NORTHERN URANIUM LIMITED
ACN 119 966 353
Corporate Governance Statement.
In fulfilling its obligations and responsibilities to its various stakeholders, the Board of Directors ('Board') of Northern Uranium Limited ('Northern Uranium' or 'the Company') is a strong advocate of corporate governance. This statement outlines the Company’s principal corporate governance procedures. The Board supports a system of corporate governance to ensure that the management of Northern Uranium is conducted to maximise shareholder wealth in a proper and ethical manner.
ASX Corporate Governance Council Recommendations
On 31 March 2003, the ASX Corporate Governance Council of the Australian Stock Exchange ('ASX') released its Principles of Good Corporate Governance and Best Practice Recommendations ('ASX Principles').
ASX Principle 2.4 requires listed entities to establish a nomination committee. The Company does not have a separately established nomination committee. Given the current size of the Board, the Board considers that this function is efficiently achieved with full Board support in accordance with the guidelines set out in the Board’s charter.
ASX Principles 3.1 and 3.2 require the Company to make available a summary of its Code of Conduct and Trading Policy and suggest that these should be posted on the Company’s website. Therefore, these policies can be viewed on this website.
ASX Principles 4.1 and 7.2 require the chief executive officer (or equivalent) and chief financial officer (or equivalent) to state in writing to the Board that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results, that they are in accordance with relevant accounting standards and that they are founded on a sound system of risk management, internal compliance and control systems. The Board currently receives financial information and reports from the Chairman and personnel responsible for the preparation of financial reports and is therefore satisfied that its accounts will reflect the matters required under ASX Principle 4.1.
Pursuant to ASX Principle 5.2, a copy of the Company’s Continuous Disclosure Policy can be viewed on this website.
ASX Principle 6.1 requires that the Company also make publicly available a copy of its communications strategy. A copy of the Company’s Communications with Shareholders Policy can be viewed on this website.
ASX Principle 7.3 requires the Company to publicly disclose a description of its Risk Management Policy and internal compliance and control system. These disclosures are contained in the Company's Risk Management Policy, which can be viewed on this website.
ASX Principle 9.2 states that the Board should establish a remuneration committee. The Company has a separately established Remuneration Committee and the Board has approved a Remuneration Policy, which has been posted on this website.
ASX Principle 10.1 requires that the Company publicly disclose its Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. The Company’s Code of Conduct has been placed on this website.
In relation to the above, the Company believes it has implemented suitable practices and procedures with respect to Corporate Governance, considering the size of the Board and the size and maturity of the Company. The Board wishes to acknowledge that nothing has come to its attention that would lead it to conclude that its current practices and procedures are not appropriate for an organisation of this size and maturity.
- click to openEthical Standards
All Directors, executives and employees of the Company are charged with the responsibility to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Company’s Code of Conduct has been placed on this website.
- click to openCommunications with Shareholders
The Board of Northern Uranium aims to ensure that shareholders are kept informed of all major developments affecting the Company. Information is communicated to shareholders through the distribution of annual reports and presentations to shareholders at the annual general meeting, which they are encouraged to attend. The Company’s Communications Policy has been placed on this website.
In addition, all reports, including quarterly reports and releases made by the Company throughout the year with respect to its activities, are distributed widely via the ASX and are posted on this website. - click to openAudit Process
As part of the Company’s commitment to safeguarding integrity in financial reporting, Northern Uranium's accounts are subject to annual audit by an independent professional auditor, who also reviews the half-yearly accounts.
The auditor attends, and is available to answer questions at, the Company’s annual general meetings.
- click to openShare Trading Policy
The Company’s Share Trading Policy has been placed on this website.
- click to openContinuous Disclosure
The Company understands and respects the fact that timely disclosure of price-sensitive information is central to the efficient operation of the ASX and to the prevention of selective or inadvertent disclosure, the conduct of investor and analysts’ briefings, media communications, commenting on expected earnings, communications black-out periods and reviews of briefings and communications. The policy is reviewed periodically and updated as required.
