TIDMWLFE
RNS Number : 2066S
Wolf Minerals Limited
29 September 2017
27 September 2017
Wolf Minerals -Corporate Governance Statement
This statement reports on the main corporate governance
practices of Wolf Minerals Limited ("Company" or "Wolf") as at 28
September 2017. It has been approved by the Board of the
Company.
Wolf is committed to robust corporate governance practices which
are appropriate to our size and life stage and which facilitate the
long term performance and sustainability of the Company as well as
protect and enhance the interests of our shareholders.
We regularly review our governance arrangements and monitor
developments in market practice, expectations and regulation.
The Company supports the 3(rd) Edition of the ASX Corporate
Governance Council's Corporate Governance Principles and
Recommendations and is working towards compliance in those few
remaining areas where this has yet to be achieved.
This Statement outlines the compliance with the ASX Principles
and Recommendations. Where the Company's compliance with these
Principles and Recommendations is reflected in a separate document
or policy, a reference to the location of that document or policy
is included in this statement.
References in this statement to "reporting period" are for the
financial year ended 30 June 2017.
Principle 1 - Lay solid foundations for management and
oversight
Recommendation 1.1 - Recommendation followed
A listed entity should disclose:
a) the respective roles and responsibilities of its board and management; and
b) those matters expressly reserved to the board and those delegated to management.
The role of the Board is formally set out in its Board Charter.
In addition to summarizing the role and responsibility of the
Board, it also details, among other things, those matters have been
delegated to the management and to Board Committees.
The Board has a charter which covers all contemporary corporate
governance standards and is appropriate for the Company's current
operations and strategic direction. A copy of the Charter is
included in the Board meeting packs on a quarterly basis and
provides the opportunity for the Board to make any amendments as
and when required.
A copy of the Board Charter is located on the Company's website
and can be viewed at Board Charter
The Board has established the following standing Committees to
assist the Board in exercising its authority and in meeting its
responsibilities:
-- Audit, Risk and Compliance Committee;
-- Remuneration Committee;
-- Nomination Committee; and
-- Project Steering Committee.
Copies of the Committee Charters are located on the Company's
website and can be viewed at Committee Charters
The Board has delegated to the Managing Director and the
executive team responsibility for implementing Wolf's strategic
direction and for managing Wolf's day-to-day operations. Specific
limits on the authority delegated to the Managing Director and the
executive team are set out in the Board approved Limits of
Authority document which is reviewed annually.
Recommendation 1.2 - Recommendation followed
A listed entity should:
a) undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election, as a
director; and
b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a director.
Prior to the appointment of a new person, or putting forward a
new candidate for election as a Director to shareholders, the
Company undertakes checks which it believes are appropriate to
verify a director's character, experience, education, criminal
record and bankruptcy history including:
-- background and reference checking;
-- requesting information in relation to the person's current
and previous positions, directorships, and any potential conflicts
of interests.
as well as any other checks in accordance with the Alternative
Investment Market ("AIM") Rules for Companies.
The Company ensures that all material information in its
possession relevant to a shareholder's decision whether to elect or
re-elect a Director, including the information referred to in
Recommendation 1.2, is provided to shareholders in the Company's
Notice of Annual General Meeting.
Shareholders are also provided with the information specified in
AIM Rule 17 and Schedule Two paragraph (g) for a Director upon
appointment.
The Company's processes for undertaking pre-appointment checks
for Directors is detailed in its Board Appointment, Induction and
Renewal Policy, a copy of which can be found on its website at:
Board Appointment, Induction and Renewal Policy
The Nomination Committee is responsible for oversight of the
Board appointment process and for ensuring that relevant
assessments and Director probity checks are carried out. In
addition the Committee is also responsible for the evaluation of
retiring Directors seeking re-election. A copy of the Nominations
Committee's Charter is located on the Company's website at:
Nomination Committee Charter
Recommendation 1.3 - Recommendation followed
A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
Each Director and senior executive of the Company has an
agreement in writing with the Company which sets out the key terms
and conditions of their appointment including their duties, rights
and responsibilities, and (to the extent applicable) the matters
referred to in the commentary to Recommendation 1.3.
Recommendation 1.4 - Recommendation followed
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
The Company Secretary has a direct reporting line to the
Chairman and is responsible for the coordination of all Board and
Board Committee business, including agendas, board papers, minutes,
communication with the Company's security exchanges and related
statutory filings.
