BOARD & GOVERNANCE CHARTER

This documents sets out the principles of governance of Traprock Mining Limited (Traprock) and the conduct of the Board.   It is supported by the following specific charters and policies:

  • Code of Conduct
  • Continuous Disclosure Policy
  • Securities Trading Policy
  • Risk Management Policy
  • Audit Committee Charter

 

Commitment

The Company and the Board are committed to the achievement of high standards of integrity and governance in all aspects of Traprock’s activities.   The principle obligation of Traprock is to its shareholders through increasing shareholder wealth, and this is sought to be met while commensurately recognising the interests of employees, customers, creditors, the communities in which Traprock operates, and other stakeholders.

 

Role of the Board

The key responsibilities of the Board are to:

•           Review, advance and approve Traprock’s:

– objectives and strategies,

– exploration and development programmes, and

– capital management.

•           Monitor Traprock’s businesses, financial performance, and corporate governance.

•           Oversee the financial position of Traprock.

•           Report to shareholders.

•           Ensure effective control systems are in place.

•           Appoint, and appraise, the Executive directors.

•           Oversee the senior management team in terms of:

–                    review of performance evaluation;

–                    succession planning; and

–                    remuneration.

•           Establish a culture of high ethical, environmental, heath and safety standards.

•           Ensure the Board is effective.

Directors’ independence

The board has adopted specific principles in relation to directors’ independence.  These state that to be deemed independent, a director must be a non-executive and:

·                     not be a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company

·                     within the last three years, not have been employed in an executive capacity by the company or been a director after ceasing to hold any such employment

·                     within the last three years not have been a principal of a material professional advisor or a material consultant to the company, or an employee materially associated with the service provided

·                     not be a material supplier or customer of the company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer

·                     must not have material contractual relationship with the company other than as a director

·                     not have been on the board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company

·                     be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company.

 

Materiality for these purposes is determined on both quantitative and qualitative bases.  An amount of over 5% of the individual directors’ net worth is considered material for these purposes. 

 

Role of Management

The management of the business of Traprock is conducted by the Executive director, as appointed by the Board, and by those other officers and employees to whom the management function is properly designated by the Executive director.

The Board sets authorities for the Executive director which are reviewed and updated as required.

A position description for the Executive director, and any other Executive director, is being developed and will be agreed between the Board and Executive director, along with periodic statements of the objectives of the Executive director.

 

Board Membership

The following principles have been adopted for the membership of the Board:

  • If the Chairman is a substantial shareholder of Traprock, another Non-Executive director, who is not a substantial shareholder, is appointed as Lead Independent Director.
  • The Lead Independent Director takes over Chairmanship of the Board in any matter in which the Chairman may be perceived to have a conflict of interest with shareholders generally, and acts as the primary point of contact for any person who may have a concern in this regard.
  • As required by law, the term of each Director (except the Managing director) is limited to three years, with one-third of the Board being subject to re-election by shareholders at each Annual General Meeting.

 

Board Nomination

Nominations for the Board are considered by the Board as a whole. The Board aims to ensure that it always has an appropriate diversity of qualifications, experience and expertise, consistent with the objectives of Traprock.

•           Suitable candidates for the Board are identified for appointment having regard to the skills desired and skills represented.

•           A formal letter of appointment is issued to all Directors.

•           Annually the Chairman will conduct a performance review of the Board focused on:

 ­–the overall effectiveness and competencies of the Board,

­– the availability and contribution of each individual Director,

 – effectiveness of Directors’ training and orientation, and

–succession planning.

 

 

 

Board Procedures

•           Each Director is expected to declare any actual or potential conflict of interest.

•           Where conflicts may arise, affected Directors absent themselves from Board deliberation and decisions.

•           Non-Executive directors regularly meet in private.

•           Where reasonably necessary, Directors may obtain independent advice with prior notification to the Chairman.

•           Directors are expected to be familiar with Traprock’s strategy, operations, financing and risks; Traprock must arrange suitable orientation and training.

•           Directors may access continuing education to ensure their skills and knowledge are up to date.

•           Directors have a right to expect all information relevant to Traprock’s business and performance to be presented at Board meetings, and can access further information on request.

•           Directors must maintain confidentiality of information learned by virtue of their position as Director.

•           Non-Executive directors must confirm they are able to devote such time as is necessary to carry out their duties on the Board.