The Company Secretary is responsible for overseeing and coordinating disclosure of information to the ASX and liaises with the Chairman and Managing Director in relation to continuous disclosure matters. The Managing Director is responsible for overseeing and coordinating disclosure of information to analysts, brokers and shareholders.
The Company’s Continuous Disclosure Policy may be viewed on this website. - click to openAuditor Independence
The Company has implemented procedures to monitor the independence and competence of its external auditors. Details of the amounts paid for both work and non-audit services are set out in each annual report.
The Board requires that adequate handovers occur in the year prior to rotation of an audit partner, to ensure an efficient and effective audit under the new partner.
- click to openBoard Charter
The Board of Northern Uranium has a charter that clearly establishes the relationship between the Board and management and describes its functions and responsibilities. The Board Charter has been placed on this website.
- click to openAudit and Compliance Committee
The Board of Northern Uranium has established an Audit and Compliance Committee, the charter of which has been placed on this website.
Code of Conduct.
It is Company policy that Northern Uranium conduct its activities with honesty, integrity and high ethical standards. For the Company to conduct its activities with honesty, integrity and high ethical standards it must have a Board, management, employees and agents who are committed to such standards.
The purpose of this Code of Conduct is to provide guidelines as to what behaviour the Company expects of its Directors and employees. It applies to all Northern Uranium Directors and employees. For the purposes of this Code, the term 'employees' will include contractors and consultants engaged by the Company.
The standards of behaviour required of, and by, Northern Uranium are as follows.
- click to openConflicts of Interest
The Company's Directors and employees should avoid situations in which their private or non-Company interests conflict with the interests of Northern Uranium and what they are doing or deciding for Northern Uranium.
- click to openCommunity Standards
The Company aims to conduct its business in a way that reflects the applicable community standards. In order to achieve this, it has adopted policies that describe the principles guiding Northern Uranium’s business in areas such as the safety of its employees and environmental protection.
- click to openInsider Trading
The Company’s Directors and employees must not engage in insider trading of Northern Uranium shares or the shares of any other company.
- click to openHonesty and Integrity
People representing or working for Northern Uranium must carry out their duties honestly and in a manner that is professional, fair and ethical.
- click to openGifts
Gifts, personal services, discounts or other gratuities may not be given to, or accepted from, the Company’s business associates or government officials.
- click to openCompliance with Applicable Laws
At the very least, the Company carries out its activities, and people representing or working for Northern Uranium carry out their activities, in compliance with all laws applicable to those activities (in whichever jurisdiction that applies).
Compliance with Contracts
The Company honours its contractual commitments.
- click to openBusiness Expenses
Travel, entertainment and other business expenses are incurred by people representing or working for the Company in a reasonable and financially responsible manner.
Confidential Information and Intellectual Property
The Company’s confidential technical, financial and commercial information is not divulged to others except where necessary to comply with the law or as required for the purpose of Northern Uranium’s business. All employees who supply services to the Company must meet these standards. Furthermore, intellectual property created for Northern Uranium in the course of work for the Company, including by contractors, belongs to Northern Uranium. All contracts for the supply of services where intellectual property may be created must stipulate this ownership requirement.
Board Charter.
- click to openBoard Access to Information
All Directors of Northern Uranium must have unrestricted access to any employees of, or contractors to, the Company and, subject to the law, access to all Company records and information held by employees and external advisers. The Board must receive regular, detailed financial and operational reports from senior management to enable it to carry out its duties.
Each Director may, with the prior written approval of the Chairman, obtain independent professional advice to assist that Director in the proper exercise of his or her powers and the discharge of his or her duties as a Director or as a member of a Board committee. The Company will reimburse the Director for the reasonable expense of obtaining that advice. - click to openBusiness Risks
The Board of Northern Uranium is committed to ensuring that the risks associated with Northern Uranium’s business activities are properly identified, monitored and managed, and to embedding in its management and reporting systems a number of risk management controls. Further, the Board is charged with implementing appropriate risk management systems within the Company, as reported to it by management.
The Board is to monitor and receive advice on areas of operational and financial risk and must consider strategies for appropriate risk management arrangements.
