Targeting gold production, unlocking VMS potential
The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. To the extent they are applicable, the Company has adopted the Corporate Governance Principles and Recommendations ("Recommendations") as published by ASX Corporate Governance Council in August 2007 (2nd Edition).
The Board sets out below its "if not, why not" report in relation to those matters of corporate governance where the Company's practices depart from the Recommendations.
Recommendations 2.4 and 2.6 state that the Board should establish a nomination committee and that the charter of the nomination committee should be disclosed. The Company does not have a separately established nomination committee or a specific nomination charter. Given the current size of the Board, the Board considers that this function is efficiently achieved with full Board support. Further, the Board has set out some of its nomination processes in its Board Charter.
Recommendations 4.1 and 4.2 states that the Board should establish an audit committee and structure it in accordance with the recommendation. The Board of Southern Cross Goldfields considers that the Board is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of an audit committee. Instead the functions of the audit committee are undertaken by the full Board. The Board has established an Audit and Compliance Charter to assist in monitoring control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting.
Recommendation 8.1 states that the Board should establish a remuneration committee. The Board considers it is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of a remuneration committee. The functions of the remuneration committee are carried out by the full Board. The Board has adopted a Remuneration Policy and Charter to assist it to carry out its function when considering remuneration matters.
It is Company policy that Southern Cross Goldfields Limited ("Southern Cross Goldfields") conducts its activities with honesty, integrity and high ethical standards. For Southern Cross Goldfields to conduct its activities with honesty, integrity and high ethical standards, it must have a Board, management and 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 Southern Cross Goldfields directors and employees. For the purposes of this Code, the term "employees" will include contractors and consultants engaged by Southern Cross Goldfields.
The standards of behaviour required of, and by, Southern Cross Goldfields are as follows:
People representing or working for Southern Cross Goldfields carry out their duties honestly and in a manner which is professional, fair and ethical.
As a minimum, Southern Cross Goldfields carries out its activities, and people representing or working for Southern Cross Goldfields carry out their activities, in compliance with all laws applicable to those activities (in whichever jurisdiction that applies).
Southern Cross Goldfields honours its contractual commitments.
Travel, entertainment and other business expenses are incurred in a reasonable and financially responsible manner.
Southern Cross Goldfields' confidential technical, financial and commercial information is not divulged to others except to comply with the law or as required for the purpose of Southern Cross Goldfields' business. All employees who supply services to Southern Cross Goldfields must meet these standards. Furthermore, intellectual property created for Southern Cross Goldfields in the course of work for the Company, including by contractors, belongs to Southern Cross Goldfields. All contracts for the supply of services, where intellectual property may be created, must stipulate this ownership requirement.
Southern Cross Goldfields will maintain a Gift Register where all gifts, personal services, discounts or other gratuities given or accepted from Southern Cross Goldfields business associates or government officials must be recorded. Southern Cross Goldfields staff are to advise the Managing Director or Chairman of any gifts given or received.
Southern Cross Goldfields' Directors and employees must not engage in insider trading of Southern Cross Goldfields shares or the shares of any other company. Southern Cross Goldfields also has a Share Trading Policy setting out additional trading restrictions.
Southern Cross Goldfields' Directors and employees should avoid situations where their private or non-Southern Cross Goldfields interests conflict with the interests of Southern Cross Goldfields and what they are doing or deciding for Southern Cross Goldfields.
Southern Cross Goldfields 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 Southern Cross Goldfields' business in areas such areas as the safety of its employees and environmental protection.
Any breach of compliance with this Code of Conduct is to be reported directly to the Chairperson or Managing Director, as appropriate, who will be responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code of Conduct.
The Board of Southern Cross Goldfields Limited considers that the essential responsibility of the Directors is to oversee Southern Cross Goldfields' 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 include to:
The Board is responsible to shareholders for Southern Cross Goldfields' 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 the day-to-day communication with its shareholders, all in accordance with policies, systems and procedures approved by the Board.
The composition of the Board is determined in accordance with the following principles and guidelines:
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 which covers remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice.
Directors are expected to bring their independent views and judgment 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 the Board considers material.
The Board must meet at least six times a year to consider the business of Southern Cross Goldfields, its financial performance and other operational issues.
The Constitution of the Company requires one third of the Directors, other than any executive Director, to 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 in excess of 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 appropriate candidates, with 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 must stand for election at the next general meeting of shareholders.
Recommendations of candidates for new Directors are made to the Board. The Board as a whole must make such appointments as it considers the most appropriate for the Company.
The Board must review its performance as a whole, including the performance of individual directors, and its 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. Board performance will be reviewed by an independent assessor to be agreed. The Board is to review the performance of its committees, if relevant. The Board is also to review the performance of its Managing Director.
