Corporate Governance Statement » Synergy Metals Limited » Corporate Governance

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Corporate Governance Statement

The Board of Directors of Synergy Metals Limited is responsible for the corporate governance of the Group. The Board guides and monitors the business and affairs of Synergy Metals Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

This table summarises the Company’s compliance with the ASX Corporate Governance Council’s Revised Principles and Recommendations.

Principles and Recommendations Compliance Comply
Principle 1 – Lay solid foundations for management and oversight
1.1 Establish the functions reserved to the Board of directors (Board) of Synergy Metals Limited (Company) and those delegated to manage and disclose those functions The Board is responsible for the overall corporate governance of the Company.
The Board has adopted a Board charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management.
On appointment of a Director, the Company issues a letter of appointment setting out the terms and conditions of appointment to the Board.		 Complies
1.2 Disclose the process for evaluating the performance of senior executives The Board does not employ full time executives to the Company but uses the services of consultants. Consultants are provided with instructions to carry out their designated functions and report to the Board.
There is no review of the consultants performance or review of the Board’s performance.		 Does not comply.
A board restructure in November 2009 resulted in a review of responsibilities for each Board member.
1.3 Provide the information indicated in Guide to reporting on Principle 1 A summary of the Board’s functions and responsibilities has been disclosed on the Company’s website and is summarised in this Corporate Governance Statement. Complies
Principle 2 – Structure the Board to add value
2.1 A majority of the Board should be independent directors The majority of the Board’s directors are not independent as a majority of the Board are substantial shareholders of the Company.
Capt Shaw Pao Sze is an independent non-executive director.
Mr Freddie Heng and Mr Poh Kiat are non- executive directors, but not independent due to the size of their shareholding in the Company.		 Does not comply however the skills and experience of both the independent & non-independent directors allow the Board to act in the best interests of shareholders.
2.2 The chair should be an independent director Mr Poh Kiat is a non-independent non-executive director of the Board. Does not comply.
2.3 The roles of chair and chief executive officer should not be exercised by the same individual Mr Poh Kiat is the chairman. The Board takes on the day to day function of a chief executive officer. Does not comply as the company has not appointed a chief executive officer. The company will consider this position once it has secured future viability of its exploration assets.
2.4 The Board should establish a nomination committee Given the size of the Board, it was determined that the Board will execute the functions of a nomination committee and that a separate nomination committee is unnecessary. Does not comply for reasons given under 2.6 below.
2.5 Disclose the process for evaluating the performance of the Board, its committees and individual directors. The Company did not conduct a performance evaluation of the Board,and has not adopted a performance evaluation policy. Does not comply. Refer 1.2 above.
2.6 Provide the information indicated in the Guide to reporting on Principle 2 This information has been disclosed (where applicable) in the Directors’ Report attached to this Corporate Governance Statement.
Mr Poh Kiat is a non-independent non-executive director of the Board.
Members of the Board are able to take independent professional advice at the expense of the Company.
The Board carries out the functions of a nomination committee.
In accordance with the information suggested in Guide to Reporting on Principle 2, the Company has disclosed full details of its Directors in the Director’s Report attached to this Corporate Governance Statement. Other disclosure material as suggested in Guide to Reporting on Principle 2 has been made available on the Company’s website. 		Does not comply.
Given the size of the Board, the Directors determined that it will execute the functions of a nomination committee and that a separate nomination committee is unnecessary. In addition, the Board does not consist of a majority of independent directors however the skills and experience of both the independent and non-independent directors allows the Board to act in the best interests of shareholders.
Principle 3 – Promote ethical and responsible decision making
3.1 Establish a code of conduct and disclose the code or a summary of the code The Board has adopted a code of conduct that is contained within the Board charter. The code establishes a clear set of values that emphasise a culture encompassing strong corporate governance, sound business practices and good ethical conduct.
The code of conduct is encompassed within the Board Charter and is available on the Company’s website.		 Complies.
3.2 Establish a policy concerning trading in Company securities by directors, senior executives and employees and disclose the policy or a summary of that policy The Company has adopted a securities trading policy that applies to trading in shares in the Company by any director or employee of the Company.
