The primary responsibility of the Board is to represent and advance Shareholders' interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The responsibilities of the Board include:
- Protection and enhancement of Shareholder value;
- Formulation, review and approval of the objectives and strategic direction of the Company;
- Approving all significant business transactions including acquisitions, divestments and capital expenditure;
- Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
- Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
- The identification of significant business risks and ensuring that such risks are adequately managed;
- The review and performance and remuneration of executive directors and key staff;
- The establishment and maintenance of appropriate ethical standards; and
- Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability. Subject to the exceptions outlined below the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.
The following statements, policies and procedures set the framework for the Company’s corporate governance practices:
- Corporate Governance Statement
- Board Charter;
- Policy and Procedures for selection and appointment of new directors;
- Code of conduct for Company executives;
- Securities Trading Policy;
- Audit Committee Charter;
- Summary of procedure for selection of external auditor and rotation of external auditor;
- Continuous Disclosure Policy;
- Shareholder Communications Strategy;
- Risk Management Program;
- Remuneration Committee Charter; and
- Process for performance evaluation of the Board, board committees, individual directors and key executives.
As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.
In addition to the above, Orinoco is:
- Committed to operating in a safe and responsible manner, respecting the health of our employees, the environment, and the communities in which we operate.
- Committed to the highest standards of personal, professional and ethical behaviour.
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.
Recommendation reference -
|ASX Guidelines||Notification of Departure||Explanation for Departure|
|2.1 and 2.2||A majority of the Board are not independent directors.
The Chairman is not an independent director.
|The Board takes the view that Mr Hannaford (Chairman) is not independent in terms of the ASX Corporate Governance Council’s discussion of independent status. This is because Mr Hannaford and their associated entities are holders of more than 5% of the Shares in the Company. Despite this relationship, the Board believes that Mr Hannaford is able, and will make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board.
The Board considers that Mr Thomas is independent in terms of the ASX Corporate Governance Council’s discussion of independent status.
The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent non-executive Directors.
Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
|2.4||A nomination committee has not been established.||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 skill base and experience of existing Directors to enable identification or attributes required in new Directors. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board.|
|3.2||The Company’s Corporate Governance Plan does not include an express policy specifically addressing achieving gender diversity.||Due to the current limited size of the Company, the Board does not consider it necessary to have a gender diversity policy, but will consider adopting a policy in the future.
The Company’s Corporate Governance Plan includes a corporate code of conduct, which provides a framework for undertaking ethical conduct in employment. Under the corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in the workplace.
|4.1, 4.2, 4.3||An audit committee has not been established.||The Board considers that the Company is not of a size, nor are its financial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems.|
|8.1 and 8.2||A remuneration committee has not been established.||The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of a remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee.|