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Corporate Governance and Policies

The Anchor Resources Limited group (“Anchor”), through its Board and executives, recognises the need to establish and maintain corporate governance policies and practices that reflect the requirements of the market regulators and participants, and the expectations of members and others who deal with Anchor. These policies and practices remain under constant review as the corporate governance environment and good practices evolve.

ASX Corporate Governance Principles and Recommendations

Anchor is currently a listed company with a small market capitalisation and where its processes do not necessarily fit the model of the ASX Corporate Governance Principles and Recommendations, the Board believes that there are good reasons for the different approach being adopted. Reporting against the 8 Principles, we advise as follows:

Principle 1: Lay solid foundations for management and oversight

1.1 A listed entity should disclose:

(a) the respective roles and responsibilities of the board and management
(b) those matters expressly reserved to the board and those delegated to management.

The primary responsibilities of Anchor's board include:

(i) The establishment of long term goals of the Company and strategic plans to achieve those goals;
(ii) The review and adoption of the annual business plan for the financial performance of the company and monitoring the results on a monthly basis;
(iii) The appointment of the Managing Director, or equivalent;
(iv) Ensuring that the Company has implemented adequate systems of internal control together with appropriate monitoring of compliance activities; and
(v) The approval of the annual and half-yearly statutory accounts and quarterly activities and quarterly cash flow reports.

The Board meets on a regular basis, at least bimonthly, to review the performance of the Company against its goals both financial and non-financial. Prior to the scheduled monthly board meetings, each board member is provided with a formal board package containing appropriate management and financial reports.

The responsibilities of senior management including the Managing Director are contained in letters of appointment and job descriptions given to each appointee on appointment and updated at least annually or as required.

The primary responsibilities of senior management are:

(i) Achieve Anchor's objectives as established by the Board from time to time;
(ii) Operate the business within the cost budget set by the Board;
(iii) Assess new business opportunities of potential benefit to the Company;
(iv) Ensure appropriate risk management practices and policies are in place;
(v) Ensure that Anchor’s appointees work with an appropriate Code of Conduct and Ethics; and
(iv) Ensure that Anchor's appointees are supported, developed and rewarded to the appropriate professional standards.

1.2 A listed entity should:

a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director; and
b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The board of Anchor undertakes appropriate checks prior to appointing a person, or putting a person forward to shareholders as a candidate for election as a director.  These include checks as to the person’s character, experience, education, criminal record and bankruptcy history.

Information about a candidate standing for election or re-election as a director will be provided to shareholders to enable them to make an informed decision on whether or not to elect or re-elect the candidate.  This information may include:

• biographical details, including relevant qualifications, experience and skills;
• details of other material directorships;
• a statement regarding whether the director qualifies as independent;
• any material adverse information or potential conflicts of interest, position or association;
• the term of office currently served (for directors standing for re-election); and
• a statement whether the board supports the election or re-election of the candidate.

1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

All directors and senior executives of Anchor have a written agreement with the Company setting out the terms of their appointment.

1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Company Secretary of Anchor is accountable to the board on all governance matters and reports directly to the Chairman as the representative of the board.

The Company Secretary is appointed and dismissed by the board.

The Company Secretary’s advice and services are available to all directors.

1.5 A listed entity should:

a) have a diversity policy which includes requirement for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;
b)  disclose that policy or a summary of it; and
c) disclose at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:
   1. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purpose); or
   2. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators” as defined in and published under that Act.

The Company has, as yet, no established policy in relation to gender diversity. The company has a board of four members and only three full time employees and as a consequence the opportunity for creating a meaningful gender diversity policy is limited.

The Company will disclose at the end of each reporting period the respective proportions of men and women on the board and in senior executive positions.  Currently Company personnel comprise the board which has four members, none of which are women and three employees one of which is a women.

1.6 A listed entity should:

a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board undertakes an annual performance evaluation of itself that:

• compares the performance of the Board with the requirements of its Charter; and
• effects any improvements to the Board Charter deemed necessary or desirable.

