Page 43 - Sun Resources Annual Report 2013

These are described more fully as follows:

Departure (from Recommendation)

Explanation

1.1

No statements of matters reserved for the Board or

delegated to senior management are publicly available.

The Board considers that the Company is not of a size to warrant

this disclosure.

2.1

Only three of the six Directors are considered to be

independent.

Given the size and scope of the Companyâ€™s operations the Board

considers that it is appropriately structured to discharge its duties

in a manner that is in the best interests of the Company and its

shareholders from both a long-term strategic and day-to-day

operations perspective, and to achieve the objectives of the

Company. The Board will continue to monitor the effectiveness

of its structure and will make any changes that are deemed

desirable as the Company continues to grow.

2.4

There is no separate nomination committee.

The full Board considers those matters that would usually be the

responsibility of a nomination committee. The Board considers

that no efficiencies or other benefits would be gained by

establishing a separate nomination committee.

The checklist below summarises the Companyâ€™s compliance with the Recommendations.

Principles Recommendations

Compiled

Yes/No

Reference/

Explanations

Principle 1 Lay solid foundations for management and oversight

Rec 1.1 Companies should establish the functions reserved to the board and those

delegated to senior executives and disclose the functions.

No

Website and

Governance Statement

Rec 1.2 Companies should disclose the process for evaluation the performance of senior

executives.

Yes

Website and

Governance Statement

Rec 1.3 Companies should provide the information indicated in the Guide to reporting to

Principle 1.

Yes

Website and

Governance Statement

Principle 2 Structure the Board to add value

Rec 2.1 A majority of the Board should be independent Directors.

No

Website and

Governance Statement

Rec 2.2 Rec 2.2 The Chairperson should be an independent Director.

Yes

Website and

Governance Statement

Rec 2.3 The roles of chairperson and chief executive officer should not be exercised by

the same individual.

Yes

Website and

Governance Statement

Rec 2.4 The Board should establish a nomination committee

No

Website and

Governance Statement

Rec 2.5 Companies should disclose the process for evaluating the performance of the

Board, its committees and individual Directors.

Yes

Website and

Governance Statement

Rec 2.6 Companies should provide the information indicated in the Guide to reporting to

Principle 2.

Yes

Website and

Governance Statement

Principle 3 Promote ethical and responsible decision making

Rec 3.1 Companies should establish a code of conduct and disclose the code or a

summary of the code as to:

â€¢ the practices necessary to maintain confidence in the companyâ€™s integrity

â€¢ the practices necessary to take account of their legal obligations and

reasonable expectations of their stakeholders; and

â€¢ the responsibility and accountability of individuals for reporting and

investigating reports of unethical practices.

Yes

Website and

Governance Statement

Rec 3.2 Companies should establish a policy concerning diversity and disclose the

policy or a summary of that policy. The policy should include requirements for

the Board to establish measurable objectives for achieving gender diversity and

for the Board to assess annually both the objectives and progress in achieving

them.

Yes

Website and

Governance Statement

Rec 3.3 Companies should disclose in each annual report the measurable objectives

for achieving gender diversity set by the Board in accordance with the diversity

policy and progress towards achieving them.

Yes

Website and

Governance Statement

Rec 3.4 Companies should disclose in each annual report the proportion of women

employees in the whole organisation, women in senior executive positions and

women on the Board.

Yes

Website and

Governance Statement

Rec 3.5 Companies should provide the information indicated in the Guide to reporting on

Principle 3.

Yes

Website and

Governance Statement

Principle 4 Safeguard integrity in financial reporting

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

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