Page 37 - Sun Resources 2014 Annual Report

independent professional advice at the Company’s expense.
Prior written approval of the Chairperson is required, but
this will not be unreasonably withheld. The Company
will reimburse the Director for the reasonable expense of
obtaining that advice.
Performance assessment
The Board undertakes an annual self-assessment of its
collective performance, the performance of the Chairperson
and of its committees. The assessment also considers
the adequacy of induction, access to information and the
support provided by the Company Secretary. The results
and any action plans are documented together with specific
performance goals which are agreed for the coming year.
The Chairperson undertakes an annual assessment of the
performance of the Managing Director and meets privately
to discuss this assessment.
Board committees
The Board has established a number of committees to
assist in the execution of its duties and to allow detailed
consideration of complex issues. Current separate
committees of the Board are the audit and remuneration
committees. The committee structure and membership
is reviewed on an annual basis. A policy of rotation of
committee members applies.
Each committee has its own written charter setting
out its role and responsibilities, composition, structure,
membership requirements and the manner in which
the committee is to operate. All matters determined
by committees are submitted to the full Board as
recommendations for Board decisions.
Minutes of committee meetings are tabled at the
subsequent Board meeting with a covering letter from the
relevant committee’s Chairperson. Additional requirements
for specific reporting by the committees to the Board are
addressed in the charter of the individual committees.
Nomination committee
The nomination comprises the full Board. The Board ensures
that it has the appropriate number and blend of Directors
with the necessary commercial, financial and relevant
industry experience to oversee the corporate direction and
daily management of the Company, and is functional in its
own right in its performance and competency.
Criteria for selection of Directors
The Company does not have an existing Nomination
Committee as recommended in Recommendation 2.1.
As the whole Board only consists of three (3) members, it
would not be a more efficient mechanism than the full Board
for focusing the Company on specific issues.
When a new Director is to be appointed the Board reviews
the range of skills, experience and expertise on the Board,
identifies its needs and prepares a short-list of candidates
with appropriate skills and experience. Where necessary,
advice is sought from independent search consultants.
The full Board then appoints the most suitable candidate
who must stand for election at the next annual general
meeting of the Company. The Board’s nomination of
existing Directors for reappointment is not automatic and
is contingent on their past performance, contribution to the
Company and the current and future needs of the Board
and Company.
New Directors are provided with a letter of appointment
setting out the Company’s expectations, their
responsibilities, rights and the terms and conditions of their
employment. All new Directors participate in an induction
program which covers the operation of the Board and its
committees and financial, strategic, operations and risk
management issues.
Principle 3: Act ethically and
responsibly
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 applies
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.
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.
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 2 out of 9 (22.22%)
Senior executive positions 0 out of 3 (0%)
Board 0 out of 3 (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 programmes to make
substantive changes is limited and any objectives set by the
Board are likely to be influenced by this structure.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
SUN RESOURCES ANNUAL REPORT 2014  35