Corporate Governance Statement
Lachlan Star has in place corporate governance practices that are formally embodied in corporate governance policies and codes adopted by the Board (the Policies). The aim of the Policies is to ensure that the Company is effectively directed and managed, that risks are identified, monitored and assessed and that appropriate disclosures are made.
In preparing the Policies, the directors considered the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (ASX Principles). The Board has adopted these ASX Principles, subject to the departures noted below.
The directors incorporated the ASX Principles into the Policies to the extent that they were appropriate, taking into account the Company’s size, the structure of the Board, its resources, and its proposed activities. The Board has adopted the following Policies.
Statement and Charters
- Corporate Governance Statement
- Board Charter
- Audit Committee Charter
Policies and Procedures
- Code of Conduct
- Trading in Company Securities
- Risk Management Policy (within the Board and Audit Committee Charters)
- Shareholder Communication Strategy
- Continuous Disclosure Policy
- Safety Policy
- Environmental Policy
As the Company and its activities grow, the Board may implement additional corporate governance structures and committees.
The Company's corporate governance Policies are available on the Company's website at www.lachlanstar.com.au.
Set out below is the ‘If not, why not?’ report in relation to matters of corporate governance in which the Company’s practices depart from the ASX Principles and Best Practice Recommendations.
ASX Principle 2
-
Recommendation 2.1 recommends that a majority of a company's board should be independent directors. The Company currently has two independent and two non-independent directors.
Explanation for departure
The Board considers that the Company is not currently of a size or complexity to require a third independent director. If the Company's activities increase in size scope and/or nature the appointment of a third independend director will be considered by the Board.
ASX Principle 2
-
Recommendation 2.2 recommends that the Chairman of a company's board should be an independent director. The Chairman is not an independent director.
Explanation for departure
The Board considers that the Company is not currently of a size or complexity to require a third independent director. If the Company's activities increase in size scope and/or nature the appointment of a third independend director will be considered by the Board.
ASX Principle 2
-
Recommendation 2.4 recommends that a company should establish a Nomination Committee. The role of the Nomination Committee is undertaken by the whole Board.
Explanation for departure
The board considers that the Company is not currently of a size to justify the formation of a Nomination Committee. The Board as a whole undertakes the process of reviewing the skills base and experience of existing directors to enable indentification or attributes required in new directors. Where appropriate independent consultants are engage to identify possible new candidates for the Board.
ASX Principle 4
-
Recommendation 4.2. The Audit Committee only consists of two members, only one of which is independent.
Explanation for departure
The Board considers that the Company is not currently of size or complexity to require a third member of the Audit Committee. If the Company's activities increase in size, scope and/or nature the appointment of a third Audit Committee member will be considered by the Board.
ASX Principle 8
-
Recommendation 8.1 recommends that a company should establish a Remuneration Committee. The role of the Remuneration Committee is undertaken by the whole Board.
Explanation for departure
Given the change in Board and management in September 2007 this what not considered necessary in the Reporting Period. A review of the functioning of the Board in general did occur by way of an informal review by the Chairman during the regular Board meetings.
In relation to the above, the director’s believe that, notwithstanding the Company’s departures from the ASX Principles, the Board 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 the size and maturity of the Company.