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EXECUTIVE LEADERSHIP TEAMTim LehanyB.E., MBA, MAusIMMManaging Director and Chief Executive OfficerTim is a mining engineer with extensive operating experienceover the past twenty years with a number of miningcompanies, including Newcrest Mining and WMC Ltd.His roles covered gold, base metal and nickel mines.At Newcrest Mining Limited, he played a key leadership rolein the implementation of a structured value-driven five yearplanning process that has greatly streamlined businessprocesses and enhanced Newcrest’s operational performance.David RoseB.E. (Mining Eng), BAChief Operating OfficerDavid is an experienced Mining Executive with 25 years ofindustry experience having held senior positions at WMC,CRA, Pasminco and Rio Tinto. He is a Mining Engineerwith a First Class Honours degree from the Universityof Queensland, and a Bachelor of Arts Degree from theUniversity of Oxford where he studied as a Rhodes Scholar.David Rose commenced on 7 September 2009.Garth Campbell-CowanB.Com, Dip-Applied Finance & Investments, FCAChief Financial OfficerGarth was appointed in September 2006 and is responsiblefor finance, treasury, taxation, reporting and businessanalysis, corporate planning, capital management,procurement and information technology. Prior to joiningSt Barbara, he was Director of Corporate Accounting atTelstra and has held finance leadership roles with WMC,Newcrest Mining and ANZ.Ross KennedyB.Com, Grad. Dip-Company Secretarial Practice,ACA, FTIA, FAICD, M AusIMM, ACISExecutive General Manager Corporate Services& Company SecretaryRoss has been with St Barbara since 2004. He leads thecorporate services team which covers corporate policy designand implementation, internal and external communications,human resources policy, land management statutorycompliance as well as promoting risk and opportunitystrategies to protect the Company’s business and createshareholder value. The Company Secretariat managesstatutory compliance with Company law and stock exchangelisting rules, in Australia and overseas, as well as theorganisation of Board and shareholder-related matters.Phil UttleyB.Sc. Hons. (Geol. & Mineral.)Executive General Manager ExplorationPhil is an experienced Exploration Executive with 35 yearsof industry experience having held senior positions in SinoGold, SRK Consulting and Renison Goldfields Consolidated(formerly Gold Fields). He has a B.Sc Hons. (Geol. & Mineral)from University of Queensland and is an experiencedexploration geologist, with a demonstrated track record ingold discoveries and establishment of resources for goldproduction. Phil Uttley commenceson 28 September 2009.stbarbara.com.au – Annual Report 2009: 19
Corporate GovernanceCorporate Governance is the processby which companies are directedand managed. Strong corporategovernance also aids effectivemanagement and decision making.St Barbara is committed to sustainingand improving corporate governancesystems and reports in accordancewith the 2007 ASX CorporateGovernance Principles andRecommendations.During the 2009 fiscal year theCompany assessed its practices againstthe ASX Recommendations and hasmade appropriate modifications to itspolicies. St Barbara’s position withrespect to each of the relevant ASXRecommendations is described below.St Barbara’s website contains a range ofinformation on governance practices andpolicies including Charters for the Boardand all Board Committees. The websiteaddress is www.stbarbara.com.auPrinciple 1: Lay solid foundationsfor management and oversightThe role of the Board is to represent theinterest of shareholders; provide strategicguidance to, and effective oversight of,management; foster a culture of goodgovernance; and promote a safe andhealthy working environment within theCompany. In performing its role, theBoard at all times will endeavour to act:I. In a manner designed to create andcontinue to build sustainable valuefor shareholders;II. Honestly, fairly and in accordancewith the law in serving the interestsof the Company, its shareholders,employees, and other stakeholders;III. In accordance with the duties andobligations imposed upon Directorsby the Company’s Constitution andapplicable law; andIV. With integrity and objectivity,consistent with ‘best practice’ ethical,professional and related standards.Responsibility to shareholders extendsto other stakeholders with equityinterests, including Convertible Noteand option holders.The specific responsibilities of the Boardare described in the Board Charter.Executive manager evaluationThe Board has established a RemunerationCommittee, which providesrecommendations and direction forthe Company’s remuneration practices.The Committee ensures that a significantproportion of each executive’sremuneration is linked to his or herperformance through short and longtermincentives and the Company’sperformance relative to its peers.Performance reviews are conductedat least annually and were undertakenduring the 2009 financial year.The performance of the ManagingDirector and CEO and direct reportsis assessed against agreed keyperformance indicators with resultsfor senior executives reported tothe Remuneration Committee.Principle 2: Structure the Boardto add valueIndependenceIt is Board policy that a majority ofNon-Executive Directors, includingthe Chairman, should be independentand free of any relationship that mayconflict with the interests of theCompany, and this has been, andcontinues to be the case at St Barbara.The Chairman is an independentNon-Executive Director. The ManagingDirector and Chief Executive Officer,is the sole executive on the Board.In order to ensure that any potentialconflict of interest of a Director in amatter to be considered by the Boardis known by each other Director, everyDirector has contracted with theCompany to disclose any relationships,duties or interests held that may giverise to such potential conflict. Directorswho have declared a conflict of intereston a particular issue are excluded fromvoting on that issue.Composition and Nomination to BoardHaving regard to the importance ofBoard appointments and the size of theCompany the Board retains the boardnomination responsibility to itself andtherefore does not have a nominationcommittee.Although there is no specific processof director selection detailed in theBoard Charter, on deciding to appointa director to the Board, the Boardevaluates its skill needs and engagesa independent search firm to assist andadvise the Board on identifying andselecting the best candidates for thegiven vacancy. The assessment processincludes interviews by a majority ofBoard members. The Board assessesthe nominees against a range of specificcriteria, including their experience,professional skills, potential conflictsof interest, the requirement forindependence and the existingcollective skill sets of the Board.Details of each current Director’s skills,qualifications, experience, relevantexpertise and dates of appointmentare set out in pages 26 and 28.The Board discussed and consideredthe performance of the Board duringthe year, which was facilitated by theChairman. Having regard to the changein Managing Director and CEO in March2009, it was agreed for the Chairmanto facilitate an evaluation of Board andDirector performance during the 2010fiscal year.Board structureThe Board has established a numberof Board Committees to facilitate theexecution of its responsibilities. TheCommittees provide a forum for a moredetailed analysis of key issues andinteraction with management. EachCommittee reports its deliberations tothe next Board meeting. The currentCommittees are:20
Page 1 and 2: INSTRUCTIONSTURN PAGESby clicking t
Page 3 and 4: Vision statementTo be a successful
Page 5 and 6: Highlights for Fiscal YEAR 2009Prod
Page 7 and 8: CEO’s ReportThe 2010 fiscalyear w
Page 9 and 10: OperationsLEONORA• Gwalia mine co
Page 11 and 12: Operations continuedSouthern Cross
Page 13 and 14: ExplorationDrilling established hig
Page 15 and 16: Environment, Safety andSocial Respo
Page 17 and 18: Ore Reserves & Mineral ResourcesSta
Page 19 and 20: Finance• Revenue up 96%to $281 mi
Page 21: Finance continuedDuring the year th
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Page 27 and 28: Directors’ ReportFor the year end
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Corporate DirectoryBoard of Directo
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Studio Periscope 2009 All Rights Re
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