In addition the Company Secretary is also responsible for:
-- advising and supporting the Chairman and the Board and its
committees to manage the day to day governance framework of the
Company;
-- assisting with Board effectiveness by monitoring whether
applicable Board and committee policies, procedures and charters
are followed and coordinating timely completion and despatch of
Board agendas and papers; and
-- assisting with all matters to do with the proper functioning
of the Board including advising on governance matters and assisting
with induction and professional development of directors.
All Directors have direct access to the Company Secretary and
the appointment and removal of a Company Secretary will be subject
to Board approval.
Recommendation 1.5 - Recommendation mostly followed
A listed entity should:
a) have a diversity policy which includes requirements for the
board or a relevant committee of the board to set measurable
objectives for achieving gender diversity and to assess annually
both the objectives and the entity's progress in achieving them
(Followed);
b) disclose that policy or a summary of it (Followed); and
c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by the
board or a relevant committee of the board in accordance with the
entity's diversity policy and its progress towards achieving them,
(Not Followed) and either:
1. the respective proportions of men and women on the board, in
senior executive positions and across the whole organisation
(including how the entity has defined "senior executive" for these
purposes) (Followed); or
2. if the entity is a "relevant employer" under the Workplace
Gender Equality Act, the entity's most recent "Gender Equality
Indicators", as defined in and published under that Act. (Not
applicable)
Wolf has a strong belief in the advantages of an inclusive work
environment. People with a variety of backgrounds and perspectives
are welcomed, encouraged and given the opportunity to contribute to
their full potential. The Company takes a broad and
all-encompassing view of diversity. Diversity is about accepting,
respecting and understanding that each person is unique.
The Company has an Equality and Diversity Policy which meets
both the ASX Corporate Governance Principles and Recommendations
and UK legislation. A copy of the policy can be found on our
website at Equality & Diversity Policy
The Board accepts overall responsibility for the establishment
and annual review of measurable diversity targets. Given that the
Company is in a ramp up to full production phase and there is a
variable contracted workforce on site, the Directors believe that
it remains premature to set measurable diversity objectives at this
stage.
The Company respects and is cognisant of individual employees'
desire for privacy. Accordingly it collects diversity information
from employees on a voluntary basis. Once the Drakelands' operation
has completed its ramp up to full production and moves into a
steady state operating environment the Company will be in a better
position to consider the establishment of diversity objectives for
its future workforce
As at the end of the 30 June 2017 reporting year, the
Consolidated Entity had the following proportion of women
appointed:
Proportion of Women 30 June 30 June
Appointed to 2017 2016
--------------------- -------- --------
Board 0% 0%
--------------------- -------- --------
Senior Executive
(1) 33% 40%
--------------------- -------- --------
Organisation as
a whole 16% 13%
--------------------- -------- --------
Note 1: A senior executive is defined as key management
personnel or a professional or manager reporting directly to the
Managing Director.
The overwhelming majority of Wolf's workforce is based in the
United Kingdom and the Company has a small head office in
Australia. The Company is not classified as a "relevant employer"
under the Workplace Gender Equality Act.
Recommendation 1.6 - Recommendation followed
A listed entity should:
a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual directors;
and
b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting period in
accordance with that process.
The Board supports a continuous improvement philosophy and
undertakes structured periodic assessments and reviews of
performance of the Board, its Committees and individual Directors
which is led by the Board Chairman.
The process includes the formulation of customised
questionnaires containing a mix of both quantitative and
qualitative elements and which cover all elements of Board
structure as well as Board and Director competencies and
behaviours. Each Director completes several questionnaires on a
confidential basis assessing the:
-- Collective performance of the Board as a whole (which incorporates Committee performance;
-- Their own performance and that of other Individual Directors;
-- Performance of the Chairman; and the
-- Performance of the Managing Director.
After compilation and analysis of the results, the collected
opinions of the Board including any areas of disagreement and areas
for improvement form the basis of discussion by the Board on its
collective performance.
The Chairman conducts one on one discussions with each Director
providing (non-attributed) feedback to them on their performance as
perceived by the rest of the Board and agreeing on any areas of
development if required.
