WPG Resources WPG Resources WPG Resources
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Corporate Governance

The Board of Directors of WPG Resources Ltd:

  • Is responsible for corporate governance and strives for high standards in this regard.
  • Monitors the Company’s business and affairs on behalf of the shareholders by whom they are elected and to whom they are accountable. 
  • Draws on relevant best practice principles particularly theCorporate Governance Principles and Recommendations (2nd edition) issued by the ASX Corporate Governance Council in August 2018 and subsequent updates and these are revised on an ongoing basis.

The Company endeavours to adhere to the best practice principles proposed by ASX, mindful that there may be some instances where compliance is not practicable for a company of WPG's size. In many cases the Company is achieving the standard required, although in some cases the Company is considering new arrangements to enable compliance. In a limited number of instances, the Company does not meet certain standards set out in the recommendations, largely due to the standards being considered by the Board to be unduly onerous for the Company.

The following paragraphs set out the Company’s position relative to each of the 8 principles contained in the ASX Corporate Governance Council’s report, the extent to which it has followed the recommendations, identifying any recommendations that have not been followed and reasons for not doing so.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Board and Board Charter

The Company had a Board of six Directors throughout the financial year (three Executive Directors and three Non-Executive Directors). In August 2013, following the resignation of Mr Heath Roberts, the Board now has five Directors (two Executive Directors and three Non-Executive Directors).

The Company has adopted a formal Board Charter which sets out the functions and responsibilities of the Board and those delegated to management. A formal Delegation of Authority Policy has been adopted and is operated by WPG’s small senior management team. At all times the Board and management recognise the overriding responsibility to act honestly, fairly and diligently and in accordance with the law as set out in the Company’s Code of Conduct and Ethics, summarised below. The Board Charter is available for review on the Company’s website.

Performance Evaluations

Informal performance evaluations of senior management, directors, the Board and Board committees by the Board take place periodically.The Board, with the assistance of the Corporate Governance & Nomination Committee, regularly monitors its performance and the performance of the Directors and Board Committees throughout the year.

A formal questionnaire completed by each of the Directors was also used to review the Board’s performance. This internal review was led by the Chairman and the outcomes were discussed and considered by all Directors.

The satisfaction of specified performance criteria under the Company’s Incentive Rights Plan is, in part, measured against peer company performance bringing genuine objectivity to the performance evaluation process. As the Company grows further formalised processes for evaluating performance will be implemented. 

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

Directors

The Executive Chairman’s role is exercised separately from the Chief Executive Officer. Biographies for Mr Bob Duffin (Executive Chairman) and Mr Martin Jacobsen (Chief Executive Officer) are provided in the Directors and Management section of the 2013 Annual Report. 

Following the resignation of Mr Heath Roberts on 7 August 2013, the majority of Directors are independent. Two of the Directors, including the Chairman, are Executive Directors (Messrs Duffin and Jones). The three Non-Executive Directors (Messrs Dean, Lim and Mutton) are independent.  

The Board is of the view that, given the Company’s current position and focus, there is an adequate and broad mix of skills represented on the Board and that the experience of each of the Directors enables them to be aware of and capable of acting in an independent manner and in the best interests of the shareholders.

Board Committees

The Company has an Audit & Risk Committee, Remuneration Committee and Corporate Governance & Nomination Committee.

Each committee comprises the three Non-Executive Directors of the Company (Messrs Dean, Lim and Mutton), all of whom are independent. Formal, written charters have been adopted for each of the committees.

Board Membership

The Board, with the assistance of the Corporate Governance and Nomination Committee regularly reviews its membership to ensure that it has the appropriate mix of skills and experience required to meet the needs of the Company, monitors the performance of the board, its committees and directors through an ongoing and informal evaluation process. In July, a formal review of its performance was also conducted. A questionnaire completed by each of the Directors was used to review the Board’s performance. This internal review was led by the Chairman and the outcomes were discussed and considered by all Directors.

When the Board identifies the requirement for new membership through a Board position becoming vacant or to broaden the mix of available skills, decisions are based on the mix of skills and diversity the Board wishes to achieve. Any new Board member will be recruited from a diverse range of suitably qualified candidates.