The Anchor board has four board members, who are in regular contact with each other as they deal with matters relating to Anchor’s business. The board uses a personal evaluation process to review the performance of directors, and at appropriate times the Chairman takes the opportunity to discuss Board performance with individual directors and to give them his own personal assessment. The Chairman also welcomes advice from Directors relating to his own personal performance. The Remuneration Committee determines whether any external advice or training is required. The Board believes that this approach is appropriate for a company of the size of Anchor which has a small market capitalisation.

1.7 A listed entity should:

a) have and disclose a process for periodically evaluating the performance of its senior executives; and
b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The performance of all senior executives and appointees is reviewed at least once a year. The performance of all senior executives is currently reviewed by the Non-Executive Chairman, in conjunction with the board’s Remuneration and Nominations Committee. They are assessed against personal and Company Key Performance Indicators established from time to time as appropriate for Anchor. 

The Anchor Corporate Governance Charter is available on the Anchor web site, and includes sections that provide a board charter. The Anchor board reviews its charter when it considers changes are required.
Principle 2: Structure the Board to add value

2.1 The board of a listed entity should:

a) have a nomination committee which;
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director;
and disclose
(3) the charter of the committee
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meeting; or 
b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

The nomination committee is comprised of Vaughan Webber (Committee Chairman) and Ronald Norman (Sam) Lees. Both directors are non-executive and independent. Anchor considers this is adequate given the limited size of the company and number of employees/consultants.

There is no current board charter for nominations.

New directors are selected after consultation of all board members and their appointment voted on by the board.  Each year, in addition to any board members appointed to fill casual vacancies during the year, one third of directors retire by rotation and are subject to re-election by shareholders at the Annual General Meeting.

The number of times the committee meets is disclosed in the annual report.

2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its memberships.
During the 2016 financial year, the Anchor board conducted a governance skills review regarding the skills, knowledge and experience of the current board.  The skills matrix is set out in the table below. The skills matrix below remains relevant.

 

 

 

The Anchor board has determined that any addition to board membership must be independent of shareholders and management.

2.1 A listed entity should disclose:

a) the names of the directors considered by the board to be independent directors;
b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the Principles but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
c) the length of service of each director.

The Chairman, Mr Jianguang Wang, is a Non-executive chairman, however is not considered independent given his significant shareholding in the Company. Mr Wang has served as a director since 9 June 2011.

Mr Vaughan Webber, non-executive director and chairman of the audit committee and remuneration committee is considered to be independent and has served as a director since 18 August 2011.

Mr Ronald Norman (Sam) Lees, non-executive director, is considered to be independent, and has served as a director since 16 January 2012.

Mr Ian Price, Executive Director, is not considered to be independent. Mr Price has been a director since 9 June 2011.

2.2 A majority of the board of a listed entity should be independent directors.

Two directors being Mr Webber and Mr Lees are considered to be independent directors. The Board considers that this is an adequate balance given Anchor is a company with a small market capitalisation.

2.3 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Mr Jianguang Wang, the non-executive chairman given his substantial shareholding is not considered to be independent. Mr Wang is not the CEO of the Company.

2.4 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

Anchor Resources Limited has a program for induction of new directors.  Directors are active in undertaking professional development opportunities for the purpose of development and maintenance of their skills.  Such activities are reported as part of the board’s governance skills review, which also assists in identifying areas requiring further development.

Principle 3: Act ethically and responsibly

3.1 A listed entity should:

(a) have a code of conduct for its directors, senior executives and employees; and
(b) disclose that code or a summary of it.

Anchor’ policies contain a formal code of conduct that applies to all directors and employees, who are expected to maintain a high standard of conduct and work performance, and observe standards of equity and fairness in dealing with others. The detailed policies and procedures encapsulate the company’s ethical standards. The code of conduct is contained in the Anchor Corporate Governance Charter, see www.anchorresources.com.au.

Principle 4: Safeguard integrity in corporate reporting

4.1 the board of a listed entity should:

(a) have an audit committee which
(1) has at least three members, all of who are non-executive directors and a majority of whom are independent directors; and
(2) is chaired by an independent director, who is not a chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications of the members of the committee; and
(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Given that Anchor is a company with a small market capitalisation, the Audit committee is comprised of two directors Mr Vaughan Webber (Audit Committee Chairman) and Mr Sam Lees, both non-executive independent directors.

The company has adopted an Audit Committee charter. It is publicly available on the Anchor website.