Given the unique role played by the Board Chairman and the
special set of skills and attributes a Chairman requires, all
Directors complete a questionnaire assessing the performance of the
Chairman. The process of the Chairman inviting feedback on his
performance as a Chairman (as opposed to that of a Director) sends
a very strong leadership message. The results are communicated to
the Board Chairman by the Chairman of the Remuneration
Committee.
At the conclusion of the review process agreed action items are
implemented and process enhancements are identified for future
years' reviews.
The Board has previously considered the frequency of formal
Board and Director performance assessments and determined that
reviews be conducted biennially. The Board undertook a structured
review of the Board's collective performance during 2017.
Each permanent Board Committee conducts a biennial
self-assessment of the work it has undertaken since its formation
or its previous review against its responsibilities under its terms
of reference. During 2017 the Remuneration Committee and the Audit,
Risk and Compliance Committee each reviewed their performance. The
review confirmed that both Committees had fulfilled the
overwhelming majority of their responsibilities with the balance
being well advanced or on track for completion in early 2018.
Recommendation 1.7 - Recommendation followed
A listed entity should:
a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting period in
accordance with that process.
The Managing Director reviews the performance of the senior
executives annually with oversight from the Remuneration Committee.
These evaluations take into account criteria such as the
achievement and performance towards the Company's objectives and
(where appropriate) performance benchmarks and the achievement of
individual performance objectives.
During the reporting period, formal performance evaluations of
the senior executives were undertaken by the Company in accordance
with these processes.
Principle 2 - Structure the Board to add value
Recommendation 2.1 - Recommendation mainly followed
The board of a listed entity should:
a) have a nomination committee which:
1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director, and disclose:
3. the charter of the committee; the members of the committee; and
4. as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board succession
issues and to ensure that the board has the appropriate balance of
skills, knowledge, experience, independence and diversity to enable
it to discharge its duties and responsibilities effectively.
The Company has established a dedicated Nomination Committee
which comprises four non-executive Directors, two of whom are
independent Directors. The Committee is chaired by the Board
Chairman who is an independent Director (Mr John Hopkins OAM). The
membership of the Committee is shown below:
NOMINATION COMMITTEE MEMBERS AS AT 28 SEPTEMBER 2017
Mr John Hopkins Independent Non-executive (Board and Nomination
OAM Director Committee Chairman)
Mr Ronnie Independent Non-executive (Remuneration Committee
Beevor Director Chairman)
Mr Chris Corbett Non-executive Director (Major shareholder representative
)
Mr Michael Non-executive Director (Major shareholder representative
Wolley )
================= ========================== ==================================
When establishing this Committee the Board gave careful
consideration to recommendation 2.1 and in particular section 2.1
(a) (1) which deals with the composition of a Nomination
Committee.
In light of the responsibilities delegated to the Committee
together with the Company's ownership, the Board determined that it
was preferable and appropriate for the representative Directors
from the Company's two major shareholders to be members of the
Nomination Committee. As such the Committee does not have a
majority of independent Directors but rather is comprised of an
equal number of independent and non-independent members. The
authority of the Nomination Committee is limited to making
recommendations to the Board and the Board comprises a majority of
independent Directors.
The over-arching purpose of the Nomination Committee is to
ensure that Wolf group and related Boards comprise individuals who
are best able to discharge the responsibilities of Directors (or
representatives of Wolf) having regard to the law and aspiring to
excellence in governance standards. The Nomination Committee has a
Board approved Charter and full details of its responsibilities are
contained in its Charter, a copy of which is located on the
Company's website at: Nomination Committee Charter
Members' relevant qualifications and experience, the number of
times the Committee met throughout the reporting period and the
attendance of the Committee's members at those meetings is set out
in the Directors' Report in the 2017 Annual Report. A copy of the
2017 Annual Report is located at: Annual Report .
Recommendation 2.2 - Recommendation followed
A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board
currently has or is looking to achieve in its membership.
The composition of the Wolf Board was refreshed for the
construction and commissioning phase of the Hemerdon Project. In
early 2015 with the Project well on the way to completion and as
part of its embracement of good governance practices the Board
established a Nomination Committee. Among its delegated tasks the
Committee was charged with the responsibility of developing
criteria for assessing the skills and experience required for
Directors and for conducting an annual review of the Board Skills
Matrix.
