ABOUT AUSTRAL GOLD
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Austral Gold Limited and its subsidiaries (‘the Group’) have adopted a corporate governance framework and practices to ensure they meet the interests of shareholders.
Code of Conduct
In accordance with the guidelines and Principle 3 (“Act ethically and responsibly”) of the ASX Corporate Governance Principles, this code of conduct aims to encourage the appropriate standards of the conduct and behaviour of the directors, officers, employees and contractors (collectively called the ”Employees”) of Austral Gold Limited (‘the Company’).
Employees are expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
- Employees of the Company must act honestly, in good faith and in the best interests of the Company as a whole.
- Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment.
- Employees must recognise that their primary responsibility is to the Company’s stakeholders.
- Employees must not take advantage of their position for their personal gain or the gain of their associates.
- Directors have an obligation to be independent in their judgements.
- Confidential information received by employees in the course of the exercise of their duties remains the property of the Company. Confidential information can only be released or used with specific permission from the Company.
- Employees have an obligation to comply with the spirit as well as the letter of the law and with the principles of this code.
The Company views breaches of this code as a serious misconduct. Employees who have become aware of any breaches of this code must report the matter immediately to the Company Secretary. The Company Secretary has the responsibility to report the breach to the Board and to advise the relevant employee of the outcome and actions implemented.
Any employee who in good faith, reports a breach or a suspected breach will not be subject to any retaliation or recrimination for making that report.
Employees who breach the policies outlined in the Code may be subject to disciplinary action, including in the case of serious breaches, dismissal.
The following additional comments apply to Directors of the Company and aim to ensure the Directors have a clear understanding of the Company’s expectations of their conduct.
All Directors have a fiduciary relationship with the shareholders of the Company. A Director occupies a unique position of trust with shareholders, which makes it unlawful for Directors to improperly use their position to gain advantage for themselves.
Duties of Directors
Each Director must endeavour to ensure that the Company is properly managed to protect and enhance the interests of all shareholders. To this end, Directors need to devote sufficient time and effort to understand the Company’s operations.
Directors should ensure that shareholders, and the Australian Securities Exchange (‘ASX ’) and the TSX Venture Stock Exchange (“TSXV”) and the Provincial security reporting jurisdictions where the Company reports in Canada are informed of all material matters which require disclosure and avoid or fully disclose conflicts of interest.
Conflict of Interest
At all times a Director must be able to act in the best interests of the Company. Where the interests of associates, the personal interest of a Director or a Director’s family may conflict with those of the Company, then the Director must immediately disclose such conflict and either:
- eliminate the conflict; or
- abstain from participation in any discussion or decision-making process in relation to the subject matter of the conflict.
The Board recognises that the primary stakeholders in the Company are its shareholders. Other legitimate stakeholders in the Company include employees, customers, suppliers, and the communities in which it operates.
The Company’s primary objective is to create shareholder wealth through capital growth and dividends by the continued development of its business.
The Company is committed to conducting all its operations in a manner which:
- protects the health and safety of all employees, contractors and community members;
- recognises, values and rewards the individual contribution of each employee;
- achieves a balance between economic development, maintenance of the environment and social responsibility;
- maintains good relationships with suppliers and the local community; and
- is honest, lawful and moral.
All employees (including Directors) are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.
Strict compliance to this policy is imperative. Any breach to this policy may result in termination of employment. This policy is reviewed annually.
Board Performance Evaluation Practices and Remuneration
In accordance with Principle 8 of the ASX Corporate Governance Principles, part of the annual review of the performance of the Board of Directors (‘the Board’) of Austral Gold Limited, the appropriate size, composition and terms and conditions of appointment to and retirement from the Board are considered. The level of remuneration for non-executive directors is considered with regard to practices of other public companies and the aggregate amount of fees paid to non-executive directors approved by shareholders. The Board also reviews the appropriate criteria for Board membership collectively.
The Board has established informal processes to review its own performance and the performance of individual directors and the committees of the Board, annually.
Securities Trading Policy
- This policy imposes constraints on directors, employees and consultants dealing in securities of the Company.It also imposes disclosure requirements on directors.
- This policy has been adopted by the Board of Directors (‘the Board’) of Austral Gold Limited (‘ the Company’).
The objectives of this policy are to:
- minimise the risk of directors, employees and consultants of the Company contravening the laws against insider trading;
- assist the Company in meeting its reporting obligations under the Australian Securities Exchange (‘ASX ’) Listing Rules, the Toronto Venture Stock Exchange (“TSXV”) and the Canadian provincial stock exchanges where the Company is a reporting issuer (British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland) ; and
- increase transparency with respect to dealing in securities of the Company by Key Management Personnel(‘KMP’).