The Audit Committee meets during the course of the year with the number of meetings recorded in the annual report. Mr Vaughan Webber has extensive business experience in accounting and corporate finance, and substantial experience with ASX listed companies. Mr Ronald Norman (Sam) Lees is a senior geologist with substantial technical experience who is able to assist the company, amongst other matters, in the assessment of the carrying value of exploration projects. 

The Audit Committee provides a forum for the effective communication between the board and external auditors. The committee reviews:

• The annual and half-year financial reports and accounts prior  to their approval by the board;
• The effectiveness of management information systems and systems of internal control; and
• The efficiency and effectiveness of the external audit functions.

The committee meets with and receives regular reports from the external auditors concerning any matters that arise in connection with the performance of their role, including the adequacy of internal controls.

The Audit Committee also reviews the Anchor Corporate Governance and Risk Management processes to ensure that they are effective for a listed public company that currently has a small market capitalisation.

4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, received from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Declarations regarding the financial statements are received from the CEO (or person currently fulfilling this role) and CFO.   The board received such declarations for the half year and annual reports for 2016.

4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
Anchor’s auditor attends the Company’s AGM in person and is available to answer questions from security holders relevant to the audit.

Principle 5: Make timely and balanced disclosure

5.1 a listed entity should:
(a) have a written policy for complying with is continuous disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.

The Anchor Board and senior management are conscious of the ASX Listing Rule Continuous Disclosure requirements, which are supported by the law, and take steps to ensure compliance. The Company has a policy, which can be summarised as follows:

• the Board, with appropriate advice, determines whether an announcement is required under the Continuous Disclosure principles;
• all announcements are approved by the Board, and monitored by the Company Secretary; and
• all media comment is handled by a nominated Non-executive Director.

Anchor believes that the internet is now the best way to communicate with shareholders and provides detailed announcements to the Australian Securities Exchange on a regular basis to ensure that shareholders are kept well informed on Anchor’ activities. Anchor’s Continuous Disclosure Policy is available on the Governance page of the Company’s website: www.anchorresources.com.au.

Principle 6: Respect the rights of security holders

6.1 A listed entity should provide information about itself and its governance to investors via its website.

Anchor’s website includes a Governance page, which includes a copy of this Corporate Governance Statement and various governance policies.  

6.2 A listed entity should design and implement and investor relations program to facilitate effective two-way communication with investors.

The Company’s Shareholder Communication Policy, which is available on the Governance page of its website, summarises the Company’s communication program, including regular reporting, email alerts, active participation at the Company’s AGM and encouragement of shareholder communications.   

6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Notices of the Annual General Meeting, together with accompanying information such as the explanatory memorandum, are sent to shareholders, either by mail or email, depending on the shareholder’s election, and are also placed on the Company’s website.  Shareholders are encouraged to attend the Annual General Meeting and to ask questions.

6.4 A listed entity should give security holders the option to receive communications from, and send communication to, the entity and its security registry electronically.

The Company provides an email alert service.  Shareholders are encouraged to register for this service through the Company’s website and once registered will receive information by email, including ASX releases, annual and other reports, company presentations and notices of general meetings.

Shareholders may also elect to receive communications from the Company’s share Registrar, Security Transfer Registry, by email.

Principle 7: Recognise and manage risk

7.1 The board of a listed entity should:

(a) have a risk committee to oversee risk which:
(1) has at least three members, a majority of who are independent directors; and
(2) is chaired by an independent director;
and disclose
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;
or
(b) if it does not have a risk committee, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

The board has determined that while it is comprised of only four members the board as a whole will perform the tasks and functions generally assumed by a risk committee.

The Company has established policies for the oversight and management of material business risks.  The Company’s Risk Management Policy is available on the Governance page of its website: www.anchorresources.com.au. This document sets out the Company’s policy and processes for risk management and the roles and responsibilities of the board, executives and employees.

Anchor has incorporated risk management into its decision making and business planning processes so that risks are identified, analysed, ranked and appropriate risk controls and risk management plans are put into place to manage and reduce the identified risks, with all identified risks entered into a Risk Register. 