Wolf seeks to have a Board of Directors with a broad range of
technical, financial and other skills, together with experience and
knowledge relevant to overseeing the business of developing a large
mining project and transitioning to a producer. The Board has
developed a matrix to consider the mix of appropriate skills,
experience, expertise and diversity for its membership. In addition
to the general skills expected for Board membership the matrix
includes items such as relevant experience within the mining
sector, geographical and specific product experience as well as
technical, operational, financing and marketing expertise.
Details of the specific skills and experience mix which provide
overarching guidance as to the Board's composition are contained in
the Board Appointment, Induction and Renewal Policy which is
located on the Company's website at: Board Appointment, Induction
and Renewal Policy
A formal Board skills inventory was undertaken by the Nomination
Committee on behalf of the Board in 2015. A customised Board Skills
Matrix identifying the essential and desirable skills for the Board
as a whole to possess was developed together with an assessment
scale. Individual Directors are not expected to possess each skill
listed in the matrix but rather the aim is that these skills should
be covered off by the Board as a collective unit.
Following a self-assessment process in which each Director rated
their skills and experience using the matrix and the agreed scale,
the Committee considered each Director's completed Board Skills
Matrix and reviewed the consolidated results of the skills
stocktake.
The Committee concluded that the Board has a broad range of
demonstrated skills by virtue of both experience and qualifications
and possesses a very strong skill set in the mining sector as well
as in strategy and commercial related matters. In addition there
are no gaps in the collective Board skill set which require
addressing. At a collective level the Board is considered to have
sufficient expertise to deal with the transition to production at
the Hemerdon Project.
It is envisaged that in the absence of major changes to the
Company's operations on a steady state basis a Board skills
inventory would be undertaken at least once every three years with
the next review scheduled for 2018.
Recommendation 2.3 - Recommendation followed
A listed entity should disclose:
a) the names of the directors considered by the board to be independent directors;
b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board is of
the opinion that it does not compromise the independence of the
director, the nature of the interest, position, association or
relationship in question and an explanation of why the board is of
that opinion; and
c) the length of service of each director.
The overall purpose of independence is to ensure that a Director
does not have a relationship which could or could reasonably be
perceived to materially interfere with a Director performing his or
her role as a Director or which could inhibit free Board discussion
of matters coming before the Board.
The Company has a Board Independence and Assessment Policy which
can be found on its website at Board Independence and Assessment
Policy
This policy describes how the Wolf Board will assess the
independence of each Director and identify the information that
will be collected from each Director to make the assessment of
independence. In addition it outlines the disclosure to
shareholders of the assessment of independence of Directors,
including the disclosure of any relationships and associations that
may be perceived to affect the independence or objectivity of a
Director.
An assessment has been conducted as to each of the Directors'
independence status and there have been no changes for continuing
Directors during the 12 months to 30 June 2017. The table below
provides the information required by Recommendation 2.3:
WOLF MINERALS LIMITED BOARD AS AT 28 SEPTEMBER 2017
Director Name Independent Commencement Length Interests,
Director? Date of Service Positions,
Associations
or Relationship
which may
cause doubts
as to independence?
Mr John Hopkins Yes 18 May 2010 7 years None
OAM and 4 months
Board Chairman
Mr Ronnie Beevor Yes 20 September 4 years None
2013
Mr Richard No - executive 8 May 2017 4 months As interim
Lucas Managing
Interim Managing Director
Director and an executive
Mr Lucas
is not considered
to be independent.
Mr Nick Clarke Yes 7 January 3 years None
2014 and 9 months
Mr Chris Corbett No - representative 29 October 7 years As a representative
of major shareholder 2009 and 11 of a major
months shareholder
Mr Corbett
is not considered
to be independent.
Mr Don Newport Yes 15 June 8 years None
2009 and 3 months
Mr Michael No - representative 11 June 4 years As a representative
Wolley of major shareholder 2013 and 3 months of a major
shareholder
Mr Wolley
is not considered
to be independent.
================== ====================== ============= ============== =====================
Recommendation 2.4 - Recommendation followed
A majority of the board of a listed entity should be independent
directors.
The Company follows this recommendation with four of the seven
Directors being independent.
Directors Messrs Corbett and Wolley are not deemed to be
independent as they are representatives of major shareholders -
Resource Capital Fund V L.P. and Resource Capital Fund VI L.P. and
TTI (NZ) Limited respectively. Mr Wolley's alternate, Mr Jake
Roorda, is also not deemed to be independent as he is a
representative of TTI (NZ) Limited.