This policy is available on the Company’s website.		 Complies.
3.3 Provide the information indicated in Guide to Reporting on Principle 3 The code of conduct and securities trading policy are available on the Company’s website. The securities trading policy is summarised in this Corporate Governance Statement. Complies.
Principle 4 – Safeguard integrity in financial reporting
4.1 The Board should establish an audit committee An audit committee has not been established by the Board. Does not comply.
Given the size of the Board, the Directors determined that it will execute the functions of an audit committee and that a separate audit committee is unnecessary.
4.2 The audit committee should be structured so that it consists of only non-executive directors, a majority of independent directors, is chaired by an independent chair who is not chair of the Board and have at least 3 members An audit committee has not been established by the Board Does not comply, for reasons given in 4.1 above.
4.3 The audit committee should have a formal charter An audit committee has not been established by the Board.
The functions of an audit committee are reserved for the Board and operate under the Board Charter.		 Does not comply, for reasons given in 4.1 above.
4.4 Provide the information indicated in Guide to reporting on Principle 4 The functions associated with safeguarding the integrity in financial reporting are carried out by the Board; is encompassed within the Board Charter and summarised in this Corporate Governance Statement. Does not comply, for reasons given in 4.1 above.
Principle 5 – Make timely and balanced disclosure
5.1 Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies The Company has adopted a continuous disclosure policy, to ensure that it complies with the continuous disclosure regime under the ASX Listing Rules and the Corporations Act 2001.
This policy is available on the Company’s website.		 Complies.
5.2 Provide the information indicated in the Guide to reporting on Principle 5 The Company’s continuous disclosure policy is available on the Company’s website. Complies
Principle 6 – Respect the rights of shareholders
6.1 Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy The Company has adopted a shareholder communications policy. The Company uses its website (http://synergymetals.com.au), annual report, market announcements and media disclosures to communicate with its shareholders, as well as encourage participation at general meetings.
This policy is available on the Company’s website.		 Complies
6.2 Provide the information indicated in the Guide to reporting on Principle 6 The Company’s shareholder communications policy is available on the Company’s website. Complies.
Principle 7 – Recognise and manage risk
7.1 Establish policies for the oversight and management of material business risks and disclose a summary of these policies The Company has not adopted a risk management statement. Does not comply. However ultimate responsibility for risk oversight and risk management rests with the Board and operates under the Board Charter.
7.2 The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks. The Company has identified key risks within the business. In the ordinary course of business, management monitor and manages these risks.
Key operational and financial risks are presented to and reviewed by the Board at each Board meeting.		 Complies
7.3 The Board should disclose whether it has received assurance from the chief executive officer and chief financial officer that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks. The Board as a whole has made a declaration under section 295A of the Corporations Act 2001 that the financial accounting system is founded on a sound system of risk management and internal control and that the system is operating efficiently and effectively in all material respects in relation to the financial reporting risks. Complies
7.4 Provide the information indicated in Guide to reporting on Principle 7. The Board has not adopted an audit and risk charter, however the Board has identified key risks within the business. Complies
Principle 8 – Remunerate fairly and responsibly
8.1 The Board should establish a remuneration committee The Board has not established a remuneration committee and has not adopted a remuneration charter. Does not comply.
Given the size of the Board, the Directors have determined that it will execute the functions of a remuneration committee and that a separate remuneration committee is unnecessary.
8.2 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. The Company complies with the guidelines for executive remuneration packages and non-executive director remuneration. Complies.
8.3 Provide the information indicated in the Guide to reporting on Principle 8 The Board has not adopted a remuneration committee charter.
The Company does not have any schemes for retirement benefits other
than superannuation for non-executive directors.		 Does not comply.
Given the size of the Board, the Board has determined that it will execute the functions of a remuneration committee and that a separate remuneration committee is unnecessary. With respect to this compliance issue, the Board will review its position annually.