Page 39 - Bauxite Resources Annual Report 2014

Annual Report 2014 Bauxite Resources | 37
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement cont.
37 Bauxite Resources Annual Report 2014
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 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 2013/2014 period, Mr Nash was not independent due
to his consultancy contract to provide legal services. 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.
2.5 Companies should disclose the process for
evaluating the performance of the Board, its
committees and individual directors
A The remuneration of executive and non-executive directors is
reviewed by the remuneration committee on an annual basis.
Refer comments above regarding the committee and the
independence issues
2.6 Companies should provide the information
indicated in the Guide to reporting on
A The skills and experience of Directors are set out in the Company’s
Annual Report and on its website, all other reporting items have