In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Strategic Energy Resources Limited ("the Company") have adhered to the principles of corporate governance. A description of the main corporate governance practices is set out below.
Board of Directors
The Board of Directors is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
As the Board acts on behalf of shareholders, it seeks to identify the expectations of shareholders, as well as other ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.
The primary responsibilities of the Board include:
- formulation and approval of the strategic direction, objectives and goals of the Company;
- monitoring the financial performance of the Company, including approval of the Company's financial statements;
- ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
- the identification of significant business risks and ensuring that such risks are adequately managed;
- the review of performance and remuneration of Executive Directors; and
- the establishment and maintenance of appropriate ethical standards.
The responsibility for the operation and administration of the Company is carried out by the Directors and supported by senior professional staff. The Board ensures that this team is suitably qualified and experienced to undertake their responsibilities, and assesses the performance of the management team on an ongoing basis to ensure that management's objectives and activities are aligned with the expectations and risks identified by the Board.
The Directors of the Company are as follows:
Peter began his professional career more than 40 years ago with an international accounting firm specialising in start-ups and work-outs. He was soon invited into partnership of a national firm, and later on launched his own accounting practice in 1978, where he remains principal.
Since the early 1980s, Peter has held directorships in a number of listed exploration companies in both Australia and New Zealand, concentrating on the economics of project modelling and capital raising. Recently, Peter has been responsible for several IPOs supervising due diligence, corporate governance and compliance matters, and has consulted for Fortune 500 companies in China, Hong Kong, Canada, the USA and UK.
Peter is currently Chairman of unlisted public company Shoreline Minerals Limited, which holds iron sand interests in Chile.
Anthony Rechner has over forty years' experience in Australia and overseas working in mineral and petroleum exploration and holds a Bachelor of Science degree in Geology and Physics from the University of Adelaide.
Mr Rechner's role as Chairman and/or Managing Director of Windsor Resources NL, Brunswick NL and Geographe Resources Ltd resulted in these companies evolving from small explorers to major gold producers at Mount Percy, Galtee More and Chalice respectively. Mr Rechner also played a key role in the discovery and ongoing development of two mineral sands mines in Western Australia for Falcon Minerals Ltd.
Previously a director of SER from 1991 to 2007 Mr Rechner was responsible for the acquisition of the Uley Graphite mine and the Cultana project.
Mr Stuart Rechner is an experienced company director with a background in project generation and acquisition in Australia and overseas. Mr Rechner holds degrees in both geology and law and is a member of the Australian Institute of Geoscientists and the Australian Institute of Company Directors. For over ten years Mr Rechner was an Australian diplomat responsible for the resources sector with postings to Beijing and Jakarta.
Melanie is a qualified Chartered Accountant and a registered Company Auditor with 19 years of experience in the accounting profession. In 2000, she established her own chartered accounting practice, Leydin Freyer, specialising in audit and public company consulting.
Melanie holds the role of Company Secretary for a number of ASX-listed junior mining, oil and gas and exploration entities.
The Board is satisfied that its structure is appropriate for the size of the Company and the nature of its operations and is cost effective for the management of the Company.
Communication to Market & Shareholders
The Board aims to ensure that the shareholders, on behalf of whom they act, are aware of all information necessary to assess the performance of the Directors and the Company. Information is communicated to shareholders and the market through: the Annual Report which is available to all shareholders; other periodic reports which are lodged with the ASX and available for shareholder scrutiny; other announcements made in accordance with ASX Listing Rules; special purpose information memoranda issued to shareholders as appropriate; and the Annual General Meeting and other meetings called to obtain approval for Board action as appropriate.
When the need for a new director is identified, selection is based on the skills and experience of prospective directors, having regard to the present and future needs of the Company. Any appointed director must then stand for election at the next Annual General Meeting of the Company.
Terms of Appointment as a Director
As per the structure of the Company, any Director other than the Managing Director may not retain office for more than three calendar years or beyond the third Annual General Meeting following his or her election, whichever is longer, without submitting for re-election. One third of the Directors must retire each year and are eligible for re-election. The Directors who retire by rotation at each Annual General Meeting are those with the longest length of time in office since their appointment or last election.
The Company and the nature of its activities, the Board has established an audit and risk committee which operates under an audit and risk committee charter to focus on issues relevant to the integrity of the Company’s financial reporting. The Committee consists of two non-executive Directors being, Mr Peter Armitage (Committee Chairman) and Mr Stuart Rechnert.
In light of the size of the Company, there has not been a formally established Remuneration Committee and this function is carried out by the Board as a whole. Therefore the nomination of new Directors and the setting, or review, of remuneration levels of Directors and senior executives are reviewed by the Board as a whole and approved by resolution of the Board (with abstentions from relevant Directors where there is a conflict of interest). Where the Board considers that particular expertise or information is required, which is not available from within their number, appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.
Remuneration and other terms of employment of executives, including executive directors, are reviewed periodically by the Board having regard to performance, relevant comparative information and, where necessary, independent expert advice. Remuneration packages are set at levels that are intended to attract and retain executives capable of managing the Company's operations. The terms of engagement and remuneration of executive directors is reviewed periodically by the Board, with recommendations being made by the non-executive director. Where the remuneration of a particular executive director is to be considered, the director concerned does not participate in the discussion or decision-making.
Independent Professional Advice
Directors have the right, in connection with their duties and responsibilities as directors, to seek independent professional advice at the Company's expense. Prior approval of the Chairman is required, which will not be unreasonably withheld.
Dealings are not permitted at any time while in the possession of price sensitive information not already available to the market. In addition, the Corporations Act 2001 prohibits the purchase or sale of securities while a person is in possession of inside information. For further details on the Company’s Share Trading Policy, click on the below PDF document.
Code of Conduct
The Board has approved a code of conduct which sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive towards when dealing with each other, shareholders and the broad community. For further details on the Company’s Code of Conduct, click on the Corporate Governance Charter document.