The Managing Director is to review the performance of senior executives each year.
The Board must review the remuneration and policies applicable to all Directors on an annual basis. The Board must ensure that the structure of non-executive directors' remuneration is distinguished from that of executive directors and senior executives. 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.
Southern Cross Goldfields prohibits directors and senior management from entering into transactions which limit the economic risk of participating in unvested entitlements. This prohibition includes hedging of unvested options or any other activity which may negate the incentive such options provide.
All Directors of Southern Cross Goldfields 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 the Director in the proper exercise of his or her powers and 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.
The Board, where appropriate, may establish a number of committees to assist in carrying out its responsibilities in an effective and efficient manner.
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 consider strategies for appropriate risk management arrangements, in accordance with its Risk Management Policy and Internal Compliance and Control System.
Southern Cross Goldfields Limited has developed a framework for a risk management policy and internal compliance and control system that covers the organizational, financial and operational aspects of the Company's affairs. The Chairman is responsible for ensuring maintenance of, and compliance with appropriate systems. 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 consider strategies for appropriate risk management arrangements. Specific areas of risk to be regularly considered at Board meetings are to include health, safety, environment, community, intellectual property, changes in government regulation, changes in technology and human resources, the integrity of data, statutory compliance and continuous disclosure obligations.
The Company's financial situation is not complex. It has operated initially with the support of its founding shareholders. 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.
Monthly management accounts will be prepared and circulated to Directors for review and consideration.
The Board must approve all major project expenditure.
Southern Cross Goldfields 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.
The Company implements appropriate data backup 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.
The risk factors associated with the Company and its business include:
The Board of Southern Cross Goldfields Limited considers that the Company is not of sufficient size and its affairs are not of sufficient complexity to warrant the establishment of an Audit and Compliance Committee. Instead the functions of the Audit and Compliance Committee are undertaken by the full Board. The Board monitors control policies and procedures designed to safeguard company assets and to maintain the integrity of financial reporting.
The responsibilities of the Board with regard to Audit and Compliance include:
The Board will review the performance of the external auditors on an annual basis and meet with them at least twice during the year.
The Board is responsible for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners, subject to the relevant approvals. Nomination of auditors will be at the discretion of the Board. 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.
The Board also meets with and receives reports from the external auditors concerning any matters which arise in connection with the performance of their respective roles, including the adequacy of internal controls.
As part of Southern Cross Goldfields' 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.
The Company has implemented procedures to monitor the independence and competence of the Company's 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 must review the remuneration and policies applicable to all Directors on an annual basis. When reviewing Directors' fees, the Board takes into account any changes in the size and scope of the Company's activities. 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.
The Board must ensure that the structure of non-executive directors' remuneration is distinguished from that of executive directors and senior executives. Executive Directors receive a salary and may receive other benefits. Non-executive Directors receive a set fee per annum, plus statutory superannuation entitlements, and are fully reimbursed for any out of pocket expenses necessarily incurred in carrying out their duties.
Southern Cross Goldfields prohibits directors and senior management from entering into transactions which limit the economic risk of participating in unvested entitlements. This prohibition includes hedging of unvested options or any other activity which may negate the incentive such options provide.
The Board of Southern Cross Goldfields Limited considers that the Company is not of sufficient size and neither are its affairs of sufficient complexity to warrant the establishment of a Remuneration Committee. Instead the full Board oversees remuneration in accordance with the following Remuneration Charter.
The role of the Board is to review and make recommendations as to remuneration packages for directors and senior executives including employee incentive and equity-based plans.
The Board is to make decisions with respect to appropriate remuneration and incentive policies for executive Directors and senior executives which:
The committee is to ensure that:
The Board is to ensure that:
The Board is to:
The Board of Southern Cross Goldfields Limited aims to ensure that the Company's shareholders are informed of all major developments affecting the Company.
All shareholders may access Southern Cross Goldfields' annual report on the Company's website. Shareholders may also request hard copies of the Company's annual report, half yearly and quarterly reports. The Company also encourages full participation of shareholders at the annual general meeting and any other general meetings of the Company.
Southern Cross Goldfields maintains a website at www.scross.com.au.
Company announcements are available on a regular and up to date basis under the heading "Announcements". Under the heading "Reports", shareholders will find copies of Southern Cross Goldfields' quarterly, half-yearly and annual reports as they are submitted to the ASX.
The Company will establish 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 clicking here, and copies will be sent.
The Board of Southern Cross Goldfields Limited 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 will be made by the Board and/or Chairman, taking into account the overall situation of the Company including commercial sensitivity and materiality and, if necessary, legal or other advice.
Due to the current size of the Company, the obligation to keep "management" fully informed of any issue relating to or affecting the Company is achieved by senior personnel meeting with the Managing Director to relay and discuss any such potential issues that may arise.