Mr Lucas is an executive and is therefore also not
independent.
Messrs Hopkins, Beevor, Clarke and Newport are all regarded as
independent as they are free of any business or other relationship
that could materially interfere with, or could reasonably be
perceived to materially interfere with, the exercise of their
unfettered and independent judgement.
Recommendation 2.5 - Recommendation followed
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 Chairman of the Board, Mr John Hopkins OAM, is an
independent director and is not the current or previous CEO or
Managing Director of the Company.
Recommendation 2.6 - Recommendation followed
A listed entity should have a program for inducting new
directors and provide appropriate professional development
opportunities for directors to develop and maintain the skills and
knowledge needed to perform their role as directors
effectively.
All new Directors are offered a formal structured induction
program which extends beyond the Board room to help familiarise
them with matters relating to the Company's business and
operations, its strategy as well as any current issues before the
Board. In addition the induction program covers the Company's
governance framework and key Director related policies.
The programme is tailored to the needs of the particular
director to avoid repeating information the director is already
well versed in. Elements of the induction program are prioritised
and delivered over a pre agreed period.
The Chairman leads the induction process and the Company
Secretary is responsible for facilitating its implementation. The
Nomination Committee is responsible for oversight of the Board
induction process and the on-boarding of new Directors as well as
the periodic assessment of the effectiveness of the induction
process.
Further details regarding the induction process are contained in
the Board Appointment, Induction and Renewal Policy which is
located on the Company's website at Board Appointment, Induction
and Renewal Policy
All Directors are expected to be proactive and maintain the
skills required to effectively discharge their obligations to the
Company.
The Nomination Committee is responsible for the oversight of the
development and provision of a training and development plan for
non-executive Directors. As part of this plan the Board receives
periodic presentations and updates at its meetings on a range of
relevant and topical matters. During the reporting period ended 30
June 2017 the Board received updates in a number of areas including
technical updates and treasury and hedging matters.
Principle 3 - Act ethically and responsibly
Recommendation 3.1 - Recommendation followed
A listed entity should:
a) have a code of conduct for its directors, senior executives and employees; and
b) disclose that code or a summary of it.
The Company has a Code of Conduct that sets out the standards of
behaviour expected of all its employees, directors, officers,
contractors and consultants. The overriding requirement is that all
Company representatives should conduct themselves, in all
activities, to the highest standards of honesty and integrity and
comply with all legal and regulatory requirements.
A copy of the Company's Code of Conduct is located on its
website at Code of Conduct
Principle 4 - Safeguard integrity in corporate reporting
Recommendation 4.1 - Recommendation followed
The board of a listed entity should:
a) have an audit committee which:
1. has at least three members, all of whom are non-executive
directors and a majority of whom are independent directors; and
2. is chaired by an independent director, who is not the chair of the board, and disclose:
3. the charter of the committee;
4. the relevant qualifications and experience of the members of the committee; and
5. in relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances
of the members at those meetings; or
b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner.
The Company has an Audit, Risk and Compliance Committee which
comprises three non-executive Directors, all of whom are
independent. The Committee and is chaired by an independent
Director, Mr Ronnie Beevor, who is not the chair of the Board.
The Audit, Risk and Compliance Committee's Charter is located on
its website at Audit, Risk and Compliance Committee Charter. The
Committee's members are listed below:
AUDIT, RISK AND COMPLIANCE COMMITTEE
CURRENT MEMBERS AS AT 28 SEPTEMBER 2017
Mr Ronnie Independent Non-executive (Committee Chairman)
Beevor Director
Mr John Hopkins Independent Non-executive (Board Chairman)
OAM Director
Mr Don Newport Independent Non-executive
Director
================ ========================== =====================
Members' relevant qualifications and experience, the number of
times the Committee met throughout the reporting period and the
attendance of the Committee's members at those meetings is set out
in the Directors' Report in the 2017 Annual Report. A copy of the
2017 Annual Report is on the Company's website at Annual Report
Recommendation 4.2 - Recommendation followed
The board of a listed entity should, before it approves the
entity's financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the
financial statements comply with the appropriate accounting
standards and give a true and fair view of the financial position
and performance of the entity and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
The Board has received a declaration in the form set out in
Recommendation 4.2 from its CEO and CFO in relation to the
financial statements for the financial year ended 30 June 2017.
