The following statement sets
out the governance practices of the Aquarius Platinum group.
The Board of Directors of Aquarius Platinum is responsible
for the corporate governance of the group.The Board guides
and monitors the business affairs of Aquarius Platinum on
behalf of shareholders by whom they are elected and to whom
they are accountable.
In accordance with the Australian Stock Exchange Corporate
Governance Council´s (the Council´s) "Principles of Good Corporate
Governance and Best Practice Recommendations" (the Recommendations),
the company will disclose the extent to which it has followed
the guidelines and any reasons for departure from these. The
Board will continue to review and respond to corporate governance
requirements. For further information on the corporate governance
policies adopted by Aquarius Platinum, refer to our website
www.aquariusplatinum.com.
The Board is responsible for the overall management of the
company. It is governed by a Charter, a summary of which can
be found on the Aquarius Platinum website at www.aquariusplatinum.com.
Among other matters, the Charter sets out the framework for
the management of the company and responsibilities of the
Board, its direction, strategies and financial objectives
and the monitoring of the implementation of those policies,
strategies and financial objectives.
In order to retain full and effective control over the company
and monitor the executive management team, the board meets
regularly and at least on a quarterly basis. Details of Directors´
attendance at these meetings is set out in the Director´s
Report. In consultation with the Chief Executive Officer and
the Company Secretary, the Chairman sets the agenda for these
meetings.
All Directors may add a matter to the agenda. Key executives
of the Company contribute to board papers and are from time
to time invited to attend Board meetings. Each Director has
the right to seek independent professional advice on matters
relating to their position as a Director or committee member
of the company at the company´s expense, subject to prior
approval of the Chairman, which shall not be unreasonably
withheld.
The names of the Directors in office at the time of this
Report and their relevant qualifications and experience are
set out in the Directors´ section in this Annual Report. Their
status as non-executive, executive or independent Directors
and tenure on the Board is set out in the table above.
The bye-laws of the company determine that the Board consists
of not less than two and no more than nine Directors. At the
date of this report, the Board is comprised of seven directors,
six of whom are non-executive directors, and one executive
director, Mr Stuart Murray, Chief Executive Officer.
The division of responsibilities between the Chairman and
the Chief Executive Officer is reviewed regularly and is defined
below:
The Chairman, Mr Nicholas Sibley, is responsible for leadership
of the Board ensuring they receive accurate, timely and
clear information in order to facilitate effectiveness of
its role. The Chairman is responsible for effective communication
with shareholders.
Mr Stuart Murray, Chief Executive Officer, leads executive
management. He has been delegated responsibility by the
Board for the day-to-day operation and administration of
the Company. The Chief Executive Officer is assisted in
managing the business of the group by the Managing Director,
the Executive Committee and the Board of Aquarius Platinum
(South Africa) (Pty) Ltd. Mr Murray represents the group´s
interests as a director in the Mimosa Group of Companies
which owns the Mimosa Platinum Mine in Zimbabwe.
Independence of directors in essence means those directors
independent of management and free of any business or other
relationship that could, or could reasonably be perceived
to, materially interfere with the exercise of unfettered and
independent judgement.
In line with the ASX Principles of Good Corporate Governance
and Best Practice Recommendations the Board has accepted the
guidelines outlined below in determining the independence
of Non-executive Directors. In accordance with these, all
Directors, with the exception of Mr Stuart Murray as CEO of
the company and Mrs Cathie Markus who represents Implats on
the Board, are deemed independent.
The Board has accepted the following definition of an independent
director.
An Independent Director is one who is not a member of management,
is a non-executive Director and who
a) is not a substantial shareholder (5%) of the company
or an officer of, or otherwise associated directly with a
substantial shareholder of the company;
b) within the last three years has not been employed in an
executive capacity by the company or another group member,
or been a Director after ceasing to hold any such employment;
c) within the last three years has not been a principal
of a material professional adviser or a material consultant
to the company or another group member, or an employee materially
associated with the service provided;
d) is not a material supplier or customer of the company
or other group member, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer;
e) has no material contractual relationship with the company
or another group member other than as a Director of the company;
f) has not served 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 interest of
the company; and
g) is 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 interest
of the company.
The Company Secretary, Mr Willi Boehm, is responsible for supporting
the effectiveness of the Board by monitoring that Board policy
and procedures are complied with, co-ordinating the flow of
information within the company, the completion and despatch
of items for the Board and briefing materials. The Company Secretary
is accountable to the Board on all governance matters. All Directors
have access to the services of the Company Secretary. The appointment
and removal of the Company Secretary is a matter for the Board
as a whole.
The Board brings the range of skills, knowledge, international
experience and expertise necessary to govern the group, but
it is aware of the need to ensure processes are in place to
assist with succession planning, not only for the Board, but
within senior management. The Board periodically assesses its
balance of skills and those of the group in order to maintain
an appropriate balance within the company.
Induction
training and continuing professional development
In order to assist new Directors and key executives in fulfilling
their duties and responsibilities within the company, an induction
programme is provided by the Chief Executive Officer, which
includes meetings with the executive team and visits to the
operating sites of the company in South Africa and Zimbabwe.
The programme enables the new appointees to gain an understanding
of the company´s financial, strategic, operational and risk
management position. Full access to all documentation pertaining
to the company is provided. It ensures new directors and key
executives are aware of their rights, duties and responsibilities.
The Board of Aquarius Platinum conducts performance review of
itself on an ongoing basis throughout the year. The small size
of the company and hands-on management style requires an increased
level of interaction between directors and executives throughout
the year. Board members meet amongst themselves and with management
both formally and informally. The Board considers that the current
approach that it has adopted with regard to the review of its
performance and of its key executives provides the best guidance
and value to the group.
Aquarius Platinum´s bye-laws determine that at each Annual General
Meeting, at least one third of the Board are retired by rotation,
thus providing continuity. Non-executive Directors are appointed
for a three-year term and may be invited to seek reappointment.
A Director appointed during the year is subject for election
at the forthcoming Annual General Meeting. Pursuant to the bye-laws
of the company, the Managing Director is not subject to retirement
by rotation.