•           Directors advise the Chairman prior to accepting new appointments.

 

 

Company Secretary

In recognition of the key role played by the Company Secretary:

•           The appointment of the Company Secretary must be approved by the Board.

•           All Directors have direct access to the Company Secretary.

•           The Company Secretary is expected to monitor Traprock’s corporate governance procedures, and advise of possible improvements.

 

Standards and Code of Conduct

It is the objective of the Board to foster a culture of high ethical and compliance standards.   To this end:

•           Directors must act honestly, in good faith, with high standards of care, diligence and enquiry, and in the best interests of Traprock as a whole.

•           All Directors and employees must abide by Traprock’s Code of Conduct.

•           Directors and senior management must not use their position to trade in Traprock’s securities, with all transactions being in accordance with Traprock’s Securities Trading Policy.

 

 

Financial Standards

Traprock is committed to high standards of financial integrity and reporting.

•           Financial reports are required to present a true and fair view, in all material respects, of Traprock’s financial condition and operating results.

•           A sound and effective system of risk management and internal control is required, consistent with Traprock’s Risk Management Policy.

•           An Audit Committee has been appointed to assist the Board in its consideration of financial policy and reporting.

 

 

Remuneration Standards

Traprock’s overriding remuneration principle is to provide a fair and sufficient incentive to attract, motivate and retain a high quality Board and management team, based upon rewarding performance which enhances shareholder value.

 

•           The remuneration of the senior management team may contain the following components:

– fixed salary and benefits,

–a short term incentive based on individual performance, and

– a long term incentive derived from consideration of the performance of both Traprock and the individual.

•           The remuneration of Non-Executive directors consists solely of fixed fees.

–Recognising the small capital base of Traprock, and the high risk inherent in exploration and development, consideration may be given from time to time to equity based incentives for Non-Executive directors, consistent with increasing shareholder wealth.

•           Traprock’s Annual Report discloses all components of the remuneration of Directors, including advice of any discretionary incentive payments, and the remuneration of executives in accordance with prevailing applicable rules.

 

Market Disclosure

In accordance with its obligations under relevant legislation:

•           Traprock keeps the market fully informed of information which may have a material effect of the price of Traprock’s shares.

•           Disclosures are to be:

–                    timely;

–                    factual;

–                    comprehensive; and

–                    understandable

•           Traprock’s Continuous Disclosure Policy sets the standards and procedures for information disclosure.

 

Shareholder Communications

Traprock aims to ensure that shareholders are well informed of all major developments affecting Traprock.   This programme includes:

•           Including in Traprock’s website:

–                    Annual, half yearly and quarterly reports and accounts

–                    Notices of general meetings

–                    All media and stock exchange releases

–                    Key policies

–                    Committee charters

–                    General Traprock profile

•           Facilitating the full participation by shareholders at Traprock’s Annual General Meeting.

•           Requiring the attendance of Traprock’s external auditor at the Annual General Meeting.

 

CODE OF CONDUCT

Traprock expects a high level of honesty, care, fair dealing and integrity in the conduct of Traprock’s business activities.   This policy sets forth the standards expected of all employees, inclusive of Traprock’s Directors.

•           Compliance:   All employees are expected to comply with the spirit and letter of all applicable laws, rules and regulations.

–                    Employees are expected to understand the laws and regulations relevant to their work.

•           Conflicts:   Conflicts of interest are to be avoided, and any actual or potential conflicts are to be reported to Traprock.

–                    Employees are not to exploit their position with Traprock for personal gain.

–                    Employees are not to have a significant ownership interest in any enterprise which may compromise loyalty to Traprock.

–                    Employees have a duty to bring business opportunities identified through the use of Company property, information or position to the attention of Traprock.

–                    Employees are not to act in ways which may cause others to question their loyalty to Traprock.

•           Fair Dealing:   All dealings with customers, suppliers, competitors, employees and other stakeholders in Traprock are to be conducted on fair and reasonable terms.

•           Company Assets and Property:   All assets of Traprock are to be properly used in the interests of Traprock, and safeguarded from loss and misuse.

•           Confidential Information:   Confidential or commercially sensitive information is not to be disclosed without proper authorisation.

–                    Continuous disclosure obligations are to be met in accordance with Traprock’s Continuous Disclosure Policy.

