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||ASX Principle||Explanation for Departure|
The Board should establish a policy concerning diversity
| The Company does not have an express policy specifically addressing the achievement of gender diversity, however 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.
|2.1||The Board should establish a nomination committee||The Board has no formal nomination committee. Acting in its ordinary capacity from time to time as required, the Board carries out the process of determining the need for, screening of and appointing of new Directors. In view of the size and resources available to the Company, it is not considered that a separate nomination committee would add any substance to this process.|
|2.4||A majority of the Board of a listed entity should be independent directors||Given the Company’s present size and scope, it is currently not company policy to have a majority of independent Directors. Directors have been selected to bring specific skills and industry experience to the Company. The Company currently has three (3) Directors who are deemed to be independent and three (3) who are deemed to be non-independent due to their executive agreements with the Company and relationships with a material supplier, customer or shareholder of the Company. Independence is determined in accordance with the Company Independence policy.
The chair of the Board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.
The current chair of the Board is not an independent Director, however given the changes to the Board and management of the Company during the 2017 reporting period, the Board considers him to be the most appropriate person to chair the Company given his commitment to and knowledge of the Company’s business. The chair of the Board is not the same person as the CEO of the Company