Page 35 - Sun Resources 2014 Annual Report

STATEMENT OF CORPORATE
GOVERNANCE PRACTICES
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.
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: Act ethically and responsibly
Principle 4: Safeguard integrity in corporate reporting
Principle 5 and
Principle 6: Make timely and balanced disclosures and
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 the
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. 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 long terms 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
organisation.
• 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.
A performance assessment for senior management last took
place in January 2014.
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 ANNUAL REPORT 2014  33