­–          Securities trading must be conducted in compliance with Traprock’s Securities Trading Policy.

•           Employment Practices:   Traprock subscribes to good employment practices, specifically:

–                    All employment practices are to be fair and non-discriminatory.

–                    A healthy and safe work place is to be maintained.

–                    Environmental obligations and good practices are to be recognised and respected.

–          The privacy rights of all individuals associated with Traprock are to be respected.

•           Gifts and Entertainment:   All business entertainment received or provided is to be reasonable and properly authorised.

–                    Gifts may only be accepted which are not in cash or equivalent, of small value, and appropriate to the business relationship.

–          No employee will make offers of, or receive, bribes or other improper payments.

•           Reporting:   Any circumstance, which an employee believes, in good faith, to be a breach of a law or this Code, is to be bought to the attention of the employee’s supervisor or to a more senior executive, who is in turn responsible for contacting senior management or the Company Secretary for guidance.

–                    Any person reporting such breaches will be protected from retribution.

–                    If reporting to a supervisor does not result in satisfactory action, or is not considered likely to result in satisfactory action, any employee may report suspected breaches to the Executive director, Chairman of the Audit Committee or Chairman of the Board.

–                    The Executive director is responsible for periodic reports to the Board on the operation and effectiveness of this Code.

 

 

CONTINUOUS DISCLOSURE POLICY

 

 

Objectives

Traprock’s disclosure policy and procedures are designed to comply with all applicable laws and regulations, and to ensure that investors can readily:

•           Have sufficient information to ascribe a fair value to Traprock’s securities;

•           Understand Traprock’s objectives and strategies; and

•           Examine Traprock’s financial position and growth prospects.

 

In this context, the legitimate information needs of investors are balanced with Traprock’s need to retain confidentiality of commercially sensitive or proprietary information.

 

Principles

 

In accordance with regulatory requirements, Traprock will immediately disclose information if a reasonable person would expect that information to have a material effect on the price of Traprock’s securities.

Material information may not be disclosed where it would be in the best interests of Traprock, and all of the following requirements are met:

•           A reasonable person would not expect the information to be disclosed; and

•           The information is confidential; and

•           One or more of the following conditions apply:

–                    Disclosure would breach the law;

–                    It is part of an incomplete proposal or negotiation;

–                    It comprises matters of supposition or is indefinite;

–                    It is generated for internal management purposes;

–                    It is a trade secret.

 

These exemptions are those applicable to Traprock under the listing rules of the Australian Securities Exchange (ASX).

As soon as possible after disclosure to ASX, all announcement will be posted on Traprock’s website.

 

Authorities

The Directors and officers of Traprock with the authority to disclose information publicly are:

•           Chairman

•           Managing Director

•           Company Secretary.

 

No other employee is to disclose material or commercially sensitive information about Traprock to external parties (media, analysts, shareholders, potential investors, etc.) without authorisation from the Chairman or Managing director.

 

 

Guideline to Employees

 

All employees who become aware of potentially price sensitive information which they reasonable consider may not be known to the Executive director or Board must immediately inform the Chairman, Executive director or Company Secretary of that information.

Employees are encouraged and requested to consider carefully whether information in their possession might fall into this category, and to seek the guidance of the Company Secretary if they are in any doubt.

No employee may respond to queries from the general media or analysts without the authority of the Executive director, and all such queries should immediately be referred to the Managing director, Chairman or Company Secretary.

 

 

Market Speculation

 

It is the policy of Traprock not to comment upon market rumours or speculation.  

If it is assessed to be in the best interest of shareholders, Traprock reserves the right to make comment if information is factually incorrect or misinterpreted.  

Additionally, Traprock will comment on market rumours if asked to do so by ASX because there could be a false market in Traprock’s securities.

 

 

Communications with Financial Markets

 

Traprock will treat all legitimate requests for information equally, and respond in as timely a manner as feasible.   However, as a general rule, no briefings will be made within two months of the scheduled date of release of Traprock’s half yearly and annual financial results, unless made in relationship to a specific ongoing exploration or development programme.

Group briefings, including participation in investor conferences and roadshows, may be made by Traprock.   All presentation materials used in such briefings will be lodged with ASX prior to commencement of the briefing, and posted on the website.