Recommendation 4.3 - Recommendation followed
A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions from
security holders relevant to the audit.
The Company's external auditor attends each AGM of the Company
and is always available to answer questions from security holders
relevant to the audit.
Principle 5 - Make timely and balanced disclosure
Recommendation 5.1 - Recommendation followed
A listed entity should:
a) have a written policy for complying with its continuous
disclosure obligations under the Listing Rules; and
b) disclose that policy or a summary of it.
The Company has a Market Communication and Disclosure Policy
that outlines the processes followed by the Company to ensure
compliance with its continuous disclosure obligations and the
corporate governance standards applied by the Company in its
communications to the market.
The Market Communication and Disclosure Policy can be viewed on
the Company's website at Market Communication and Disclosure
Policy
Principle 6 - Respect the rights of security holders
Recommendation 6.1 - Recommendation followed
A listed entity should provide information about itself and its
governance to investors via its website.
Information about the Company and its operations is located at:
www.wolfminerals.com. Information about the Company's corporate
governance (including links to the Company's corporate governance
policies and charters) is located on this page Corporate
Governance
Recommendation 6.2 - Recommendation followed
A listed entity should design and implement an investor
relations program to facilitate effective two-way communication
with investors.
The Managing Director is responsible for the formulation of the
annual investor relations plan. The plan considers market
conditions as well as the Company's strategies and priorities and
is reviewed and approved by the Board prior to its
implementation.
The Company has a Market Communication and Disclosure Policy
which outlines the processes followed by the Company to ensure
communication with shareholders and the investment community is
effective, consistent and adheres to the principles of continuous
disclosure. The Policy can be viewed on the Company's website at
Market Communication and Disclosure Policy
The Company's Market Communication and Disclosure Policy also
outlines policies and requirements for communications with analysts
and investors to ensure that the communications are effective and
comply with the Company's continuous disclosure obligations under
the Corporations Act and the ASX Listing Rules.
Recommendation 6.3 - Recommendation followed
A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at meetings
of security holders.
The Market Communication and Disclosure Policy sets out the
policies and processes the Company has in place to facilitate and
encourage participation at meetings of security holders. The
Company permits shareholders to cast their proxies prior to a
General Meeting if they are unable to attend the meeting. The
Policy can be viewed on the Company's website at Market
Communication and Disclosure Policy
Recommendation 6.4 - Recommendation followed
A listed entity should give security holders the option to
receive communications from, and send communications to, the entity
and its security registry electronically.
The Company and its share registries encourage security holders
to receive communications from, and send communications to, the
Company and its security registries electronically.
Principle 7 - Recognise and manage risk
Recommendation 7.1 - Recommendation followed
The board of a listed entity should:
a) have a committee or committees to oversee risk, each of which:
1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director, and disclose:
3. the charter of the committee;
4. the members of the committee; and
5. as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
b) if it does not have risk committee or committees that satisfy
(a) above, disclose that fact and the processes it employs for
overseeing the entity's risk management framework.
The Board is responsible for considering and approving the
Group's overall risk framework, monitoring the effectiveness of
risk management by the Group as well as determining whether to
accept risks beyond the approval discretion provided to management.
The Board has charged the Audit, Risk and Compliance Committee to
assist with its responsibilities for overseeing risk.
The Committee's responsibilities for risk management include,
among other things, ensuring that management has an appropriate
framework in place to identify and manage risk. In addition it is
also responsible for reviewing the implementation and maintenance
of a risk management framework throughout the Group to manage
material business risks and for reviewing the Group's policies with
respect to risk assessment and risk management. The Committee also
considers the Group's insurance arrangements and renewals.
The Audit, Risk and Compliance Committee is comprised of three
non-executive directors, all of whom are independent. The Committee
is chaired by an independent director, Mr Beevor, who is not the
chair of the Board.
