Page 38 - Bauxite Resources Annual Report 2014

36 | Bauxite Resources Annual Report 2014
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement
Annual Report 2014 Bauxite Resources 36
This Statement summarises the main corporate governance practices in place during the Financial Year, which comply with the
ASX Corporate Governance Council recommendations unless otherwise stated.
In accordance with the recommendations of the ASX, information published on this web site includes charters (for the Board
and subcommittees), codes of conduct and other policies and procedures relating to the Board and its responsibilities.
The Board of Directors
The Company's constitution provides that the number of directors shall not be less than three and not more than nine. There is
no requirement for any shareholding qualification.
As and if the Company's activities increase in size, nature and scope the size of the Board will be reviewed periodically, and as
circumstances demand. The optimum number of directors required to supervise adequately the Company's constitution will be
determined within the limitations imposed by the constitution.
The membership of the Board, its activities and composition, is subject to periodic review. The criteria for determining the
identification and appointment of a suitable candidate for the Board shall include quality of the individual, background of
experience and achievement, compatibility with other Board members, credibility within the Company's scope of activities,
intellectual ability to contribute to Board's duties and physical ability to undertake Board's duties and responsibilities.
Directors are initially appointed by the full Board subject to election by shareholders at the next general meeting. Under the
Company's constitution the tenure of a director (other than managing director, and only one managing director where the
position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last
appointment. Subject to the requirements of the Corporations Act 2001, the Board does not subscribe to the principle of
retirement age and there is no maximum period of service as a director. A managing director may be appointed for any period
and on any terms the directors think fit and, subject to the terms of any agreement entered into, may revoke any appointment.
The Company has two special committees being a remuneration committee and an audit committee.
Role of the Board
The Board's primary role is the protection and enhancement of long term shareholder value.
To fulfil this role, the Board is responsible for oversight of management and the overall corporate governance of the Company
including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
Appointments to Other Boards
Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other
Boards.
Independent Professional Advice
The Board has determined that individual directors have the right in connection with their duties and responsibilities as directors,
to seek independent professional advice at the Company's expense. With the exception of expenses for legal advice in relation
to director's rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not
be withheld unreasonably.
Continuous Review of Corporate Governance
Directors consider, on an ongoing basis, how management information is presented to them and whether such information is
sufficient to enable them to discharge their duties as directors of the Company. Such information must be sufficient to enable
the directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances
and economic conditions. The directors recognise that mineral exploration is an inherently risky business and that operational
strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.
ASX Principles of Good Corporate Governance
The Board has reviewed its current practices in light of the ASX Corporate Governance Council Principles and
Recommendations as revised in 2010 with a view to making amendments where applicable after considering the Company's
size and the resources it has available.
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.