One-to-one briefings maybe conducted periodically by the Chairman or Executive director, or a designate of the Executive director, to provide background information and elaborate upon previously disclosed information.   No selective or differential disclosure of material information is permitted.   Where possible, two company representatives will attend such briefings.

If material information is inadvertently disclosed at any briefing, that information will be formally disclosed to ASX immediately after the briefing,

 

 

Draft Analyst Reports

 

When reviewing analysts’ financial models or draft research reports, material comments will be confined to information Traprock has publicly issued.

It may be appropriate to provide comment where the report has overlooked certain previously disclosed facts or trends related to historical performance or public information.

Traprock may question assumptions that the analyst used to reach conclusions, based on previously disclosed information, but not the conclusions themselves.

 

 

Oversight

 

The Company Secretary has been assigned responsibility for the oversight to Traprock’s disclosure policy and actions.

All queries in relationship to this policy should be made, in the first instance, to the Company Secretary.

The Company Secretary is responsible for periodic reports to the Board on the operation and effectiveness of this Policy.

 

SECURITIES TRADING POLICY

 

1.    SUMMARY OF THIS POLICY

This policy is to clarify the obligations on Employees, including Directors and Officers, in relation to trading in the Company’s Securities, should they wish to buy and sell Traprock Mining Limited ("Traprock") Securities.

All queries regarding issues raised in this policy should be directed to the Company Secretary.

2.    INTRODUCTION

The purpose of this policy is to ensure that Traprock's Directors, Officers, Consultants, Advisers, Senior Management and other Employees are aware of and abide by the legal restrictions on trading securities while in possession of inside information. This policy is designed to ensure that public confidence in Traprock is maintained.

This requires that the Company actively promote ethical and responsible decision making in relation to trading in its Securities. To achieve this, the Board recognises the need, and the ASX obligation under the ASX Listing Rules, to have a policy concerning the trading of Securities of Traprock.

This share trading policy has been approved by the Traprock Board and regulates dealings by the Company’s Directors, Employees and Associates in shares, options, and other Securities issued by Traprock.

 

3.    EMPLOYEE'S COVERED BY THIS POLICY

For the purposes of this policy Employees include:

·         Executive and non‐executive Directors, Company Secretaries, full time, part-time and casual Employees.

·         The spouse, partner or children of any of the above;

·         A trust, company or investment vehicle controlled by any of the above; and

·         Contractors, Consultants, and Advisers of the Company.

 

 

4.    SECURITIES

This policy applies to all securities issued by the Company, and includes the following types of securities:

(a)       shares, share acquisition rights and options;

(b)       debentures (including bonds and notes);

(c)        derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the-counter options) whether settled by cash or otherwise, (Company Securities).

 

The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have Inside Information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale.

 

5.    INSIDER TRADING

No person who has inside information about a company may:

(a)       buy or sell securities in a company, or enter in an agreement to buy or sell securities, or exercise options over securities, or otherwise apply for, acquire or dispose of securities;

(b)       encourage someone else to deal in securities in that company; or

(c)        directly or indirectly provide that information to another person where they know, or ought to know, that the person is likely to deal in securities or encourage someone else to deal in securities of that company. Traprock persons must not communicate price-sensitive information or cause that information to be communicated to another person other than for Traprock's business purposes, and then only subject to appropriate confidentiality arrangements.

 

5.1       Employee share schemes

The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.

 

6.    GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES

 

6.1       General rule

Key Management Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods:

a)            two weeks prior to, and 48 hours after the release of the Company’s Annual Financial Report;

b)            two weeks prior to, and 48 hours after the release of the Consolidated Half Year Financial Report of the Company;

c)            two weeks prior to, and 48 hours after the release of the Company’s quarterly reports; and

d)            48 hours after the Company announces price sensitive information.

 

(together the Closed Periods).

 

The Company may at its discretion vary this rule in relation to a particular Closed Periods by general announcement to all Key Management Personnel either before or during the Closed Periods. However, if a Key Management Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time.

 

6.2       No short term trading of the Company's securities

Key Management Personnel should never engage in short-term trading of the Company’s securities except for the exercise of options where the shares will be sold shortly thereafter.

 

6.3       Securities in other companies

Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.