To achieve these objectives, directors, employees, and consultants should treat this policy as binding on them in the absence of any specific exemption by the Board.
What is insider trading?
The Corporations Act 2001 (Cth) (‘Corporations Act’) prohibits persons who are in possession of information that is not generally available to the public and which a reasonable person would expect to have a material effect on the price of securities in the Company (price sensitive information) from:
- dealing in the securities; or
- communicating the price sensitive information to others who might deal in the securities.
Information is ‘generally available’ if, among other things, it consists of readily observable matters or it has been brought to the attention of investors by an ASX announcement and a reasonable period for its dissemination has elapsed since the announcement.
Directors, employees, and consultants of the Company will from time to time be in a situation where they are in possession of price sensitive information. Examples are the period prior to release of annual or half-yearly results to the Australian Securities Exchange and the period during which a major transaction is being negotiated.
No dealing in securities of the Company when in possession of Price Sensitive Information
Directors, employees, and consultants in possession of price sensitive information must not at any time:
- deal in securities of the Company;
- advise, procure, encourage, or suggest another person deal in securities of the Company; or
- communicate the price sensitive information, or cause the price sensitive information to be communicated, to a person who may deal in securities of the Company or may procure another person to deal in securities of the Company.
A contravention of the insider trading prohibitions is an offence and exposes a person to criminal and civil liability, including liability under civil damages actions and compensation orders. The penalty for a breach of the insider trading prohibition is a fine up to $220,000 for a natural person (and up to five times the maximum for a body corporate) or 5 years imprisonment, or both.
Key Management Personnel (KMP) must ensure that external advisers who may receive price sensitive information are bound by confidentiality agreements or other enforceable confidentiality obligations.
The Company may also publish from time to time a list of securities in other companies which directors, employees and consultants are prohibited from dealing in due to the Company being in possession of price sensitive information in respect of those companies (‘Restricted Securities List’). Directors, employees, and consultants must not at any time deal in securities on the Restricted Securities List.
KMP not to deal in securities of the Company during Restricted Periods
In addition to the restrictions outlined in this policy but subject to the section “Trading in exceptional circumstances during Restricted Periods”, KMP must not deal in securities of the Company during the following periods:
- from the balance date until after the first trading day after the Company’s annual or half-yearly results have been released to the ASX; and
- any other period designated by the Board.
KMP Securities Trading Policy
At all other times outside the Restricted Periods, KMP should not deal in securities of the Company unless:
- they have satisfied themselves that they are not in possession of any inside information that is not generally available to the public;
- they have contacted the Company Secretary, and notified him/her of their intention to do so; and
- where the Chairman or vice-Chairman wish to deal in securities, he or she has contacted the Company Secretary or, in his or her absence, the Chief Financial Officer, and notified them of his or her intention to do so.
Notification to the Company Secretary or Chief Financial Officer is intended as a compliance monitoring function only and is not an endorsement of the proposed dealing.
KMP remain responsible for their own investment decisions and compliance with the law.
KMP should wait a full trading day after disclosure of inside information by the Company before dealing in securities so that the market has had time to absorb the information.
Short-term dealing in securities of the Company KMP must not at any time engage in short term dealing in securities of the Company.
Short-term dealing is considered to be dealing where the acquisition and disposal of securities occurs within six months of each other.
The Chairman may, at their discretion, permit KMP to trade in securities in circumstances that would contravene this paragraph if that KMP establishes hardship and that they do not have inside information.
Despite any other part of this policy, KMP must not at any time enter transactions in associated products which operate to limit the economic risk of security holdings in the Company.
Trading in exceptional circumstances during Restricted Periods
KMP may be granted prior written clearance by the Company Secretary or Chief Financial Officer to deal in securities of the Company during the Restricted Periods if there are exceptional circumstances, provided that he or she is not in possession of unpublished, price sensitive information as outlined above in “No dealing in securities of the Company when in possession of Price Sensitive Information”.
Exceptional circumstances are:
- financial hardship whereby the relevant KMP has a pressing financial commitment that cannot be satisfied other than by dealing in securities of the Company; or
- a court order or court enforceable undertakings directing the dealing in securities of the Company.