An assessment on whether any issue requires disclosure is made by the Managing Director and in doubtful cases the matter will be referred to the Board and/or Chairman (as advised above).
Senior personnel, in particular, must have as a clearly understood and documented accountability to:
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 or the Managing Director.
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 ASX's Company Announcements Platform via lodgment 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, Southern Cross Goldfields places all relevant announcements and other information, including analysts' briefings, on its website, after 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, Southern Cross Goldfields must not release information that is for release to the market to any person until it has given the information to the ASX and has received an acknowledgment from ASX that it has released the information to the market. (Listing rule 15.7)
The Board of Southern Cross Goldfields Limited has adopted the following share trading policy ("Policy") which is intended as a form of prevention and protection from insider trading allegations, for all individuals who have dealings with the Company, including executive and non-executive Directors (including the Chairman of the Board), key management personnel,, employees and consultants and contractors. There are serious civil and criminal penalties for anyone engaging in insider trading.
The Policy is also designed to protect the Company's interests, to ensure that lawful non-disclosure of certain information to the Australian Stock Exchange ("ASX") continues to remain lawful. In certain circumstances, where certain information is no longer confidential perhaps as a result of breach of this Policy, the Company would be forced to make disclosure to ASX of certain information, the premature disclosure of which could seriously compromise the Company's interests. The Policy therefore promotes the best interests of the Company and the Individuals.
The Policy sets out when trading in Securities may take place. "Securities" means any financial product of the Company (as defined by section 1042A of the Corporations Act 2001 or any such provision which may replace it) including shares, options and other securities.
Your signature on the attached duplicate copy of this Policy, consenting to the terms of the policy as an additional condition of your employment or engagement with the Company, is requested.
If an individual possesses Inside Information, the individual must not:
An Individual can still be guilty of insider trading even if he or she is not the person who trades in Securities. The prohibition extends to:
"Closed Periods" are defined as four trading days prior to and one trading day following:
It is anticipated that, as a general rule, prior written clearance will not be given if the proposed trade in Securities is to occur within a Closed Period.
Prior Written Clearance to trade in Securities in a Closed Period may be granted in cases of severe financial hardship or if there are other exceptional circumstances and the Director or employee is not in possession of Inside Information.
A Director or employee may be in severe financial hardship if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the securities of the Company.
Other exceptional circumstances may include if the Director or employee is required by a court order, or there are court enforceable undertakings, for example, in a bona fide family settlement, to transfer or sell the securities of the Company or there is some other overriding legal or regulatory requirement for him or her to do so.
In determining whether exceptional circumstances exist the matter shall be decided by the Board. In the event that it is a Board member seeking exceptional circumstances relief that Board member shall not be entitled to participate in the decision. If the Board is in any doubt in making such determinations, consideration should be given to the purpose of the listing rules and the discretion should be exercised with caution.
Even if an individual has received clearance to trade in Securities under clause 4 above, the individual will still be engaging in insider trading if he or she acts contrary to the prohibition in clause 2 above. Clearance does not provide any guarantee that the proposed trade in Securities does not constitute insider trading. Individuals must be aware at all times of their obligations not to trade in Securities while they possess Inside Information. Even trade in Securities in the period immediately following:
will still amount to insider trading if the individual who is partaking in the trade in Securities possesses Inside Information.
Following receipt of the clearance referred to at clause 4 above, individuals must notify the Company Secretary within two (2) business days of any sale or purchase of Securities, for the maintenance of accurate registers of share and option holders. The Managing Director and the Chairman will in turn be informed by the Company Secretary. In addition, the Company Secretary will ensure compliance with ASX disclosure requirements that apply to Directors' interests in the Company.
This policy recognises that there may be some instances where trading may be excluded from the policy. For example, where the trading results in no change in beneficial interest in the securities, where trading occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party, where the director or employee has no control or influence with respect to trading decisions, or where the trading occurs under an offer to all or most of the security holders.
The following trading is excluded from the policy:
Note that Directors must still advise the Company Secretary of any excluded trades in accordance with clause 7 so that ASX disclosure can be made on a timely basis.
Although this Policy is principally concerned with insider trading in relation to the Company's Securities, individuals should also be aware that the Corporations Act 2001 prohibits any person who possesses inside information in relation to any company from applying for, acquiring or disposing of any financial product of that company or entering into an agreement or procuring another person to do so (see section 1043A of the Corporations Act 2001 or any such provision which replaces it). Serious civil and criminal penalties apply to any person who engages in insider trading.
Individuals who wish to trade in a financial product of any company should ensure that they do not possess any relevant inside information at the time of the proposed trade.