 

6.4 Exceptions

 

(6.4.1) Key Management Personnel may at any time:

(a)          acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;

(b)          acquire Company securities under a bonus issue made to all holders of securities of the same class;

(c)          acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;

(d)          acquire, or agree to acquire or exercise options under an employee incentive scheme (as that term is defined in the ASX Listing Rules);

(e)          withdraw ordinary shares in the Company held on behalf of the Key Management Personnel in an employee incentive scheme (as that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme;

(f)           acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;

(g)          transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;

(h)          make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;

(i)            where a restricted person is a trustee, trade in the securities of the Company by that trust, provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;

(j)            undertake to accept, or accept, a takeover offer;

(k)          trade under an offer or invitation made to all or most of the security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;

(l)            dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin lending arrangement;

(m)         exercise (but not sell securities following exercise) an option or a right under an employee incentive scheme, or convert a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so; or

(n)          trade under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy.

 

(6.4.2) In respect of any share or option plans adopted by the Company, it should be noted that it is not permissible to provide the exercise price of options if selling occurs outside the periods specified in paragraph 6.1.

Were this is to occur at a time when the person possessed inside information, then the sale of Company securities would be a breach of insider trading laws, even though the person’s decision to sell was not influenced by the inside information that the person possessed and the person may not have made a profit on the sale.

Where Company securities are provided to a lender as security by way of mortgage or charge, a sale that occurs under that mortgage or charge as a consequence of default would not breach insider trading laws.

 

 

7     APPROVAL AND NOTIFICATION REQUIREMENTS

 

7.1       Approval requirements

 

Any Key Management Personnel (other than the Chairman) wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Chairman or the Board before doing so.

 

If the Chairman wishes to buy, sell or exercise rights in relation to the Company’s securities, the Chairman must obtain the prior approval of the Board before doing so.

 

7.2       Approval to buy and sell securities

 

All requests to buy or sell securities as referred to in paragraph 7.1 must include the intended volume of securities to be purchased or sold and an estimated time frame for the sale or purchase.

 

Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or sale transaction.

 

8     NOTIFICATION

 

Subsequent to approval obtained in accordance with paragraphs 7.1 and 7.2, any Key Management Personnel who (or through his or her Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary in writing of the details of the transaction within five (5) business days of the transaction occurring. This notification obligation operates at all times but does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme.

 

9     KEY MANAGEMENT PERSONNEL SALES OF SECURITIES

 

Key Management Personnel need to be mindful of the market perception associated with any sale of Company securities and possibly the ability of the market to absorb the volume of shares being sold. With this in mind, the management of the sale of any significant volume of Company securities (ie a volume that would represent a volume in excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20 trading days) by a Key Management Personnel needs to be discussed with the Board and the Company’s legal advisers prior to the execution of any sale. These discussions need to be documented in the form of a file note, to be retained by the Company Secretary.

 

 

10       EXEMPTIONS FROM CLOSED PERIOD RESTRICTIONS DUE TO EXCEPTIONAL CIRCUMSTANCES

 

Key Management Personnel who are not in possession of inside information in relation to the Company, may be given prior written clearance by the Managing Director (or in the case of the Managing Director by all other members of the Board) to sell or otherwise dispose of Company securities in a Closed Period where the person is in severe financial hardship or where there are exceptional circumstances as set out in this policy.

 

11     SEVERE FINANCIAL HARDSHIP OR EXCEPTIONAL CIRCUMSTANCES

 

The determination of whether a Key Management Personnel is in severe financial hardship will be made by the Managing Director (or in the case of the Managing Director by all other members of the Board).

 

A financial hardship or exceptional circumstances determination can only be made by examining all of the facts and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions.

 

Key Management Personnel may be in severe financial hardship if they have a pressing financial commitment that cannot be satisfied other than by selling the securities of the Company.

 

In the interests of an expedient and informed determination by the Managing Director (or all other members of the Board as the context requires), any application for an exemption allowing the sale of Company securities in a Closed Period based on financial hardship must be made in writing stating all of the facts and be accompanied by copies of relevant supporting documentation, including contact details of the person’s accountant, bank and other such independent institutions (where applicable).

 

Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.

 

Exceptional circumstances may apply to the disposal of Company securities by a Key Management Personnel if the person is required by a court order, a court enforceable undertaking for example in a bona fide family settlement, to transfer or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so.

 

Any application for an exemption allowing the sale of Company securities in a Closed Period based on exceptional circumstances must be made in writing and be accompanied by relevant court and/or supporting legal documentation (where applicable).

