2012 Annual Report (2 April 2013) - Grange Resources

2012 ANNUAL REPORT
27
PAGE
Before commencing any trade, a Director
must first obtain approval of the Chairman
and senior management must advise the
Company Secretary.
As required by the ASX Listing Rules,
the Company notifies the ASX of any
transaction conducted by Directors in the
securities of the Company.
CONTINUOUS DISCLOSURE
The Company is committed to providing
relevant up-to-date information to
its shareholders and the broader
investment community in accordance
with its continuous disclosure obligations
under the ASX Listing Rules and the
Corporations Act 2001.
The Board has a Continuous Disclosure
and Market Communication Policy to
ensure that information considered material
by the Company is immediately reported
to the ASX.
Other information such as Company
presentations are also disclosed to the
ASX and are on the Company’s website.
Grange applies the following guiding
principles for market communications:
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Grange will not disclose price sensitive
information to an external party except
where that information has previously
been disclosed to the market generally.
Timely and accurate information must
be provided equally to all shareholders
and market participants.
Information must be disseminated by
channels prescribed by laws and other
channels which Grange considers to be
fair, timely and cost-efficient.
The Company’s website provides access
to all current and historical information,
including ASX announcements, financial
reports and other releases.
SHAREHOLDER
COMMUNICATION
In adopting a Continuous Disclosure and
Market Communication Policy, the Board
ensures that shareholders are provided
with up-to-date information.
Communication to shareholders is
facilitated by the production of the annual
report, quarterly and half yearly reports,
public announcements and the posting
of all ASX announcements and other
information (including copies of all investor
presentations) on the Company’s website.
The website contains eight years of
historical ASX announcements to facilitate
research by investors and shareholders.
Shareholders are encouraged to attend
and participate in the Annual General
Meeting (AGM) of the Company.
Shareholders may raise questions at
the AGM and the external auditor is in
attendance at such meetings to address
any questions in relation to the conduct of
the audit.
RISK MANAGEMENT
The Board acknowledges that risk
management is a core component of
Director and executive duties and an
essential element of good governance.
The Board determines the Company’s risk
profile and is responsible for overseeing
and approving risk management strategy
and policies, internal compliance and
internal control. A summary of the
Company’s Risk Management Policy is
available on the Company’s website.
The Board oversees an annual assessment
of the effectiveness of risk management
and internal compliance and control.
The responsibility for undertaking and
assessing risk management and internal
control effectiveness is delegated to
management. Management is required
by the Board to assess risk management
and associated internal compliance and
control procedures and report back
on the efficiency and effectiveness of
risk management by benchmarking
the Company’s performance to the
Australia/New Zealand Standard on Risk
Management.
The Chief Executive Officer and Chief
Financial Officer have provided a written
statement to the Board that:
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their view provided on the Company’s
financial report is founded on a
sound system of risk management
and internal compliance and control
which implements the financial policies
adopted by the Board; and
that the Company’s risk management
and internal compliance and control
system is operating effectively in all
material respects.
REMUNERATE FAIRLY AND
RESPONSIBLY
The Company’s Remuneration and
Nomination Committee meets the
enhanced requirements of the ASX’s
Corporate Governance Principles and
Recommendations released in June 2010.
The Managing Director’s and senior
executives’ remuneration packages
are in accordance with the ASX’s
Corporate Governance Principles and
Recommendations containing a balance
of fixed and incentive pay reflecting both
short term and long term incentives which
reflect the Company’s core performance
requirements. Further details are
contained within the Remuneration Report.
Non-executive Directors are remunerated
solely by way of fixed cash fees which are
inclusive of the superannuation guarantee.
They do not receive bonus payments nor
are they provided with retirement benefits
other than superannuation. Further details
are contained within the Remuneration
Report.
ASX BEST PRACTICE
RECOMMENDATIONS
The adjacent table lists each of the
ASX Best Practice Recommendations
applicable to the Company as at the
date of its financial year end, being
31 December 2012, and whether the
Company was in compliance with the
recommendations at that date. Where
the Company considers that it is divergent
from these recommendations, or that
it is not practical to comply, there is an
explanation of the Company’s reasons set
out following the table.