Page 37 - Sun Resources Annual Report 2013

STATEMENT OF CORPORATE
GOVERNANCE PRACTICES
A description of the Group’s main corporate governance
practices is set out below. All these practices, unless
otherwise stated, were in place for the entire year.
The Principles of the ASX Corporate Governance Council
are set out below:
Principle 1: Lay solid foundations for management and
oversight.
Principle 2: Structure the Board to add value.
Principle 3: Promote ethical and responsible decision
making.
Principle 4: Safeguard integrity in financial reporting.
Principle 5: Make timely and balanced disclosure.
Principle 6: Respect the rights of shareholders.
Principle 7: Recognise and manage risk.
Principle 8: Remunerate fairly and responsibly.
The Council has clarified the “if not, why not” approach
to compliance. Non-compliance with one or more of
the recommendations does not in itself indicate that the
Company’s corporate governance practices are deficient.
Investors and other market participants should consider
that explanation given by the Company as to why it has
chosen not to comply with a recommendation, and evaluate
the Company’s practices in light of that explanation and the
Company’s overall governance framework.
Principle 1:
Lay solid foundations for management
and oversight
On appointment, Non-Executive Directors receive formal
letters of appointment setting out the terms and conditions
of appointment. The formal letter of appointment covers
the matters referred to in the guidance and commentary
for Recommendation 1.1. Executive Directors are
employed pursuant to employment agreements.
To assist the Board carry out its functions, it has
developed a Code of Conduct to guide the Directors.
The relationship between the Board and senior
management is critical to the Group’s long-term success.
The Directors are responsible to the shareholders for
the performance of the Group in both the short and
longer term and seek to balance sometimes competing
objectives in the best interests of the Group as a whole.
Their focus is to enhance the interests of shareholders
and other key stakeholders and to ensure the Group is
properly managed.
The responsibilities of the Board include:
• Providing strategic guidance to the Group including
contributing to the development of and approving the
corporate strategy.
• Reviewing and approving business plans, the
annual budget and financial plans including available
resources and major capital expenditure initiatives.
• Overseeing and monitoring:
• Organisational performance and the achievement
of the Group’s strategic goals and objectives.
• Compliance with the Company’s Codes of Conduct.
• Progress of major capital expenditures and
other significant corporate projects including any
acquisitions or divestments.
• Monitoring financial performance including approval of
the annual and half-year financial reports and liaison
with the Company’s auditors.
• Appointment, performance assessment and, if
necessary, removal of the Managing Director.
• Ratifying the appointment and/or removal and
contributing to the performance assessment for the
members of the senior management team including
the CFO and the Company Secretary.
• Ensuring there are effective management processes in
place and approving major corporate initiatives.
• Enhancing and protecting the reputation of the
organization.
• Overseeing the operation of the Group’s system
for compliance and risk management reporting to
shareholders.
• Ensuring appropriate resources are available to senior
management.
Day to day management of the Group’s affairs and the
implementation of the corporate strategy and policy
initiatives are delegated by the Board to the Managing
Director and senior management.
The Managing Director has an annual performance review
completed by the Board. A Director’s Questionnaire:
Evaluation of CEO Performance, is completed and
discussed as part of this process. Dr G van Ek was
appointed as CEO in March 2013. No evaluation of his
performance was completed during June 2013 as he was
new to the role.
A performance assessment for senior management last
took place in June/July 2013.
Senior executives and employees are evaluated every six
months in June and December in terms of the completion
of an Employees’ Questionnaire: Employee Performance
and Development Review, with a subsequent discussion.
Sun Resources NL (“the Company”) and the Board are committed to achieving and demonstrating the highest standards
of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests
of shareholders. The Company and its controlled entities together are referred to as the Group in this statement.
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