 

Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.

 

 

12     ASX NOTIFICATION FOR DIRECTORS

 

The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities of the Company (either personally or through an Associate) which results in a change in the relevant interests of a Director in the securities of the Company. The Company has made arrangements with each Director to ensure that the Director promptly discloses to the Company Secretary all the information required by the ASX.

 

13     COMPLIANCE WITH THIS POLICY

 

Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities.

 

14     BREACH OF THIS POLICY

 

A breach of this policy will be regarded as serious and may lead to disciplinary action, including dismissal.

 

 

DIVERSITY POLICY

 

Introduction

 

The Board of Traprock Mining Limited ACN 614 830 821 (Company) is committed to workplace diversity and has adopted a Diversity Policy which outlines the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Company performance. The Company recognises the benefits arising from diversity and seeks to attract individuals who strive for excellence and embrace the Code of Conduct.

 

The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of any measurable objectives and recognises the provisions of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles) on diversity. To the extent practicable, the Company will address the recommendations and guidance provided in the ASX Principles.

 

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background or any other characteristic that makes individuals different from one another.

 

This policy does not form part of an employee’s contract of employment with any the Group companies, nor gives rise to contractual obligations. However, to the extent that the Policy requires an employee to do or refrain from doing something and at all times subject to legal obligations, this policy forms a direction of the Company with which an employee is expected to comply.

 

Objectives

 

The objective of this Diversity Policy is to provide a framework for the Company to achieve:

a.            A culture in the workplace that is characterised by inclusive practices and an environment that is beneficial for all staff;

 

b.            A diverse and skilled workforce, striving to continuously improve while achieving corporate goals;

c.            Improved employment and career development opportunities for women;

d.            A work environment that recognises people’s performance while respecting their individual differences;

e.            A Company that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives; and

f.             Awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.

 

collectively, the “Objectives”.

 

The Diversity Policy does not impose on the Company, its directors, officers, agents or employees any obligation to engage in, or justification for engaging in, any conduct which is illegal or contrary to any anti-discrimination or equal employment opportunity legislation or laws in any jurisdictions that the Group operates in.

 

Responsibilities

The Board’s Commitment

The Board is committed to workplace diversity, and with a particular focus on improving the representation of women at the senior level of the Company and on the Company Board.

The Remuneration and Nomination Committee is responsible for:

a)           developing measurable objectives and strategies, where possible, to meet the Objectives of the Diversity Policy (Measurable Objectives); and

b)           monitoring the progress of the Measurable Objectives through the strategies as well as monitoring, evaluation and reporting mechanisms listed below.

The Remuneration and Nomination Committee will conduct all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of candidates, using external experts where necessary.

 

Strategies

The Company’s diversity strategies include:

a)        We promote diversity by employing people who have diverse political beliefs, languages, genders, gender identities, impairments and abilities, ages, ethnicities, cultural backgrounds, sexual orientations, religious beliefs, parental and family responsibilities and social backgrounds.

b)           Recruiting from a diverse pool of candidates for all positions, including senior management and the Board;

c)            Implementing programs to develop a broader skill and experience pool of senior management and board candidates, including targeted training and development and by identifying specific factors to take in to account during the recruitment and selection processes;

d)           Developing a culture which takes account of domestic responsibilities of employees;

e)           Reviewing succession plans to ensure an appropriate focus on diversity; and

f)             Any other strategies the Board develops from time to time.

 

Reporting

The Board will include on their website each year:

a)           Measurable Objectives, if any, set by the Board;

b)           Progress against achieving the Objectives; and

c)            The proportion of women employees in the whole organisation, at senior management and Board level.

 

Review of Policy

The Board shall review this Policy annually.

 

 

 RISK MANAGEMENT POLICY

 

 

Principles

Risk recognition and management are viewed by Traprock as integral to the company’s objectives of creating and maintaining shareholder value, and the successful execution of Traprock’s strategies in exploration and development.

The board as a whole is responsible for oversight of the processes by which risk is considered for both ongoing operations and prospective actions.   In specific areas, it is assisted by the Audit Committee.

Management is responsible for establishing procedures which provide assurance that major business risks are identified, consistently assessed and appropriately addressed.

Not all aspects of risk management can be formalised, and Traprock places considerable reliance on the skill, experience and judgement of its people to take risk managed decisions within the policy framework, and to communicate openly on all risk related matters.

