2012 Annual Report (2 April 2013) - Grange Resources

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28 PAGE 2012 ANNUAL REPORT Corporate Governance Statement (cont.) Principle / Recommendation Complied Note 1 Lay Solid Foundations for Management and Oversight 1.1 Establish and disclose the functions reserved to the Board and those delegated to management. 1.2 Disclose the process for evaluating the performance of senior executives. 2 Structure the Board to Add Value 2.1 A majority of the Board should be independent directors. 4 4 8 1 2.2 The chair should be an independent director. 8 1 2.3 The roles of chair and chief executive officer should not be exercised by the same individual. 2.4 The Board should establish a nomination committee. 2.5 Disclose the process for evaluating the performance of the Board, its committees and individual directors. 3 Promote Ethical and Responsible Decision Making 3.1 Establish a code of conduct to guide the directors, the chief executive officer (or equivalent), the chief financial officer (or equivalent) and any other key executives as to: • the practices necessary to maintain confidence in the Company’s integrity; • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; and • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 3.2 Establish and disclose a policy concerning diversity. 3.3 Disclose the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them. 3.4 Disclose the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. 4 Safeguard Integrity in Financial Reporting 4.1 The Board should establish an Audit Committee. 4 4.2 The Audit Committee should be structured so that it: • consists of only non-executive directors; • consists of a majority of independent directors; • is chaired by an independent chair, who is not chair of the Board; and • has at least three members. 4.3 The Audit Committee should have a formal charter. 5 Make Timely and Balanced Disclosure 5.1 Establish and disclose written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance. 4 4 4 4 4 4 4 4 4 4 Principle / Recommendation Complied Note 6 Respect the Rights of Shareholders 6.1 Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings. 7 Recognise and Manage Risk 7.1 Establish policies for the oversight and management of material business risks and disclose a summary of those policies. 7.2 The Board should require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks. 7.3 The Board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. 8 Remunerate Fairly and Responsibly 8.1 The Board should establish a remuneration committee. 8.2 The remuneration committee should be structured so that it: • consists of a majority of independent directors; • is chaired by an independent chair; and • has at least three members. 8.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. Note 1: Principle 2 - Structure the Board to Add Value The Company is not in compliance with recommendations 2.1 and 2.2 of the ASX Best Practice Recommendations. A majority of the Board are not considered to be independent when considered in accordance with the criteria set out in recommendation 2.1 (it presently has equal numbers of independent and non-independent non-executive directors), nor is the Chair an independent Director in accordance with these criteria. Following the merger with privately held Australian Bulk Minerals (ABM) on 2 January 2009, the shareholders of ABM had the right to appoint four Directors to the Board of which one would be appointed Chair. Prior to the merger, the Company was not in compliance with recommendations 2.1 and 2.2 as the majority of the Board were not considered to be independent, nor was the Chair considered an independent Director. Despite the Company not being in compliance with these Best Practice Recommendations, the Board believe that the individuals on the Board can and do make quality and independent judgements in the best interests of the Company and all stakeholders. 4 4 4 4 4 4 4
Australia’s most experienced magnetite producer 2012 Financial REPORT For the Year Ended 31 December 2012 These financial statements are the consolidated financial statements of the consolidated entity consisting of Grange Resources Limited and its subsidiaries. The financial statements are presented in Australian currency. Grange Resources Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 11, (St Georges Square), 225 St Georges Terrace, PERTH Western Australia 6000 A description of the nature of the consolidated entity’s operations and its principal activities can be found on pages 9 to 21 of this report. All press releases, financial reports and other information are available on our website: www.grangeresources.com.au Contents Directors’ Report 30 Auditor’s Independence Declaration 42 Financial Statements – Statement of Comprehensive Income 43 – Statement of Financial Position 44 – Statement of Changes in Equity 45 – Statement of Cash Flows 46 – Notes to the Financial Statements 47 Directors’ Declaration 83 Independent Auditor’s Report 84
Page 1 and 2: Australia’s most experienced magn
Page 3 and 4: 2012 ANNUAL REPORT 1 PAGE About Gra
Page 5 and 6: 2012 ANNUAL REPORT 3 PAGE 2013 Prio
Page 7 and 8: 2012 ANNUAL REPORT 5 PAGE Magnetite
Page 9 and 10: 2012 ANNUAL REPORT 7 PAGE Operation
Page 11 and 12: 2012 ANNUAL REPORT 9 PAGE Review of
Page 13 and 14: 2012 ANNUAL REPORT 11 PAGE Grange
Page 15 and 16: 2012 ANNUAL REPORT 13 PAGE MINERAL
Page 17 and 18: 2012 ANNUAL REPORT 15 PAGE ENVIRONM
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Page 21 and 22: 2012 ANNUAL REPORT 19 PAGE Pumping
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Page 27 and 28: 2012 ANNUAL REPORT 25 PAGE The Comm
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Page 35 and 36: 2012 ANNUAL REPORT 33 PAGE Meetings
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Page 39 and 40: 2012 ANNUAL REPORT 37 PAGE Amounts
Page 41 and 42: 2012 ANNUAL REPORT 39 PAGE Service
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Page 67 and 68: 2012 ANNUAL REPORT 65 PAGE Revenue
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Page 73 and 74: 2012 ANNUAL REPORT 71 PAGE NOTE 21.
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2012 ANNUAL REPORT 87 PAGE ASX Addi
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Roger Hill, Senior Geologist and Sc
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2012 Annual Report (2 April 2013) - Grange Resources

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