Page 36 - Bauxite Resources Annual Report 2013

Corporate Governance Statement cont.
As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of any additional
formal corporate governance committees will be given further consideration.
The following table sets out the Company's present position in relation to each of the revised Principles.
ASX Principle Status Reference/comment
Principle 1: Lay solid foundations for management
and oversight
1.1 Companies should establish the functions
reserved to the Board and those delegated
to senior executives and disclose those
functions
A Matters reserved for the Board are included on the Company’s website
under the Board Charter.
1.2 Companies should disclose the process
for evaluating the performance of senior
executives
A The remuneration of executive and non-executive directors is reviewed by
the Board with the exclusion of the Director concerned. The remuneration
of management and employees is reviewed by the Board and approved by
the Chairman. Refer Board Charter and Performance Evaluation Practices
on the Company’s website. The board has formed a remuneration
committee on 23 August 2013.
1.3 Companies should provide the information
indicated in the Guide to reporting on
Principle 1
A
Principle 2: Structure the Board to add value
2.1 A majority of the Board should be
independent directors
N/A Only Mr Sibly meets the independence criteria under the ASX Corporate
Governance Council Recommendations, as all other Directors are either
executives, shareholders or have been material professional advisors
or consultants to the Company within the last three years. The Board
recognises the Corporate Governance Council’s recommendation that
a majority of a Board should consist of independent directors. The
Board views the shareholdings of Directors as important, although this
is outside the ASX Recommendations criteria for independence, as it
believes it more correctly aligns the Board with shareholder interests. In
considering the independence of Directors, the Board considers issues
of materiality and relies on thresholds for qualitative and quantitative
materiality as contained in the Board Charter which is disclosed on the
Company’s web site.
The Board believes the current structure is appropriate given the
Company’s current size and activities. The existing Directors provide the
necessary diversity of qualifications, skills and experience and bring quality
and independent judgement to all relevant issues.
2.2 The chair should be an independent
director
N/A During the 2012/2013 period, Mr Carbon was not independent due to
his former role as CEO. Mr Nash has replaced Mr Carbon following his
retirement on 9 August 2013 and due to his consultancy contract he is
also not independent. The Board believes that the existing structure is
considered appropriate and provides a unified leadership structure in line
with the current size and level of activities of the Company.
2.3 The roles of chair and chief executive
officer should not be exercised by the same
individual
A
2.4 The Board should establish a nomination
committee
A The nomination committee shall comprise of the full Board. Acting in
its ordinary capacity from time to time as required the Board carries out
the process of determining the need for screening and appointing new
directors. In view of the size and resources available to the Company, it
is not considered that a separate nomination committee would add any
substance to the process.
34 Bauxite Resources Annual Report 2013