 

 

Risk Framework

 

Key elements of the framework for the management of risk by Traprock are:

•           Oversight of the company’s financial affairs by the Audit Committee.

•           The formulation of programmes for exploration and development.

•           Regular reporting against established targets.

•           Approval guidelines for exploration and capital expenditure.

•           Regulatory compliance programmes and reporting in key areas such as safety and environment.

•           Management of capital and financial risk.

•           An annual insurance programme.

•           Oversight of the conduct of contractors.

 

 

Risk Evaluation and Control

 

The management team, under the leadership of the Executive director, is requested to draw together from within their ranks a group who periodically meet to identify and assess specific business risks.   The group has experience in all of Traprock’s  activities and is broadly conversant with Traprock’s business plans, objectives and values.

Based on reviews of each segment of Traprock’s business, an overall profile of the risks of Traprock is established.

•           Identified risks are assessed in terms of potential consequences and likelihood.

•           Risks are ranked in accordance with their likely impact.

•           The acceptability of each identified risk is assessed.

•           Proposed actions to eliminate, reduce or manage each material risk are considered and agreed.

•           Responsibilities for the management of each risk are assigned.

The overall results of this assessment are presented to the Board at least annually, and updated as needed.

Periodic review is made at least annually of the effectiveness and suitability of the risk management plan.

 

AUDIT COMMITTEE CHARTER

 Scope and Purpose

 

The Audit Committee provides advice and assistance to the Board in fulfilling the Board’s responsibilities relating to:

 

•           the Company’s financial statements,

•           financial and market reporting processes,

•           internal accounting and financial control systems,

•           internal control,

•           external audit, and

•           such other matters as the Board may request from time to time.

 

Composition

•           Membership:   Given the size of the Company, all Directors are members of the Audit Committee

•           Chair:   An independent Director, nominated by the Board, who may not be Chairman of the Board.

•           Qualifications:   The Board aims to ensure the Committee has sufficient business, industry and financial experience to act effectively.   At least one member must have accounting or related financial management expertise.

•           Secretary:   The Company Secretary.

 

 

Responsibilities

·         Standards and Quality:   The Committee oversees the adequacy and effectiveness of the Company’s accounting and financial policies and controls, including periodic discussions with management and external auditors, and seeks assurance of compliance with relevant regulatory and statutory requirements.

·         Financial Reports:  The Committee oversees the Company’s financial reporting process and reports on the results of its activities to the Board. Specifically, the Committee reviews, with management and the external auditor, the Company’s annual and interim financial statements and reports to Shareholders, seeking assurance that the external auditor is satisfied with the disclosures and content of those financial statements.

·         External Audit:  The Committee discusses with the external auditors the overall scope and plans for their audit activities, including staffing, contractual arrangements and fees. It reviews all audit reports provided by the external auditor. The Committee also specifically reviews any proposed activity or service by the providers of the external audit unrelated to external audit assurance activities.   

·         Appointment of External Auditor:  The Board appoints the external auditor. The Committee reviews the performance of the external auditor annually, and can recommend to the Board any changes to the selection it deems appropriate.

·         Internal Control:  The Committee examines the adequacy of the nature, extent and effectiveness of the internal control processes of the Company.

·         Risk Management:  While the oversight of the risk management framework of the Company is a responsibility of the Board as a whole, the Committee considers the risk implications of all matters it considers, and ensures these are reflected in the overall risk management activities of the Company.

 

 

Processes

 

·         Communications:  The Committee maintains free and open communications with the external auditors and management. The Committee regularly meets with the external auditors without representatives of management to discuss the adequacy of the Company’s disclosures and policies, and to satisfy itself regarding the external auditor’s independence from management.

·         Reporting:  The issues discussed at each Committee meeting are reported at the next Board Meeting.

·         Access:  In exercising its oversight role, the Committee may investigate any matter relevant to its charter or relating to its role and scope, and for this purpose has full access to the Company’s records, personnel and any required external support.

·         Standards:  The Committee reviews, and may recommend to the Board any necessary action to uphold, the overall quality of the Company’s financial reporting and practices.

·         Charter:   The Committee reviews and reassesses this Charter at least annually, and recommends any changes it considers appropriate to the Board.

·         Special Reviews:  The Committee may undertake any other special duties as requested by the Board.