- KMP wishing to deal in securities of the Company during a Restricted Period based on exceptional circumstances must apply in writing (email is acceptable) to the Chief Financial Officer or Company Secretary for prior written clearance to deal in those securities. The application must include the following information:
- details of the exceptional circumstances;
- the number of securities of the Company that he or she wishes to deal in; the way in which he or she wishes to deal in those securities;
- a request for clearance to deal in those securities; and
- confirmation that he or she is not in possession of any price sensitive information.
The Chairman or Company Secretary must consider the objectives of this policy and the purpose of the ASX Listing Rules in deciding as to whether to provide consent to deal in securities of the Company during a Restricted Period.
- Any consent provided by the Chairman or Company Secretary under this policy must: be in writing (email is acceptable); and
- outline the duration of the clearance (no more than 5 trading days).
Clearance by the Chief Financial Officer or Company Secretary is intended as a compliance monitoring function only and is not an endorsement of the proposed dealing. KMP remain responsible for their own investment decisions and compliance with the law.
Notification of dealing in securities
KMP must notify the Chief Financial Officer or Company Secretary immediately after acquiring or disposing of a relevant interest in any securities of the Company.
Directors have entered into an agreement with the Company under which they are obliged to notify changes in interests in shares and other relevant matters in sufficient detail to allow the Company to comply with the ASX Listing Rules.
ASX, in its Companies Update of 29 February 2008, has also highlighted that in certain circumstances, the Company may be required to disclose details of the margin lending arrangements of KMP in respect of their securities of the Company (if any) if that information would be price sensitive under ASX Listing Rule 3.1.
To enable the Company to comply with ASX Listing Rule 3.1, any KMP who enter into margin lending arrangement or otherwise encumber their securities of the Company (‘Security Arrangements’) is required to provide details of those Security Arrangements to the Chairman (who will notify the Company Secretary) upon entering into, and on any change occurring to, the Security Arrangements. Security Arrangements may be subject to prohibitions on dealing in securities in the Company contained in this policy.
The details of the Security Arrangements that must be provided pursuant to the first paragraph in section “Margin Lending” must include the number of securities of the Company involved, any trigger points, the right of the lender or securityholder to sell the securities unilaterally and any other material details.
Directors Notification of dealings in Securities
ASX Listing Rules 3.19A and 3.19B require the Company to notify dealing in securities by Directors within five business days.
Section 205G of the Corporations Act 2001 requires a Director of a listed company to notify ASX within 14 days of acquiring or disposing of a relevant interest in any Securities of the Company. This is an obligation of the Director, not the Company. There is no prescribed form for such notifications.
ASIC has granted class order relief from the requirements of section 205G where notifications are made by the Company under Listing Rules 3.19A and 3.19B.
Strict compliance with this policy is a condition of employment. A contravention of this policy by any KMP may result in the summary dismissal of that person.
This policy applies to all directors, employees and consultants and its subsidiaries.
For the purposes of this policy, directors, employees, and consultants “dealing” in securities of the Company includes associates of directors, employees and consultants dealing in securities of the Company. It is incumbent on each director and employee to take all reasonable steps to ensure that an associate does not deal in circumstances where the dealing could be attributed to the director or employee concerned and would involve a contravention of this policy if the dealing had been undertaken by the director or employee concerned. Associates include your relatives, entities which you control and entities you are acting in concert with.
Despite anything in this policy, the following types of dealing are excluded from the operation of this trading policy:
- transfers of securities of the Company already held in a superannuation fund or other saving scheme in which the restricted person is a beneficiary and where the investments are made at the discretion of a third party;
- an investment in, or dealing in units of, a fund or other scheme (other than a scheme only investing in securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;
- where a restricted person is a trustee, trading in securities of the Company by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;
- undertakings to accept, or the acceptance of, a takeover offer;
- dealing under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board of the Company. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
- a disposal of securities of the Company that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement; and
- the exercise (but not the sale of securities of the Company following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security.
The Board of the Company has absolute discretion to prohibit directors, employees, and consultants from dealing in securities of the Company at any time.
For the purposes of this policy:
- dealing in securities includes:
- applying for, acquiring, or disposing of, securities;
- entering into an agreement to apply for, acquire or dispose of, securities;
- granting, accepting, exercising, or discharging an option or other right or obligation to acquire or dispose of securities;
- trading in financial products issued or created over securities; and
- entering transactions in financial products which operate to limit the economic risk of security holdings;
- KMP has the meaning given to it in the ASX Listing Rules and includes the people listed in Schedule 1;
- price sensitive information has the meaning given in section “What is insider trading” above;
- securities include shares, options over those shares and any other financial products of the Company traded on the ASX or the Toronto Venture Stock Exchange (‘TSX-V’).