Specific areas of risk to be regularly considered at Board meetings are to include intellectual property, changes in government regulations, changes in technology and human resources, the integrity of data, statutory compliance and continuous disclosure obligations. - click to openBoard Committees
The Board of Northern Uranium, where appropriate, may establish a number of committees to assist it in carrying out its responsibilities in an effective and efficient manner.
The Board has established an audit committee to assist it in the discharge of its responsibilities, and is governed by the Audit and Compliance Committee Charter, as approved by the Board.
- click to openReview of Board Performance
The Board of Northern Uranium must review its performance and composition on at least an annual basis, to ensure that it has the appropriate mix of expertise and experience taking into account the size and nature of the Company’s activities.
Directors’ Remuneration
The remuneration of non-executive Directors of Northern Uranium is different from that of executives. Executive Directors receive a salary and possibly other benefits.
Non-executive Directors receive a set fee per annum in addition to their statutory superannuation entitlements and are fully reimbursed for any out-of-pocket expenses necessarily incurred in carrying out their duties. When reviewing Directors’ fees, the Board takes into account any changes in the size and scope of the Company’s activities.
The Board must review the remuneration and policies applicable to all Directors on an annual basis. Remuneration levels are set according to the Company’s position and must be competitive enough to attract the most qualified and experienced Directors and senior executives. Where necessary, the Board will obtain independent advice on the appropriateness of remuneration packages. - click to openRoles of the Board and Management
The Board of Northern Uranium considers that the essential responsibility of the Directors is to oversee the Company’s activities for the benefit of its shareholders, employees and other stakeholders and to protect and enhance shareholder value in accordance with applicable law and appropriate standards of behaviour for good corporate citizens.
The key responsibilities of the Board are to:- appoint and review the performance of the Chairman and management;
- develop and approve, with management, strategy, planning, exploration programs and major capital expenditure;
- arrange for effective budgeting and financial supervision;
- ensure that appropriate audit arrangements are in place;
- ensure that the effective and appropriate reporting systems in place will, in particular, assure the Board that proper financial, operational, compliance and risk management controls function adequately, and
- report to shareholders.
The Board is responsible to shareholders for Northern Uranium’s strategic direction and the execution of the Company’s overall objective, which is to increase long-term shareholder value. The size of the Board reflects the modest size of the Company, its business plans and the scale of its operations as an early-stage exploration/mining company. Only the Directors have the capacity to bind the Company.
Management is responsible for implementing the Company’s strategies, the management and protection of its resources and day-to-day communication with its shareholders, all in accordance with the policies, systems and procedures approved by the Board. - click to openStructure of the Board
The composition of the Board of Northern Uranium is determined in accordance with the following principles and guidelines.
- The Board must comprise at least three Directors, increasing where additional expertise is considered desirable in certain areas.
- The Board should not comprise a majority of executive Directors.
- Directors should bring to the Company characteristics that allow a mix of qualifications, skills and experience, both nationally and internationally.
The Company’s Board meets the above criteria. The terms and conditions of the appointment and retirement of Directors must be set out in a letter of appointment that covers remuneration, expectations, terms, procedures for dealing with conflicts of interest and the availability of independent professional advice.
The Chairman is to review the performance of all Directors each year.
- click to openIndependence of Directors
The Directors of Northern Uranium are expected to bring their independent views and judgement to the Board’s deliberations. The Board is to include a majority of non-executive, independent Directors.
In considering whether a Director is independent, the Board must have regard to the independence criteria in ASX Principle 2 and other facts, information and circumstances that it considers material. - click to openBoard Meetings
The Board of Northern Uranium must meet at least six times a year to consider the business of Northern Uranium, its financial performance and other operational issues.
Retirement and Re-election of Directors
The Company’s Constitution requires that one third of the Directors, other than any executive Director, retire from office at each annual general meeting. Directors who have been appointed by the Board are required to retire from office at the next annual general meeting and are not taken into account in determining the number of Directors to retire at that annual general meeting. Directors cannot hold office for a period of more than three years, or later than the third annual general meeting following, without submitting themselves for re-election. Retiring Directors are eligible for re-election by shareholders.
