Corporate Governance

Corporate Governance Statement

The Directors are responsible for the Corporate Governance practices of the Company. These practices are being progressively developed, having regard to the most suitable and effective procedures applicable to the Company.

The main Corporate Governance practices in operation by the Company are:-

The Board of Directors

  • The Board’s Charter is that it should be comprised of at least three Directors;
  • be made up of a majority of independent and/or Non-Executive Directors;
  • be comprised of Directors with a broad range of skills, qualifications and experience appropriate to the Company’s operations;
  • meet on a regular basis; and
  • maintain constant on-going communication of activities between Directors so that all Directors are fully informed of the Company’s business and so as to be possessed of all the necessary information required to make decisions by Resolutions of the Board.

Duties and Responsibilities of Directors

At the date on which this Report of the Directors is made out, the Board consisted of four Directors, the Chairman became an Executive Director on 19th July 2013 plus three Non-Executive Directors. Details of the Directors are set out at the commencement of this Directors’ Report.

The primary responsibilities of the Board include:

  • the approval of the Company’s periodic Financial Statements;
  • establishment of long term goals of the Company and strategic plans to achieve those goals;
  • the review and adoption of annual budgets for the financial performance of the Company, monitoring the results on a regular basis;
  • ensuring that the Company abides by ASX listing rule disclosure requirements;
  • ensuring that all management, employees and consultants abide by a high standard code of conduct befitting a listed corporation;
  • ensuring that the Company abides strictly by Environmental Regulations affecting its operations in the minerals exploration and development industry; and
  • ensuring that the Company has implemented adequate systems of internal controls together with appropriate monitoring of compliance activities.
  • through the chair, ensuring the company secretary is accountable directly to the Board, on all matters concerning the proper functioning of the Board.

Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the entire year ended 30 June 2017.

Board Composition

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the Annual Report and their term of office are detailed in the Directors’ Report.

The names of non-executive and / or independent Directors of the Company at the date of this report are:

  • Roger Mitchell — Non-Executive
  • Paul Buttigieg — Non-Executive
  • Angus Middleton — Independent Non-Executive

Mr Peter Buttigieg continues as Executive Chairman. He has led the Company effectively and been the Company’s strongest financial supporter since his appointment as a Director.

When determining whether a Non-Executive Director is independent the Director must not fail any of the following materiality thresholds:

  • less than 5% of Company’s Shares are held by the Director and any entity or individual directly or indirectly associated with the Director; and
  • none of the Director’s income or the income of an individual or entity directly or indirectly associated with the Director is derived from a contract with any Member of the Company other than income derived as a Director of the Company.

All Directors have the right to seek reasonable independent professional advice in the furtherance of their duties as Directors at the Company’s expense.

Securities Trading Policy

The Company’s policy regarding Directors and employees trading in its securities is set by the Board. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the Company’s share price.

Gender Diversity Policy

Aphrodite agrees with the Corporate Governance Principles and Recommendations regarding gender diversity, notwithstanding the difficulty of achieving diversity in a small company struggling to deliver value for shareholders. It is much easier to achieve reasonable diversity equality in a major Australian resources company. Aphrodite currently has 4 Directors. All Directors are currently males, as is the Company Secretary.

At present, the Company is supported by 2 part time female staff; being an accounts assistant and exploration assistant.

The Company will continue to manage the principle of gender equality in the best interests of the Company’s shareholders and other stakeholders.

Communication with Shareholders

The Company’s policy is to keep Shareholders well informed of operational activities and financial matters via ASX announcements, media releases, direct letter and email advices and its web site. The Company also actively encourages communication from Shareholders.

Audit and Risk Management

The Audit and Risk Management Committee is responsible for the Company’s system of internal controls to effectively manage material business risks and any oversights. The Audit and Risk Management Committee constantly monitor’s the operational and financial aspects of the Company’s activities and considers the recommendations and advice of the Auditor and other external advisers on the operational and financial risks that face the Company. The members of the Audit and Risk Management Committee are Chair, Mr Angus Middleton, Independent Non-Executive Director, Mr Peter Buttigieg, Executive Chairman and Acting CEO and Mr Paul Buttigieg, Non-Executive Director.

The Board and Committee ensures that recommendations made by the Auditor and other external advisers are investigated and, where considered necessary, appropriate action is taken to ensure that the Company has an appropriate internal control environment in place to manage the risks identified.

The Board is satisfied from the annual declaration of the CEO and Chief Financial Officer, who have signed off in that regard, that all material business risks and financial reporting risks for the period have been managed effectively and that in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position of the company.

Code of Conduct

As part of the Board’s commitment to the highest standards of conduct, the Company has adopted a Code of Conduct to guide executives, management and employees in carrying out their duties and responsibilities. The Code of Conduct covers such matters as:

  • responsibilities to Shareholders;
  • relations with customers and suppliers;
  • compliance with environmental regulations;
  • employment practices; and
  • responsibilities to the community.

Performance Evaluation

A performance evaluation of the Board and all Board members was conducted by the Board for the period ended 30 June 2017. The Chairman also speaks to each Director individually regarding their role as a Director.

Remuneration Policies

The remuneration policy, which sets the terms and conditions for Key Management Personnel, was developed by the Board after seeking professional advice from independent consultants. The objective is to reward executives adequately so as to attract highly capable personnel who will develop the Company’s activities to the maximum benefit of Shareholders.

The Company aims to remunerate Non-Executive Directors in a similar manner to industry norms for remuneration of non-executive directors generally.

Remuneration Committee and Nomination Committee

The Company does not have either a Remuneration Committee or Nomination Committee as recommended by the ASX Corporate Governance Council. Given that the Company has only four Directors, it is considered that there are no efficiencies to be gained by having these separate Committees, so these roles are undertaken by the Board.

Other Information

Further information relating to the Company’s corporate governance practices and policies has been made publicly available on the Company’s web site at www.aphroditegold.com.au

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