- Each Director of the Company;
- The Chief Executive Officer or Officer of the Company;
- The Company Secretary;
- All other executives who directly report to the Chief Executive Officer;
- Other executives as determined by the Board from time to time;
- Other than any of the persons listed above, an Officer of the Company as defined by section 9 of the Corporations Act
- Other than any of the persons listed above, an employee or consultant having authority and responsibility for planning, directing, and controlling the activities of the Company or any subsidiary of the
Selection and Appointment of Directors
In accordance with Principle 2 of the ASX Corporate Governance Principles, the Board of Directors (‘the Board’) of Austral Gold Limited (‘the Company’) shall ensure that, collectively, it has the appropriate range and expertise to properly fulfil its responsibilities, including in the areas of:
- accounting and finance;
- business development and risk management;
- industry and public company experience.; and
- an appropriate ratio and skills matrix for all directors.
In the circumstances where the Board believes there is a need to appoint another director, whether due to retirement of a director or growth or complexity of the Company, certain procedures will be followed, including the following:
- determine the skills and experience appropriate for the appointee having regard to those of the existing directors and any other likely changes to the Board.
- agree the process and timetable for seeking such a person, which may involve an external search firm;
- a short list of candidates will be prepared for the Board’s consideration and interview. The selection process will encourage visitation to the Company’s operating sites and an understanding of the management information systems. Candidates will be assessed on the following basis:
- competencies and qualifications
- other directorships;
- time availability;
- contribution to the overall balance of the composition of the Board and
- depth of understanding of the role of and legal obligations, of a director.
The Board currently comprises seven (7) directors and is considered to have an appropriate balance of skills and experience.
The Chairman, as and when needed, will review the composition of the Board to ensure that the Board continues to have the mix of skills and experience necessary for the conduct of the Company’s activities.
If an invitation to become a director is accepted, the Board will appoint the new director during the year and that person will stand for re-election by shareholders at the next General Meeting. Shareholders are provided with relevant information on the candidates for re-election. When appointed to the Board, a new director will receive an induction appropriate to their experience.
This policy is reviewed annually.
Shareholders Communication Policy
In accordance with the guidelines and Principle 6 (“Respect the rights of security holders”) of the ASX Corporate Governance Principles, Austral Gold Limited (‘the Company ’) recognises the value of providing current and relevant information to its shareholders.
The primary responsibility for communication with shareholders is that of the Company Secretary, the Chief Executive Officer, and the Chief Financial Officer.
Information is communicated to shareholders through:
- continuous disclosure to the Australian Securities Exchange (‘ASX’) and the Provincial security reporting jurisdictions where the Company reports in Canada;
- periodic disclosure through the annual report, half year financial report and quarterly reports;
- notices of meetings and explanatory material;
- the annual general meeting;
- the Company’s website.
The Company is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive, and informed market.
Electronic communication and website
The Company believes that communicating with shareholders by electronic means, particularly through the web- site, is an efficient way of distributing information in a timely and convenient manner.
The Company’s website includes the following pages, which contain relevant information for its shareholders:
- section on the Company’s corporate governance policies and practices;
- section on investor information, the main subsection sections being;
- share price information;
- financial reports;
- technical reports;
- corporate presentation
- Shareholder meetings
The Company’s website is updated with material released to the ASX as soon as practicable after confirmation of release by the ASX and the Investment Industry Regulatory Organization of Canada (where applicable).
All web-site information will be continuously reviewed and updated to ensure that information is current, or appropriately dated and archived.
The annual report of the Company is the major communication update provided by the Company to shareholders each year. The Annual Report is available on the company website. Shareholders may elect to receive a hard copy by post.
Continuous Disclosure Policy
- the Company complies with the general and continuous disclosure principles contained in the Corporations Act and the ASX Listing rules;
- all investors have equal and timely access to material information concerning the Company – including its financial position, performance, ownership and governance;
- the Company reports information to the market on a timely basis;
- The Company announcements are factual and presented in a clear and balanced way. “Balance” requires disclosure of both positive and negative information.
Disclosure OfficerThe Company Secretary and Chief Financial Officer are the primary disclosure officers and are responsible for implementing and administering this policy. The disclosure officers are responsible for all communication with the ASX and acts upon instructions from the Board of Directors who ultimately decide on what should be disclosed publicly under this policy.