The Audit, Risk and Compliance Committee's Charter is located at
its website at Audit, Risk and Compliance Committee Charter . The
Committee's members are shown below:
AUDIT, RISK AND COMPLIANCE COMMITTEE
CURRENT MEMBERS AS AT 28 SEPTEMBER 2017
Mr Ronnie Independent Non-executive (Committee Chairman)
Beevor Director
Mr John Hopkins Independent Non-executive (Board Chairman)
OAM Director
Mr Don Newport Independent Non-executive
Director
================ ========================== =====================
Members' relevant qualifications and experience, the number of
times the Committee met throughout the reporting period and the
attendance of the Committee's members at those meetings is set out
in the Directors' Report in the 2017 Annual Report. A copy of the
Annual Report can be found on the website at Annual Report
Recommendation 7.2 - Recommendation followed
The board or a committee of the board should:
a) review the entity's risk management framework at least
annually to satisfy itself that it continues to be sound; and
b) disclose, in relation to each reporting period, whether such a review has taken place.
The Company has an established risk management framework known
internally as the Risk Management Standard based on the Australian
Standard for Risk Management AS/NZ 31000:2009, which is aimed at
the systematic identification, assessment, treatment, communication
and monitoring of risk within all areas of the Company.
As part of the development of the Hemerdon Project the Company
established and finessed a comprehensive program for identifying,
actively tracking and mitigating risks associated with its
operations and the implementation of its strategic and business
objectives. For its transition to a producer an extensive suite of
risk documentation was developed and implemented; including a site
management risk program, a risk management handbook and a corporate
dashboard which covers health and safety, environment, risk
management, business continuity, stakeholder management and
compliance. Management is required to report on material risks to
the Board on a quarterly basis and on emerging material risks with
a high residual rating as they occur.
In 2017 the Audit, Risk and Compliance Committee commenced
reviewing the suit of risk management documents. In addition to
reviewing material risks on a quarterly basis the Board monitors
the Company's maturing risk management culture. A copy of the
Company's Risk Policy can be found on its website at Risk
Policy
Recommendation 7.3 - Recommendation not followed
A listed entity should disclose:
a) if it has an internal audit function, how the function is
structured and what role it performs; or
b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually improving
the effectiveness of its risk management and internal control
processes.
Due to its size and lack of complexity and given that its major
asset is ramping up to steady state production, the Company does
not currently have an in-house internal audit function. Instead
reports and reviews into the effectiveness of internal controls are
commissioned as required using external specialist resources.
The Audit, Risk and Compliance Committee re-assessed the
requirement for an internal audit function in 2017 and is of the
view that an internal audit function would be best established once
a steady state production environment is reached and when the
tender for external audit services (scheduled for 2018) has been
concluded.
During the reporting period an assessment on the effectiveness
of internal controls was provided by the Company's external auditor
as part of the year end audit.
Reports are provided to each Board meeting on known and emerging
risk and compliance issues, including non-financial, operational
and other business risks for consideration and discussion.
The ongoing mitigation and management of key business risks is a
standing item of business on the Board agenda each quarter.
Management reports regularly to the Board on the Company's risk
registers. The Company's managers are directly responsible for risk
management in their respective areas of accountability and for
ensuring that those risks are being managed appropriately.
Recommendation 7.4 - Recommendation followed
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability risks
and, if it does, how it manages or intends to manage those
risks.
The Company undertakes mining operations and, as such, faces
risks inherent to its business, including economic, environmental
and social sustainability risks, which may materially impact the
Company's ability to create or preserve value for security holders
over the short, medium or long term.
Wolf believes that long-term success hinges on sustainable
development that benefits the business, stakeholders and the
environment. To this end, Wolf has adopted a policy of responsible,
proactive environmental management and works hard to ensure
compliance with relevant legislative obligations in the course of
any exploration, development or mining activity. The Company
remains committed to delivering excellent results for shareholders
while at the same time ensuring that its economic success is
balanced alongside its environmental and social
responsibilities.
Wolf appreciates the importance of community consultation and
facilitates the involvement and awareness of relevant communities
and their representatives when undertaking any exploration or
development activity. Through a proactive policy of
self-regulation, legislative compliance and community involvement,
Wolf is working hard to deliver on its short and long-term business
objectives while ensuring that relevant social and environmental
considerations are included as part of any decision-making
process.
The Company will continue its policy of sustainable development
in the interests of meeting the expectations of its shareholders
without compromising the health or vitality of both the natural and
social environment.
