Page 40 - Sun Resources Annual Report 2013

STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Principle 3:
Promote ethical and responsible
decision making
Codes of Conduct
The Company has developed a separate Board Code of
Conduct and an Employee Code of Conduct (the codes)
which have been fully endorsed by the Board and apply to
all Directors and Employees. The codes are reviewed and
updated as necessary to ensure they reflect the highest
standards of behaviour and professionalism and the
practices necessary to maintain confidence in the Group’s
integrity and to take into account legal obligations and
reasonable expectations of the Company’s stakeholders.
In summary, the Codes require that at all times all
Company personnel act with the utmost integrity,
objectivity and in compliance with the letter and the spirit
of the law and Company policies.
The Codes and the Company’s trading policy are
discussed with each new employee as part of their
induction training.
The Directors are satisfied that the Group has complied
with its policies on ethical standards, including trading in
securities.
A copy of the Codes and the Securities Trading Policies
and Guidelines are available on the Company’s website.
Diversity Policy
The Company has established a Diversity Policy,
which includes requirements for the Board to establish
measurable objectives for gender diversity and for the
Board to assess annually both the objectives and progress
in achieving them.
The Board has set a measurable objective for achieving
gender diversity going forward in accordance with the
Diversity Policy which requires each pool of candidates for
vacant positions to include at least one female candidate.
A female candidate was considered as part of the process
of appointing the new CEO in March 2013.
The proportion of woman employees and contractors
in the whole organisation, woman in senior executive
positions and woman on the Board are set out in the
following table:
Proportion of women
Whole organisation 3 out of 10 (30%)
Senior executive positions 0 out of 3 (0%)
Board 0 out of 6 (0%)
The Company’s current business model means that it is
not likely that the Company will be required to employ
large numbers of employees in the future. As such, the
ability of the Company to introduce formalised programs
to make substantive changes is limited and any objectives
set by the Board are likely to be influenced by this
structure.
Principle 4:
Safeguard integrity in financial reporting
Audit Committee
The audit committee at 30 June 2013 consists of the
following Directors with an independent Chairperson who
is a qualified Chartered Accountant.
Mr S J Mann (Independent Chairperson)
(Retired 30 June 2013)
Dr W G Martinick (Non-Executive Director)
Mr D Kestel (Non-Executive Director)
Mr J D Kenny (Non-Executive Director)
Dr P Linsley (Non-Executive Director)
(Retired 30 June 2013)
Dr G van Ek (Managing Director)
Details of these Directors’ qualification and attendance
at audit committee meetings are set out in the Directors’
Report from pages 22 to 33.
All members of the audit committee are financially literate
and have an appropriate understanding of the industry in
which the Group operates. One member, Mr S J Mann has
relevant qualifications and experience by virtue of being a
former managing partner of a major accounting firm.
The audit committee operates in accordance with a
charter which is available on the Company website.
The main responsibilities of the committee are to:
• Review, assess and approve the annual report, the
half-year financial report and all other relevant financial
information published by the Company.
• Assist the Board in reviewing the effectiveness of the
organisation’s internal control environment covering:
• Effectiveness and efficiency of operations.
• Reliability of financial reporting.
• Compliance with applicable laws and regulations.
• Oversee the effective operation of the risk
management framework.
• Recommend to the Board the appointment, removal
and remuneration of the external auditors, and review
the terms of their engagement, the scope and quality
of the audit and assess performance.
• Consider the independence and competence of the
external auditor on an ongoing basis.
• Review and approve the level of non-audit services
provided by the external auditors and ensure it does
not adversely impact on auditor independence.
• Review and monitor related party transactions and
assess their propriety.
• Report to the Board on matters relevant to the
committee’s role and responsibilities.
SUN RESOURCES ANNUAL REPORT 2013 38