When a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board will select candidates with the relevant qualifications, skills and experience. External advisers may be used to assist in such a process. The Board must then appoint the most suitable candidate, who is required to stand for election at the next general meeting of shareholders.
Nominations and Appointment of New Directors
Recommendations of candidates for the position of Director of Northern Uranium are made to the Board. The Board as a whole must make appointments that it considers the most appropriate for the Company.
Risk Management Policy and Internal Compliance and Control System.
Northern Uranium has developed a framework for a risk management policy and internal compliance and control system that covers the organisational, financial and operational aspects of the Company's affairs. The Chairman is responsible for ensuring the maintenance of, and compliance with, appropriate systems.
- click to openRisk Factors
Risk factors associated with the Company and its business were set out in its prospectus dated September 2006 and lodged with the Australian Securities and Investments Commission ('ASIC') in that month. The Board still considers these relevant to the Company and they are appended to this policy.
- click to openFinancial
The Company’s financial situation is not complex. It has operated initially with the support of its founding shareholders, and it is expected that equity funds will be raised and used for exploration and administration purposes, as well as to repay debt to the founding shareholders.
Weekly cash flow reports and monthly management accounts will be prepared and circulated to the Directors for review and consideration.
The Board must approve all major project expenditure.
Northern Uranium maintains appropriate insurance cover. This includes cover in respect of workers’ compensation, public liability, motor vehicles and property insurance.
The Company may obtain cover for Directors’ and officers’ liability, to the extent permitted by the Corporations Act 2001.
Northern Uranium implements appropriate data back-up of its financial and other electronic information. Physical records are held within the Company’s office and are contained, where appropriate, in a fire-proof safe.
Audit and Compliance Committee Charter.
- click to openAuditor Independence
The Company has implemented procedures to monitor the independence and competence of its external auditors. Details of the amounts paid for both work and non-audit services are set out in the Company’s annual report.
The Board will require that adequate handovers occur in the year prior to rotation of an audit partner, to ensure an efficient and effective audit under the new partner. - click to openAudit Process
As part of Northern Uranium’s commitment to safeguarding integrity in financial reporting, its accounts are subject to annual audit by an independent, professional auditor, who also reviews the half-yearly accounts.
The auditor attends, and is available to answer questions at, the Company’s annual general meetings. - click to openAudit and Compliance Committee
The Board of Northern Uranium has established an Audit and Compliance Committee ('Audit Committee'), which monitors control policies and procedures designed to safeguard the Company’s assets and maintain the integrity of its financial reporting.
The role of the Audit Committee is to provide a direct link between the Board and the external auditors. Further, it provides the Board with additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies or for inclusion in financial statements.
The responsibilities of the Audit Committee will include the following.- Monitoring compliance with regulatory requirements.
- Improving the quality of the accounting function.
- Reviewing external audit reports to ensure that, where major deficiencies or breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by management.
- Liaising with external auditors and ensuring that the annual audit and half-year review are conducted in an effective manner.
The Audit Committee will review the performance of the external auditors on an annual basis and meet with them at least twice during the year. Nomination of auditors will be at the discretion of the Committee.
Members of the Audit Committee at the date of this report are Adrian Griffin, Bob Hair and Colin McCavana.
The Audit Committee also meets with and receives reports from the external auditors concerning any matters arising in connection with the performance of their respective roles, including the adequate adequacy of internal controls.
Remuneration Policy.
Northern Uranium has a separately established Remuneration Committee, which functions in accordance with the Remuneration Committee Charter outlined below.
- click to openResponsibilities
- Executive remuneration and incentive policies – the Remuneration Committee makes decisions with respect to the remuneration and incentive policies appropriate for executive Directors and senior executives. Those policies must:
- motivate the executive Directors and senior executives to pursue the long-term growth and success of Northern Uranium within an appropriate control framework;
- demonstrate a clear correlation between key performance and remuneration, and
- align the interests of key leadership with the long-term interests of Northern Uranium's shareholders.