A copy of the Company's Environment Policy can be found on its
website at Environment Policy
The Company has an extensive list of environmental legislation,
regulations and guidelines that directly and indirectly apply to
the activities of the Drakelands mine. The obligations have been
captured and recorded in an Environmental and Social Management
System ("ESMS"), along with other conditions the Company must
comply with contained in individual permits and consents. The ESMS
is regularly reviewed and updated resulting in an Environmental and
Social Action Plan which is utilised by management to ensure
compliance with environmental obligations and reporting.
The Company's environmental management systems received
certification to the ISO 14001 Standard in 2017 for the third
successive year. This certification provides assurance to all
stakeholders that the Company has procedures and practices in place
to manage the environment to international standards.
One of the Company's core values is safety - it prioritises
safety and health to people, the environment and community. The
Company has in place policies and procedures to help manage these
risks. A copy of the Company's Health and Safety Policy is located
on its website at Health and Safety Policy
The Company operates internationally and is exposed to foreign
exchange risk. This risk stems from commercial transactions with
sales revenues being denominated in US dollars and the majority of
operating costs incurred in Pounds Sterling. The Audit, Risk and
Compliance Committee is responsible for monitoring the Company's
overall treasury risk exposure and the implementation of agreed
treasury activities.
Further details in relation to risks are found in Note 28:
Financial Risk Management of the Company's 2017 Annual Report.
Principle 8 - Remunerate fairly and responsibly
Recommendation 8.1 - Recommendation followed
The board of a listed entity should:
a) have a remuneration committee which:
1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director, and disclose
3. the charter of the committee;
4. the members of the committee; and
5. as at the end of each reporting period, the number of times
the committee met throughout the period and the individual
attendances of the members at those meetings; or
b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior executives and
ensuring that remuneration is appropriate and not excessive.
The Company has an established Remuneration Committee which has
five non-executive Directors, the majority of who are independent
Directors. The Committee is chaired by an independent Director, Mr
Ronnie Beevor. The membership of the Remuneration Committee is
shown in the table below:
REMUNERATION COMMITTEEE
CURRENT MEMBERS AS AT 28 SEPTEMBER 2017
Mr Ronnie Independent Non-executive (Committee Chairman)
Beevor Director
Mr Nick Clarke Independent Non-executive
Director
Mr Chris Corbett Non-executive Director
Mr Don Newport Independent Non-executive
Director
Mr Michael Non-executive Director
Wolley
================= ========================== =====================
The Remuneration Committee's Charter is located on the Company's
website at Remuneration Committee Charter
Members' relevant qualifications and experience, the number of
times the Committee met throughout the reporting period and the
attendance of the Committee's members at those meetings is set out
in the Directors' Report in the 2017 Annual Report. A copy is
located on the Company's website at Annual Report
Recommendation 8.2 - Recommendation followed
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior
executives.
The Company's policies and practices regarding the remuneration
of non-executive directors and the remuneration of executive
directors and other senior executives is set out in the
Remuneration Committee Charter and in the Remuneration Report
contained in the 2017 Annual Report. The Remuneration Committee
Charter can be viewed on the Company's website at Remuneration
Committee Charter
A copy of the 2017 Annual Report is located at Annual Report
Recommendation 8.3 - Recommendation followed
A listed entity which has an equity-based remuneration scheme
should:
1. have a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in the
scheme; and
2. disclose that policy or a summary of it.
The Company currently operates two equity-based remuneration
schemes; the Performance Rights Plan (a long term incentive plan
for executives) and the Directors' Share Plan.
The Company's Securities Dealing Policy provides that
participants in the scheme must not enter into any transaction
which would have the effect of hedging or otherwise transferring to
any other person the risk of any fluctuation in the value of any
unvested equity interest.
The Securities Dealing Policy is located on the Company's
website at Securities Dealing Policy
ENDS
For further details, please contact:
Numis Securities: John Prior/James
Black/Paul Gillam +44(0)20 7260 1000
Newgate: Adam Lloyd / Ed Treadwell +44 (0) 20 7653 9850
Wolf Minerals Limited: Richard Lucas +61 (0) 8 6143 2070
About Wolf Minerals
Wolf Minerals is a dual listed ("ASX: WLF", "AIM: WLFE")
specialty metals producer. In 2015, Wolf Minerals completed the
development of a large tungsten resource at its Drakelands Mine,
located at Hemerdon, in southwest England.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGZLVLZGNZG
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