The Company’s main corporate governance practices are set out below. These practices are generally in line with the ASX Good Corporate Governance and Best Practice Recommendations (“Recommendations”).
THE BOARD OF DIRECTORS
The Board takes ultimate responsibility for corporate governance and operates in accordance with the
- the Board comprises a minimum of four Directors;
- at least one half of the Board should be Non-executive Directors;
- the Chairman should be an independent Non-executive Director elected by the full Board; and
- the Board should comprise Directors at least some of whom have a broad range of skills and
experience relevant to the business of the Company.
The Board Charter is available on the Company’s website: www.goldencross.com.au
Relevant skills and experience of Directors are set out in the Directors’ Report and in the Corporate
section of the Company’s website
From 30 June 2017 Rob Thomson was chairman of Audit Committee which comprised three directors Rob
Thomson, Ken Hellsten and Yuanheng Wang. From 1 December 2017 the committee comprised of three
directors Neil Fearis, Ken Hellsten and Yuanheng Wang with Mr Fearis as Chairman. Committee meeting
attendances are disclosed in the Directors’ Report.
The purpose of the Audit Committee, as set out in the Charter posted on the website, is to:
- review and report to the Board on the Company’s annual report and financial statements
- provide assurance to the Board that it is receiving adequate, up to date, reliable information and
- assist the Board in reviewing the effectiveness of the Company’s internal control environment
- effectiveness and efficiency of operations
- reliability of financial reporting, and
- compliance with applicable laws and regulations
The Audit Committee is also charged with the responsibility of recommending to the Board the
appointment, removal and remuneration of the auditors, and reviewing the terms of their engagement,
and the scope and quality of the audit. Details of the procedures for the selection and appointment of the
auditors, and for the rotation of the audit engagement partners, are posted on the website.
In fulfilling its responsibilities, the Committee meets with the auditors at least twice each year and
receives reports from management and the auditors. The auditors may communicate directly with the
Chairman of the Audit Committee and Board. The auditor attends annual general meetings of the
Company to answer questions about the audit.
The Audit Committee has authority, within the scope of its responsibilities, to seek any information it
requires from any employee or external party, and to obtain external legal or other independent
professional advice. The Committee also requires the CEO and Company Secretary/Accountant to sign
off on the Company’s financial reports and the soundness of the Company’s risk management and
internal compliance and control systems.
The Committee reports to the full Board after each Committee meeting. Audit Committee minutes are
provided to all Directors.
REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee has comprised of Ken Hellsten and Yuanheng Wang.
The Remuneration Committee Charter is available on the Company’s website. The Committee reports to
the full Board after each Committee meeting and Remuneration Committee minutes were provided to all
The Company complies with Recommendation 2.4. The Board’s Nomination Policy is posted on the
The Company has not complied with Recommendation 3. The board comprises four male directors. At this
time, primarily because of the Company’s size and emphasis on selecting employees solely on merit, the
Company’s only formal policy with respect to diversity is to, as a minimum, comply with Australian
The Company has established a Risk Management Policy, which is posted on the Company’s website.
Management reports regularly to the Board on its management of material business risks.
The Board has received assurance from the CEO and Company Secretary that the declaration for the
financial report, provided in accordance with section 295A of the Corporations Act, is founded on a sound
system of risk management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
CONTINUOUS DISCLOSURE POLICY
The Company has written policies and procedures on information disclosure that focus on continuous
disclosure of any information concerning the Company and its controlled entities that a reasonable person
would expect to have a material effect on the price of the Company’s securities. The Company’s
Continuous Disclosure Policy is posted on the website.
All information disclosed to ASX is immediately posted on the website. When analysts are briefed on
aspects of the Company’s operations, the material to be used in the presentation is released to ASX and
posted on the Company’s website.
The Company’s Communications Policy is posted on the Company’s website.
SECURITIES TRANSACTION RULES
The Company has in place written Securities Transaction Rules. They bind Directors, officers and
employees of the Company and prohibit trading in the Company’s securities of anyone in possession of
price-sensitive information. They may only trade in the Company’s securities or securities of the
Company’s joint venture partners after notifying the Chairman, CEO, or Company Secretary respectively
of their intentions to trade. The Securities Transaction Rules have been notified to the ASX and are
posted on the Company’s website.
The Board has adopted policies on Ethics and the Environment. On ? October 2015, the Board adopted a
new policy on Health, Safety, Environment, and Community replacing the policy adopted on 26 June
2014. These policies seek to foster high standards of conduct and integrity among employees, officers,
and directors. The policies are posted on the Company’s website.
INDEPENDENT PROFESSIONAL ADVICE
Directors have the right, in connection with their duties and responsibilities as Directors, to seek
independent professional advice at the Company’s expense. The Company will only meet that expense if
they obtain the advice after obtaining the Chairman’s prior written approval, which will not be