The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website www.fijikava.com.
The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:
• maintain and increase Shareholder value;
• ensure a prudential and ethical basis for the Company’s conduct and activities; and
• ensure compliance with the Company’s legal and regulatory objectives.
Consistent with these goals, the Board assumes the following responsibilities:
• leading and setting the strategic direction and objectives of the Company;
• appointing the Chairman of the Board, Managing Director or Chief Executive Officer and approving the appointment of Executives and the Company Secretary and the determination of their terms and conditions including remuneration and termination;
• overseeing the Executive’s implementation of the Company’s strategic objectives and performance generally;
• approving operating budgets, major capital expenditure and significant acquisitions and divestitures;
• overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit (satisfying itself financial
statements released to the market fairly and accurately reflect the Company’s financial position and performance);
• overseeing the Company’s procedures and processes for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
• reviewing, ratifying and monitoring the effectiveness of the Company’s risk management framework, corporate governance policies and systems designed to ensure legal compliance; and
• approving the Company’s remuneration framework.
The Company is committed to the circulation of relevant materials to directors in a timely manner to facilitate directors’ participation in the Board discussions on a fully-informed basis.
Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto:
a. membership of the Board of directors will be reviewed regularly to ensure the mix of skills and expertise is appropriate; and
b. the composition of the Board has been structured so as to provide the Company with an adequate mix of directors with industry knowledge, technical, commercial and financial skills together with integrity and judgment considered necessary to represent shareholders and fulfil the business objectives of the Company.
On completion of the Acquisition, the Board will consist of four directors (two of whom will be non-executive directors) of whom two are considered independent, being Dr Andrew Kelly and Jay Stephenson. The Board considers the proposed balance of skills and expertise is appropriate for the Company for its currently planned level of activity.
To assist the Board in evaluating the appropriateness of the Board’s mix of qualifications, experience and expertise, the Board will maintain a Board Skills Matrix.
The Board undertakes appropriate checks before appointing a person as a director or putting forward to Shareholders a candidate for election as a director.
The Board ensures that Shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a director.
The Company shall develop and implement a formal induction program for directors which allows new directors to participate fully and actively in Board decision-making at the earliest opportunity and enable new directors to gain an understanding of the Company’s policies and procedures.
The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.
Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the courseof their duties.
The remuneration of an executive director will be decided by the Board, without the affected executive director participating in that decision-making process.
The total maximum remuneration of directors is initially determined by the directors prior to the first annual general meeting of the Company and subsequent
variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable.
In addition, a director may be paid fees or other amounts as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director.
Directors are also entitled to be paid reasonable travelling, and other expenses incurred by them respectively in or about the performance of their duties as directors.
The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its directors, officers, employees and contractors. The policy generally provides that for directors, the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.
The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.
The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.
Under the ASX Listing Rules the Company will be required to provide a statement in its annual financial report or on its website disclosing the extent to which it has followed the Recommendations during each reporting period. Where the Company has not followed a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not following it.
The Company’s departures from the Recommendations will also be announced prior to admission to the Official List.
The above covers a summary of Fiji Kava Ltd’s Corporate Governance for more details please click on the link for our Full Corporate Governance Policy.
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