The Board of Vector Resources Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Vector on behalf of the shareholders by whom they are elected and to whom they are accountable.
Key Corporate Governance Principles and Practices
- Compliance with Best Practices Recommendations
The Company, as a listed entity, must comply with the Corporations Act 2001 and the ASX Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Recommendations published by the ASX Corporate Governance Council (ASXCGC). Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure.
- The Board of Directors
The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and settings its strategic direction, establishing and overseeing the Company’s financial position.
Other than as specifically reserved by the Board, responsibility for the day-to-day management of the Company’s business activities is delegated to the Managing Director and Executive Management.
The Board is currently comprised of a Non-executive Chairman, four Non-executive Directors and one Executive Director. Details of the members of the Board, their experience, expertise and qualifications can be found at the Board of Directors page.
The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in office since their last election. A Director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election.
The performance of the Board is reviewed regularly by the Chairman. The Chairman conducts performance evaluations which involve an assessment of each Board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Vector Resources Limited. Directors whose performance is consistently unsatisfactory may be asked to retire.
- Board Committees
The Company does not comply with ASX Recommendation 2.4 regarding a Nomination Committee. The Company is not of a relevant size to consider formation of a Nomination Committee to deal with the selection and appointment of new directors and as such a Nomination Committee has not been formed. The role of a Nomination Committee is, however, carried out by the Board.
The Board has established an Audit Committee in compliance with ASX Recommendation 4.1. However, the Company does not fully complied with ASX Recommendation 4.2 in that the Audit Committee only comprises two members. The Board considers that the nature, scale and complexity of the Company's existing operations does not warrant a full complement of Board members on the Audit Committee.
The role of the Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees. As such the Company complies with ASX Recommendation 8.1.
- Ethical and Responsible Decision Making
The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities. The "Code of Conduct" sets out the principles, practices and standards of personal behaviour the Company expects people to adopt in their daily business activities.
All Directors, officers and employees are required to comply with the "Code of Conduct". Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the "Code of Conduct".
The Board has adopted a "Securities Trading Policy" which complies with the requirement of ASX Listing Rule 12.12 which regulates dealings bu Directors, officers and employees in securities issued by the Company.
The Company is committed to diversity and recognises the benefits arising from the employee and board diversity and the importance of benefitting from all available talent. Diversity includes, but is not limited to gender, age, ethnicity and cultural background. Due to the current size, natrue and scale of the Company's activities, the Board has not yet developed objectives regarding gender diversity. As the size and scale of the Company grows, the Board will set and aim to achieve gender diversity objectives as director and senior executive positions become vacant and appropriately qualified candidates become available.
- Timely and Balanced Disclosure
The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance.
Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman of Chief Executive Officer are disclosed to the market and posted on the Company’s website.
The Company is committed to ensuring that shareholders and the market are provided with full and timely information, and that all stakeholders have equal opportunities to receive externally available information issued by the Company.
The Company’s “Continuous Disclosure Policy” reinforces the Company’s commitment to continuous disclosure and outlines management’s accountabilities and the processes to be followed for ensuring compliance.
The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules, and overseeing and coordinating information disclosure to the ASX.
- Recognising and Managing Risk
The Board is responsible for the ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.
A written policy in relation to risk oversight and management has been established (“Risk Management and Internal Control Policy”). Considerable importance is placed on maintaining a strong control environment. There is an organisational structure with clearly drawn responsibilities.