The Company’s main corporate governance policies and practices are outlined below:

Board of Directors

The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. It is responsible for corporate governance of the Company. The goals of the corporate governance processes are to:

  • maintain and increase Stakeholder value
  • ensure a prudential and ethical basis for the Company’s conduct and activities
  • ensure compliance with the Company’s legal and regulatory objectives

Consistent with these goals, the Board assumes the following responsibilities:

  • developing initiatives for asset growth
  • reviewing the corporate, commercial and financial performance of the Company on a regular basis
  • acting on behalf of, and being accountable to, the Stakeholders
  • identifying business risks and implementing actions to manage those risks and corporate systems to assure quality

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

Composition of the board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

  • the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business
  • the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s advisors, has been committed to by the Board.

Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of the Executive Directors will be decided by the Board, without the relevant affected Executive Director participating in that decision-making process.

Other Executives remuneration will be determined by the Executive Chairman (in consultation with the Remuneration Committee) and approved by the Board.

The total maximum remuneration of Non-Executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-Executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-Executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $500,000 per annum.

The Board may award additional remuneration to Non-Executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

External Audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit Committee

The Company will not have a separate constituted audit committee for the time being.

Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Specific Corporate Governance Policies

The Company has adopted the following policies which are available for review on request:

Code of Conduct

Securities Trading Policy

Diversity Policy

Social and Environmental Sustainability Policy

Code of Conduct

At MetalsTech, we take our responsibility toward our people, the communities in which we operate and the environment seriously and at all times we will strive to:
  • Be fair and honest in our dealings
  • Treat our suppliers, customers, contractors, competitors, ourselves and each other with respect
  • Do what we say we will do
  • Foster a positive and healthy working environment
  • Positively contribute to the environment and community in which we operate
  • Be an active part of improving our business and industry
  • Respect our shareholder equity and maintain responsible treasury