The risk identification and management system, including the Risk Register, is reviewed annually by senior management and the board and policies and practices upgraded where issues are identified that require attention. Reviews of specific items are undertaken by senior management where issues are identified and immediate action is required.

Risk is a standing item on the agenda of board meetings, for reporting against identified material business risks.

7.2 The board or a committee of the board should:

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and
(b) disclose in relation to each reporting period, whether such a review has taken place.

Anchor’s risk policy and risk register is reviewed by the Board of Directors annually to coincide with the preparation and lodgement of the Company’s Annual Report.  A review was undertaken in the financial year ending 30 June 2016.

7.3 A listed entity should disclose:

(a) If it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The board has determined that, consistent with the size of the Company and its activities, an internal audit function is not currently appropriate. As noted regarding recommendations 7.1 and 7.2 above and regarding Principle 4 above, the board has adopted a Risk Management Policy and processes appropriate to the size of Anchor to manage the company's material business risks and to ensure regular reporting to the board on whether those risks are being managed effectively in accordance with the controls that are in place. 

7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and if it does, how it manages or intends to manage those risks.

The Group has developed a series of operational risks which the Group believes to be reflective of the industry and geographical locations in which the Group operates. These risk areas are provided here to assist investors to have an understanding of risks faced by the Group and the industry in which we operate.

The key risks are, and not limited to:

- fluctuations in commodity prices and exchange rates;
- success or otherwise of exploration activities;
- reliance on licenses, permits and approvals from governmental and land owners authorities;
- loss of key management;
- ability to obtain additional financing; and
- changed operating, market or regulatory environments.

The board has reviewed the Company’s exposure to economic, environmental and social sustainability risks and determined that, given the nature of its activities and the fact that the Company is reliant on raising funds for continued activities from shareholders or other investors, this represents a material economic risk.  The Company’s financial position is monitored on a regular basis and processes put into place to ensure that fund raising activities will be conducted in a timely manner to ensure the Company has sufficient funds to conduct its activities.

Principle 8: Remunerate fairly and responsibly

8.1 The board of a listed entity should:

(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director,
and disclose
(3)  the charter of the committee
(4) The members of the committee; and
(5) As at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings,
;  or
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Anchor has a remuneration committee. The committee comprises non-executive independent directors Mr Vaughan Webber and Mr Ronald Norman (Sam) Lees. The Board believes that this is adequate given the limited number of executives, employees and consultants.

Anchor considers that the structure of its Remuneration Committee is appropriate for a company with a small market capitalisation. The Remuneration Committee is chaired by the independent director, Mr Vaughan Webber.

Given the limited number of personnel the Company does not have a charter and determines on a case by case basis, the terms and conditions of employment of company executives and consultants, including remuneration. Senior executives remuneration packages are reviewed by reference to Anchor’s performance, the executive director’s or senior executive’s performance, as well as comparable information from industry sectors and other listed companies in similar industries, which is obtained from external remuneration sources. This ensures that base remuneration is set to reflect the market for a comparable role.

8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

The remuneration details of non-executive directors, executive directors and senior management are set out in the Remuneration Report that forms part of the Directors’ report.

The performance of the executive director and senior executives is measured against criteria agreed annually and bonuses and incentives are linked to predetermined performance criteria and may, with shareholder approval, include the issue of shares and / or options.

There are no schemes for retirement benefits, other than statutory superannuation for non-executive directors.

8.3 A listed entity which has an equity-based remuneration scheme should:

8.3.1 have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

8.3.2 disclose that policy or a summary or it.

The Company’s Security Trading Policy, a copy of which is available on the Governance page of the Company’s website www.anchorresources.com.au, sets out restrictions on participation by staff in hedging arrangements over the Company’s securities issued pursuant to any share scheme, performance right’s plan or option plan.   In particular:

• Staff are prohibited from in hedging arrangements over unvested securities; and
• Vested securities may only be hedged once they are exercised into shareholdings and only under the following conditions:
   o the details of the hedge are fully disclosed to the Chairman and the Company Secretary (and to ASX and in the Annual Report, as appropriate);  
   o the hedge transaction is treated as a dealing in securities and the restrictions and requirements of the Securities Trading Policy are satisfied; and
   o all holding locks have been removed from the relevant securities.

 

 

 

 

 

 

 

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