ANNUAL REPORT - Ashburton Minerals

Corporate Governance Statement
For The Year Ended 30 June 2007
This statement outlines the main corporate governance practices
in place throughout the financial year, which comply with the
ASX Corporate Governance Council recommendations, unless
otherwise stated.
Board of Directors
The Board’s primary role is the protection and enhancement of longterm
shareholder value.
To fulfil this role, the Board is responsible for the overall corporate
governance of the Consolidated Entity including formulating its
strategic direction, approving and monitoring capital, exploration
and operating expenditure, setting remuneration, appointing
and removing directors and senior employees, establishing
and monitoring the achievement of management’s goals and
ensuring the integrity of internal control and management
information systems. It is also responsible for approving and
monitoring financial and other reporting.
The Board has delegated responsibility for operation and
administration of the Company to the Executive Directors and
senior employees.
Identification of Independent Directors
The independent Director of the Company is Mr Rick Crabb. Mr
Crabb was a principal of the firm Blakiston & Crabb. Blakiston
& Crabb have been one of the providers of legal services to the
Company. Mr Crabb ceased as a principal of Blakiston & Crabb
on 30 June 2004 and now focuses on his public company
directorships and investments.
Board Processes
Due to the small size of the board all matters that would be
addressed by committees (eg. Nomination committee, audit
committee) are dealt with by the full Board of Directors.
The board has established a framework for the Consolidated
Entity including a system of internal control, a business risk
management process and the establishment of appropriate
ethical standards.
The full board holds regular meetings to discuss operational
matters, plus strategy meetings and any extraordinary meetings
at such other times as may be necessary to address any specific
significant matters that may arise.
The agenda for meetings is prepared in conjunction with the
chairman, Executive Directors and Company Secretary. Board
reports are circulated in advance.
Independent Professional Advice and
Access to Company Information
If a Director considers it necessary to obtain independent
professional advice to properly discharge the responsibility of his/
her office as a Director then, provided the Director first obtains
approval for incurring such expense from the chairperson, the
Company will pay the reasonable expenses associated with
obtaining such advice.
Composition of the Board
The names and profile of each Director of the Company at the
date of this report are set out in the Director’s report.
The composition of the board is determined using the following
principles:
• The Board should comprise at least three directors. This
number may be increased where it is felt that additional
expertise is required in specific areas, or when an
outstanding candidate is identified,
• Due to the small size of the board it is not considered
necessary that the majority of the board should be
independent directors,
• The Board should comprise directors with a broad range
of expertise, with a majority of directors having extensive
knowledge of the Company’s industry,
• Directors appointed by the Board are subject to election by
shareholders at the following annual general meeting and
thereafter directors (excluding the Managing Director) are
subject to re-election at least every two years.
The composition of the Board is reviewed on an annual basis
to ensure that the Board has the appropriate mix of expertise
and experience. When a vacancy exists, through whatever
cause, or where it is considered that the Board would benefit
from the services of a new director with particular skills, a panel
of candidates is selected with the appropriate expertise and
50
Ashburton Minerals Ltd 2007