Corporate Governance
Baraka is committed to appropriate standards of corporate governance. The corporate governance policies outlined below are current as at 30 June 2009.
ROLE OF BOARD
The Board of Baraka is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders.
To ensure the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board.
STRUCTURE OF THE BOARD
The names of the directors and officers of the Company at the date of this statement are:
| Name | Position | Committees |
| Mr Barry MacKinnon | Non-Executive Chairman | None |
| Mr Collin Vost | Non-Executive Director | None |
| Mr Justin Vost | Non-Executive Director | None |
| Mr Patrick O'Neill | Company Secretary | None |
The Board currently comprises only non-executive directors. A majority of the non-executive directors are independent. Non-executive directors are considered to be independent when they:
• are not a substantial shareholder of the Company;
• have not been employed in an executive capacity by the Company within the last three years or become a director after ceasing to hold any such employment;
• have not been a principal or employee of a material professional adviser or a material consultant to the Company or an employee materially associated with any service provider within the last three years;
• are not a material supplier or customer of the Company or an officer of or otherwise associated directly or indirectly with a significant supplier or customer;
• have no material contractual relationship with the Company other than as a director of the Company; and
• are 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 interests of the Company.
For the purposes of the determinations referred to above, materiality is assessed on a case by case basis.
BOARD NOMINATIONS
The Company does not presently operate a nomination committee. As such, the full Board (subject to members voting rights in general meeting) is responsible for selection of new members. In choosing directors, the Board has regard to a candidate’s experience and competence.
Under the Company’s constitution:
• the maximum number of directors is ten;
• a director (other than the Managing Director) may not retain office for more than three years without submitting for re-election; and
• at the annual general meeting each year, one third of the directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders.
SECURITIES TRADING POLICY
The Company has adopted a formal Share Trading Policy that covers director and employee trading in the Company’s securities. This Share Trading Policy was updated and adopted by the Board on 17 June 2009.
The Share Trading Policy provides that directors and employees may trade in the Company’s securities but are restricted from acting on material information until it has been released to the market in accordance with ASX continuous disclosure requirements and adequate time has been given for this information to be reflected in the price of the Company’s securities.
All directors and employees must receive written permission from the Chairman (in the case of the Chairman, permission must be received from another director) to ensure that there is no material information requiring disclosure before the director or employee may engage in any trading of the Company’s securities.
REMUNERATION
The Company does not presently operate a remuneration committee and the remuneration of all directors is determined by the members of the Board.
All compensation arrangements for directors, including any executive director, are determined by the Board after taking into account the skills and experience of the candidate and current competitive rates prevailing in the market. The Board believes that this policy places the Company in the best position to attract and retain the best executives. It will also provide executives (at present there are none) with the necessary incentives to work to build long-term shareholder value.
The amount of non-executive directors’ fees is set at $2,000 per month. In addition, all directors are entitled to be paid for work over and above normal non-executive directors duties’ at commercial rates.
The Board can exercise its discretion in relation to approving incentives, bonuses and options. There are currently no schemes for retirement benefits other than statutory superannuation.
EXTERNAL AUDITORS
Rothsay Consulting Services Pty Ltd was appointed as external auditor at the annual general meeting on 31 December 2008. The auditors of the Company have open access to the Board at all times and are invited and encouraged to attend all the Company’s general meetings.
AUDIT COMMITTEE
The Company does not presently operate an audit committee because the Company is not of a size, nor are its financial affairs of such complexity, to justify separate committees of the Board. This is considered appropriate at the current stage of the Company’s development but will be kept under review.
MANAGING RISKS
The Board adopted a formal Risk Management Policy on 17 June 2009. Under this policy, the Board regularly meets to evaluate, control, review and implement the Company’s operations and objectives.
Controls established by the Board include:
• approval of all Company expenditure above certain pre-determined limits;
• detailed monthly cash flow reporting; and
• procedures to allow directors in the furtherance of their duties to seek independent professional advice via the utilisation of various external consultants.
The Board recognises the need to identify areas of significant business risk and has developed a list of key risks that helps to facilitate strategies to manage those risks.
COMMITMENT TO STAKEHOLDERS AND ETHICAL STANDARDS
The Board supports the highest standards of corporate integrity and has adopted a Corporate Code of Conduct to implement this aim. This Code of Conduct requires directors and (where applicable) executives of the Company to act with integrity and objectivity in relation to:
• compliance with laws and regulations affecting the Company’s operations;
• ASX Corporate Governance policies;
• employment practices;
• responsibilities to the community;
• responsibilities to individuals;
• environmental laws;
• management of conflicts of interest;
• confidentiality;
• ensuring that shareholders and the financial community are at all times fully informed in accordance with the spirit of the ASX’s continuous disclosure requirements;
• corporate opportunities arising for personal gain in competition with the Company;
• protection of and proper use of the Company’s assets; and
• active promotion of ethical behaviour.
MONITORING OF BOARD PERFORMANCE
In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is constantly reviewed by the Chairman (in the case of the Chairman by the other non-executive directors). The Company does not presently have an evaluation of Board members performed by an independent consultant.
CONTINUOUS DISCLOSURE
The Board has adopted a Continuous Disclosure Policy to ensure compliance with the ASX Listing Rules continuous disclosure requirements.
The policy sets out the obligations under the ASX Listing Rules and defines responsibilities for ensuring that Company announcements are made in a timely manner and are factual and do not omit any material information. The Company Secretary is the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.
The Board considers the Company’s continuous disclosure obligations as a standing item at all Board meetings.
SHAREHOLDER COMMUNICATION
The Board has adopted a Shareholder Communication Policy that aims to ensure that the shareholders, on behalf of whom the Board acts, are informed of all relevant information on an ongoing basis.
The policy establishes that information will be communicated to shareholders through:
• the annual financial report, which is offered in hard copy to all shareholders and is made available electronically on the Company’s web site;
• the half-yearly report distributed to shareholders as requested;
• strict adherence to continuous disclosure requirements; and
• the annual general meeting and other meetings of members.