Material InformationIn accordance with the ASX Listing Rules, the Company must immediately notify the market (via an announcement to the ASX) of any information concerning the Company which a reasonable person with experience in the industry in which the Company operates would expect to have a material effect on the price or value of the Company’s securities. The Company is also required to disclose information if asked to do so by the ASX, to correct or prevent a false market. Information need not be disclosed if:
- a reasonable person would not expect the information to be disclosed;
- the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; and
- one or more of the following applies:
- it would breach the law to disclose the information;
- the information concerns an incomplete proposal or negotiation;
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure; the information is generated for internal management purposes; or
- the information is a trade secret.
Review of communications for disclosureThe disclosure officer will review all communications to the market to ensure that they are full and accurate and comply with the Company’s obligations. Such communications may include:
- media releases;
- analyst, investor or other presentations;
- prospectuses; and
- other corporate publications.
- financial performance and material changes in financial performance or projected financial performance; changes in relation to directors and the terms of employment of the Chief Executive Officer, Company
- Secretary and / Chief Financial Officer;
- mergers, acquisitions, divestments, joint ventures or material changes in assets; significant developments in new projects or ventures;
- material changes to the Company’s security position;
- material information affecting joint venture partners, customers or non-wholly owned subsidiary companies; media or market speculation;
- analyst or media reports based on inaccurate or out of date information;
- industry issues which have, or which may have, a material impact on the Company; and
- decisions on significant issues affecting the Company by regulatory authorities.
Authorised spokespersonsThe Company’s authorised spokespersons are the Chairman, Vice-Chairman, the Chief Executive Officer and the Chief Financial Officer. In appropriate circumstances, the authorised spokespersons may from time to time authorise other spokespersons on particular issues and those within their area of expertise. No employees or consultants are permitted to comment publicly on matters confidential to the Company. Any information which is not public must be treated by employees and consultants as confidential until publicly released.
Reporting of disclosable informationOnce the requirement to disclose information has been determined, the disclosure officer or those who have been delegated authority are the only persons authorised to release that information to the ASX and TSX.V. Information to be disclosed must be lodged immediately with the ASX and the TSX.V. Any such information must not be released to the general public until the Company has received formation confirmation of lodgement by the ASX. All information disclosed to the ASX in compliance with this policy must be promptly placed on the Company’s website.
Market speculation and rumoursAs a guiding principle, the Company has a “no comment” policy on market speculation and rumours, which must be observed by all employees. The Company however, will comply with any request by the ASX to comment upon a market report or rumour.
Trading haltsThe Company may, in exceptional circumstances, request a trading halt to maintain orderly trading in the Company’s securities and to manage any disclosure issues. Only the disclosure officer is authorised to seek a trading halt.
Meetings and group briefings with investors and analystsThe Board of Directors, Chief Executive Officer and Chief Financial Officer are primarily responsible for the Company’s relationship with major shareholders, institutional investors and analysts. The Company Secretary, the Chief Executive Officer and the Chief Financial Officer are, however, the primary contacts for those parties. Any written materials containing new price-sensitive information to be used in briefing media, institutional investors and analysts are lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material is posted to the Company’s website. Briefing materials may also include information that may not strictly be required under continuous disclosure requirements. The Company will not disclose price sensitive information in any meeting with an investor or stockbroking analyst before formally disclosing it to the market. The Company considers that one-on-one discussions and meetings with investors and stockbroking analysts are an important part of pro-active investor relations. The Company however, will only discuss previously disclosed information in such meetings.
Periods prior to release of financial resultsDuring the time between the end of the financial year or half year and the actual results release, the Company will not discuss financial performance, broker estimates and forecasts and, particularly, any pre-result analysis with stockbroking analysts, investors or the media, unless the information to be discussed has already been disclosed to the ASX, and the Provincial security reporting jurisdictions where the Company reports in Canada.
Web-based communicationThe Company’s website features discrete sections for shareholders and investors to ensure that such information can be accessed by interested parties. Such information will include:
- annual reports and results announcements;
- notices of general meetings (including the annual general meeting);
- all other company announcements made to the ASX;
- speeches and support material given at investor conferences or presentations;
- company profile and company contact details; and
- all written information provided to investors or stockbroking analysts.
Analysts reports and forecastsStockbroking analysts frequently prepare reports on listed companies that typically detail their opinion on strategies, performance and financial forecasts. To avoid inadvertent disclosure of information that may affect the Company’s value or share price. The Company’s comments on analyst reports will be restricted to:
- information the Company has issued publicly; and
- other information that is in the public domain.