- Executive remuneration packages – the Remuneration Committee is to ensure that:
- executive remuneration packages involve a balance between fixed and incentive pay, reflecting short- and long-term performance objectives appropriate to Northern Uranium's circumstances and objectives;
- a proportion of executives' remuneration is structured in a manner designed to link reward to corporate and individual performances, and
- recommendations are made to the Board with respect to the quantum of bonuses to be paid to executives.
- Non-executive Directors – the Remuneration Committee is to ensure that:
- fees paid to non-executive Directors are within the aggregate amount approved by shareholders and make recommendations to the Board with respect to the need for increases to this aggregate amount at the Company's annual general meeting;
- non-executive Directors are remunerated by way of fees (in the form of cash and/or superannuation benefits);
- non-executive Directors are not provided with retirement benefits, other than statutory superannuation entitlements, and
- non-executive Directors are not entitled to participate in equity-based remuneration schemes designed for executives without due consideration and appropriate disclosure to the Company's shareholders.
- Incentive plans and benefits programs – the Remuneration Committee is to:
- review and make recommendations concerning long-term incentive compensation plans, including the use of share options and other equity-based plans, and, except as otherwise delegated by the Board, will act on behalf of the Board to administer equity-based and employee benefit plans – as such, it will discharge any responsibilities under those plans, including making and authorising grants, in accordance with the terms of those plans;
- ensure that incentive plans are designed around appropriate and realistic performance targets that measure relative performance and provide rewards when they are achieved, and
- continually review and, if necessary, improve any existing benefit programs established for employees.
- Executive remuneration and incentive policies – the Remuneration Committee makes decisions with respect to the remuneration and incentive policies appropriate for executive Directors and senior executives. Those policies must:
- click to openOperations
The Remuneration Committee must meet at least once a year and otherwise as required. Minutes of all meetings of the Remuneration Committee are to be kept. Remuneration Committee meetings will be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.
- click to openRemuneration Committee Charter
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- click to openRole
The role of the Remuneration Committee is to review and make recommendations as to the remuneration packages of the Company’s Directors and senior executives, including employee incentive and equity-based plans.
- click to openComposition
The Remuneration Committee comprises at least two non-executive Directors. Currently, its members are Adrian Griffin and Colin McCavana.
Shareholder Communications Policy.
The Board of Northern Uranium aims to ensure that the Company's shareholders are informed of all major developments affecting the Company. All shareholders receive Northern Uranium's annual report and may also request copies of its half-yearly and quarterly reports. Further, the Company encourages full participation of its shareholders at the annual general meeting and any extraordinary general meetings.
In addition, Northern Uranium maintains this website, on which Company announcements since listing are available on a regular and up-to-date basis under the heading 'Announcements'.
Also under the heading 'Announcements', shareholders can find copies of Northern Uranium’s quarterly, half-yearly and yearly reports that have been submitted to the ASX.
The Company maintains a database of shareholders, who receive automatic email updates of significant developments in the Company's affairs. Any shareholder who wishes to receive copies of information updates by email may register by sending an email to info@northernuranium.com.au and copies will be sent.
Continuous Disclosure Policy.
The Company's Board aims to ensure that the market is properly informed of all information that must be disclosed under the ASX Listing Rules (Listing Rule 3.1 in particular).
There must at all times be a system in place to collect and process information that could realistically be disclosable. The ultimate determination as to whether or not to disclose in doubtful cases may be made by the Board and/or Chairman, taking into account the overall situation of the Company and, if necessary, legal or other advice. To assist in this regard, and, where appropriate, to determine whether information must be disclosed, the Company has established a Continuous Disclosure Compliance Committee ('Compliance Committee') to deal with continuous disclosure issues. The Compliance Committee consists of the Chairman and Company Secretary and, when available, any other Director.
The obligation to keep 'management' fully informed of any significant internal issue relating to or affecting the Company is central to the training and development of all Northern Uranium employees and contractors and consultants.