In particular, individuals should consider whether they possess any relevant inside information of any related body corporate of the Company or any company with which the Company has a relationship, whether by way of a joint venture or some other arrangement, before trading in a financial product of that company.
The Board of Southern Cross Goldfields Limited aspires to Zero Harm to our employees, the community and the environment through promoting and maintaining a safe and healthy working environment and striving to achieve leading industry practice. Health, Safety, Environment and Community (HSEC) is an integral part of Southern Cross Goldfields' values and management systems. This policy has been developed to ensure, as a minimum, compliance with relevant legislation and will be reviewed to continually improve our performance. Southern Cross Goldfields management will ensure resources are made available to implement the policy.
Southern Cross Goldfields Ltd. is committed to achieving a sustainable and compatible balance between economic development and conservation of the environment - a Balanced Approach.
Throughout all phases of our activities, our policies and practices aim to ensure that personnel and contractors work to at least minimum environmental standards in planning, exploration and operations as they apply to flora, fauna, air, land and water, and the community health and heritage which, potentially, may be impacted by SXG activities.
Southern Cross Goldfields will comply with relevant environmental laws, regulations, tenement and permit conditions as a minimum standard for its environmental practices and management procedures.
Southern Cross Goldfields will:
Southern Cross Goldfields will:
Southern Cross Goldfields Limited ("Southern Cross Goldfields") is committed to protecting and safeguarding privacy and to ensuring that personal information collected is handled in accordance with the requirements of the Privacy Act 1988 (Commonwealth), which regulates the way organisations collect, use, hold and disclose personal information.
Southern Cross Goldfields may use or disclose personal information where it would be reasonably expected that it would use the information about the individual for the purpose it was collected or for a further purpose if the individual has consented. In addition it is permitted to use or disclose personal information:
Southern Cross Goldfields will take reasonable steps to ensure that personal information is stored in a secure environment that can only be accessed by authorised persons with the knowledge of Southern Cross Goldfields.
The Board of Southern Cross Goldfields Ltd believe that moral precepts make sexual harassment in the workplace, like harassment on the basis of colour, race, religion or natural origin in the workplace, completely improper. The Equal Employment Opportunities Commission has a specific section on sexual harassment. The Company's policy is not to tolerate such discrimination and to affirm the company's position against sexual harassment.
All employees have the right to work in an environment free from any type of unlawful discrimination, which includes an environment free from sexual harassment.
Southern Cross Goldfields' policy is:
Southern Cross Goldfields supports the concept of involving Indigenous people in industry projects that can accommodate their talents. Those people desiring to be part of the workforce will be afforded every opportunity to reach self actualisation in the sector they choose. Southern Cross Goldfields encourages such participation and will:
Adequate resources will be made available and outside assistance sought if considered necessary to implement this policy in its entirety.
Southern Cross Goldfields Limited appreciates the value inherent in a diverse workforce. Diversity encompasses a large range of factors and is not restricted to issues of gender or race. The purpose of this policy is to provide diversity and equality to all in employment, irrespective of their gender, race, ethnic origin, disability, age, nationality, national origin, sexuality, religion or belief, marital status, skills and social class. We oppose all forms of unlawful and unfair discrimination.
All employees, whether part time, full time or temporary, will be treated fairly and with equal consideration of their merits.
We will actively manage diversity, finding ways of utilising the differences that exist, in order to improve our business. This requires that we actively and flexibly seek to accommodate the unique needs of many different employees.
Selection for employment, promotion, training or any other benefit will be on the basis of aptitude and ability.
All employees will be helped and encouraged to develop their full potential and the talents and resources of the workforce will be fully utilised to maximise the efficiency of the organisation.
The commitment to diversity and equality in the workplace is good management practice and makes sound business sense.
Above all, we are committed to ensuring that all employees are treated with respect and dignity.
It is the responsibility of all managers to create an environment where:
Specifically, the Company will provide equal opportunity in respect to employment and employment conditions, including:
In order for this policy to operate, it is essential that every employee is responsible for the elimination of discriminatory practices, and for the creation of a diverse and tolerant workplace.
In particular, Managers and Coordinators of staff have responsibility for the maintenance and promotion of an equal opportunity workplace.
Disciplinary action, which may include dismissal, will be taken against anyone found to be guilty of a breach of this policy.
The company is committed to supporting employees and managers in the achievement of a diverse workplace. Managers are responsible for developing and encouraging a positive environment, where all employees are treated with respect and dignity. Managers must take responsibility for reporting breaches of this policy, and should themselves act in accordance with its spirit.
Due to the broad nature of diversity the company does not believe that targets are appropriate for a company of this size.
The Executive will monitor company performance and make any appropriate recommendations in regards to the achievement and maintenance of this policy.
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