The Company has established appropriate subcommittees, adopted an Audit Committee Charter, a Code of Business Conduct and Ethics Policy, a Whistleblower Policy and has also established a formal Health, Safety and Environment (HSE) Policy.
Audit committee
The Audit Committee meets at least twice each year to discuss the review of the interim financial statements and the audit of the year-end financial statements. For the annual results the independent auditors are invited to discuss the conclusions arising from their audit and their assessment of the Group's internal controls. The Chairman of the Audit Committee is Andrew West and the other participating members of the committee are David Cowan and Kenneth Judge.
The Company has adopted an Audit Committee Charter which addresses the mandate of the Committee, the composition, independence, expertise of the members, frequency of meetings, roles and responsibilities, external audit function, internal controls, financial reporting, annual and interim financial statements, release of financial information, non-audit services, delegation of authority, reporting responsibilities, resources and authority of the Committee, and compliance with laws and regulations.
Remuneration committee
The Remuneration Committee meets at least once per year and is responsible for setting the remuneration of the Board of Directors, including any pension and share incentive plan awards, and for establishing guidelines for the remuneration of staff in general, with closer scrutiny of the remuneration of senior management. The Chairman of the Remuneration Committee is David Cowan and the other participating member is Andrew West.
Code of business conduct and ethics
The Company has adopted a Code of Business Conduct and Ethics which addresses the purpose of the code, the workplace (to include a non-discriminatory environment, harassment-free workplace, sexual harassment, substance abuse, violence, employment of the family members, HSE, conflict of interest, gifts and entertainment, competitive practices, supplier and contractor relationships, public relations, and governmental relations), legal compliance, information and records, company assets, and reporting of violations.
Whistleblower policy
The Company has adopted a Whistleblower Policy. Pursuant to its charter, the Audit Committee of the Board of Directors of the Company is responsible for ensuring that a confidential and anonymous process exists whereby persons can report Accounting Concerns relating to the Company and its subsidiaries. In order to carry out its responsibilities under its charter, the Committee has adopted this Whistleblower Policy.
For the purposes of this Policy, "Accounting Concerns" is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of the Company or in some other manner not right or proper.
All Directors, officers, employees, consultants and contractors of the Company are made aware of the Policy and a copy of the Policy has been distributed to Directors, officers and employees. All Directors, officers and employees will be informed whenever significant changes are made and new directors, officers and employees will be provided with a copy of this Policy and educated about its importance.
Health, safety and environment (HSE) policy
A primary goal of the Group is the protection of Health, Safety and Environment (HSE). The Group is dedicated to continuous efforts to make its operations compatible with protecting people, property and the environment.
This policy, whose implementation is overseen by the Chief Executive Officer, governs the Group's operations and is specifically designed to:
- Comply with and exceed relevant HSE legislation, regulations and other requirements;
- Maintain and develop systems to identify, assess, monitor, review and control HSE issues;
- Set HSE objectives and targets;
- Implement mechanisms to communicate with and to obtain input from: employees, contractors, partners and associates;
- Coordinate HSE policy, including the HSE management systems of contractors, to provide a unified system to guide operations;
- Institute a site-specific Emergency Response Procedure (ERP) so that immediate actions are taken, without delay, to minimise danger to personnel, the environment and property. Emergency Response Procedures will be rehearsed prior to commencing operations to ensure that personnel make the appropriate responses in the event of emergency.
It is the policy of the Group to consider the health and welfare of employees by maintaining a safe place and system of work as required by the Safety, Health and Welfare at Work Act, 1989.
The Group closely monitors activities to ensure to the best of its knowledge there is not potential for any such breach. There have been no convictions in relation to breaches of these Acts recorded against the Group during the reporting year.
Regular Board meetings
The Board of Directors has adopted a weekly teleconference to discuss all business activities of the Company. Furthermore, the Board of Directors holds regular Board Meetings approximately six times per year.