Senior personnel in particular must have a clearly understood and documented accountability to ensure that:
- all reporting staff, as soon as reasonably practicable, report any 'material' event or development within their area of responsibility to their manager and to one or more of the Chairman and/or Company Secretary;
- each department or work area within his or her division or area of responsibility carries out, or is involved in, a review to discuss and agree upon the types of events or developments that are most likely to be 'material' and potentially disclosable, and
- he or she reports immediately any event or development that he or she believes may be potentially disclosable.
Company personnel are not responsible for determining whether or not information is disclosable; rather, each affected individual must ensure that the information is known by his or her manager and one or more members of the Compliance Committee.
Where it is determined that information should be conveyed to the ASX it will, except in extraordinary circumstances, be the Company Secretary who will be the point of contact with the ASX.
Disclosure to the ASX is effected by sending the information in a form suitable for release to the ASX’s Company Announcements Platform via lodgement of a PDF on-line at the ASX website. The information is then released to the market through dissemination to a range of data vendors and via Signal G, which carries an edited text of announcements. After a short delay, the information is made available on the ASX website.
In accordance with ASX recommendations, Northern Uranium places all relevant announcements and other information, including analysts’ briefings, on its website once the information has been given to ASX and the usual acknowledgment has been received that the announcement has been released.
The Company’s Directors, employees, contractors and consultants are also required to ensure that information concerning the Company that would be material to its share price is not released to some shareholders or analysts and not to others. As a listed company, Northern Uranium must not release information that is for release to the market to any person until it has given that information to the ASX and received an acknowledgment from the ASX that it has released the information to the market (Listing rule 15.7).
Policy for Trading in Company Shares by Directors and Employees.
- click to openInterpretation
For the purposes of this policy:
- 'financial results' are the reports released to the ASX or ASIC as a quarterly report, pro-forma half-yearly report, pro-forma full year report or audited full year financial statement, and
- 'employee' includes any consultant or contractor to the Company or a related company who, in the course of his or her role as such, receives or is exposed to price-sensitive information.
- click to openGuidance
Any questions arising from this trading policy should be directed to the Chairman or Company Secretary.
- click to openDealing in Company Securities
In addition, the Board of Northern Uranium recognises that Directors and employees are more likely within certain periods to be in possession of information that is considered price-sensitive and has therefore determined that within these periods (each being a period of two weeks before a financial result), Directors and employees will not be permitted to trade in Northern Uranium shares.
It is further recognised that Directors and executive employees (being employees determined by the Board from time to time to be executive employees) are in a more advantageous position with respect to information about the Company and must notify the Chairman or his delegate when proposing to trade in the Company’s shares and advise whether in their view there is information that may be price-sensitive. If the Chairman or his delegate is of the view that the person is in possession of price-sensitive information, the trade must not take place until the information has been released or is no longer price-sensitive, as determined by the Chairman or his delegate.
- click to openPrice-Sensitive Information
'Price-sensitive information' is information about the Company or its business or affairs that, if publicly known, would or would be reasonably likely to:
- have a material effect on the price or value of Northern Uranium shares, or
- influence persons in deciding whether to trade in Northern Uranium shares.
Examples of price-sensitive information would include the following.
- A material variance in the financial performance of the Company against its budget.
- The entry into, or termination of, a major exploration joint venture.
- A proposed or actual take-over or amalgamation.
- click to openPurpose
This policy outlines the law relating to insider trading and sets out Company policy in relation to its Directors and employees trading in shares in Northern Uranium.
All employees and Directors of Northern Uranium and its related companies are prohibited from trading in the Company’s shares or other securities if they are in possession of 'inside information'.
Insider Trading
If any Director or employee of Northern Uranium has 'price-sensitive information' relating to the Company that has not been published or is not 'generally available', it is unlawful for that Director or employee to:- buy, sell or in any way deal in Northern Uranium shares;
- advise, purchase or in any way encourage another person to buy or sell Northern Uranium shares, or
- relay information to another person whom he or she knows, or might reasonably know, will use the information to buy or sell Northern Uranium shares.
- click to openInformation Generally Available
Information is generally available if it:
- is on the Company’s website;
- is published in the media;
- has been available for some time and would be expected to be known to investors, or
- has been published from information that has already been made public.