Election and Re-election of Directors

In accordance with the ASX Listing Rules and the Company’s Constitution, no Director may retain office without re-election beyond the third annual general meeting since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election, however the Board informally reviews the performance of a retiring Director before giving a recommendation on whether a retiring Director should be nominated and recommended for re-election.

The Company’s Constitution also requires that Directors who have been appointed by the Board must retire and stand for re-election at the next annual general meeting following their appointment.

Independent Professional Advice

Each Director of the Company has the right to seek independent professional advice at the expense of the Company. Prior approval of the Chairman is required, but this will not be unreasonably withheld.

PRINCIPLE 3 – PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING

Company Policies

The Company has a formal Code of Conduct & Ethics. Directors, officers, employees and key contractors/consultants (WPG Representatives) are required conduct themselves with the highest ethical standards. All WPG Representatives will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Code is distributed to all WPG Representatives and compliance reviewed regularly.

The Company has a policy concerning trading in its securities by WPG Representatives which sets out information and guidelines that must be complied with when trading in WPG Company securities. The Company’s Securities Trading and Trading Windows Policy has been made public in accordance with Listing Rule 12.9 and is available on the Company’s website.

The Company has an Environmental Policy. All WPG Representatives proactively manage activities and adopt techniques which minimise the Company’s environmental impacts at every stage and location of its operations. The Company recognises its responsibility to manage with high professional standards the environmental impacts associated with its operations as it pursues its objective of generating value for shareholders, employees and local communities.

The Board of Directors conducts regular reviews of all policies and procedures.

Diversity

Set out in the Directors Report and below are the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board.

30 June 2013 30 June 2012 Women employees in the whole organisation 3/12 25% 3/12 25% Women on the Board 0/6 0% 0/6 0% Senior Executives 1/6 17% 1/7 14%

The Company is committed to developing and maintaining an inclusive work environment accessible to all and actively promotes a corporate culture which embraces diversity. A formal Diversity Policy has been adopted, and other policies implemented by the Company include in them the Company’s commitment to maintaining an inclusive work environment. The Diversity Policy does not include measurable objectives for achieving gender diversity. The personnel remaining with the Company following the sale of Iron Ore assets to Arrium (formerly OneSteel) in 2019 form a stable key group who are not likely to change significantly in the short term. When the employee base of the Company increases, measurable objectives for gender diversity will be established.

The Company is committed to developing and maintaining an inclusive work environment accessible to all and actively promotes a corporate culture which embraces diversity. A formal Diversity Policy including measurable objectives for achieving gender diversity has not yet been adopted, however other policies implemented by the Company include in them the Company’s commitment to maintaining an inclusive work environment.

While the Company seeks to ensure that selection and recruitment decisions are based on merit, it recognises that greater innovation and improved engagement are achieved through having a diverse workforce. The Board aims to attract and maintain a Board and employee base which has an appropriate mix of skills, experience and expertise by recruiting from a diverse pool of qualified candidates. Any new personnel will be selected from a broad range of candidates.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

The Company has an Audit & Risk Committee. A formal, written charter for the Audit & Risk Committee has been adopted and is available for review on the Company’s website.

Audit & Risk Committee

The Audit & Risk Committee consists of the three Non-Executive Directors, Messrs Dean, Lim and Mutton, all of whom are independent, and is chaired by Mr Mutton, an independent director who is not the chair of the Board. The qualifications of each member are set out in the Directors Report. These Directors are considered to have applicable expertise and skills for this Committee.

The Audit & Risk Committee reports to the Board after each committee meeting. There are usually two meetings of the Audit & Risk Committee each year although the committee will meet more regularly to discuss risk factors, related to both projects and broader corporate risk, as necessary.

External Auditor

In conjunction with the Board, the Audit & Risk Committee meets with and reviews the performance of the external auditors (including scope and quality of the audit). The selection and appointment of external auditors must be approved by shareholders at an AGM. The size, profile, experience and cost structure of external audit firms must be considered commensurate with the requirements of a listed company of the size of WPG. The Audit & Risk Committee and the auditor make a recommendation to the Board on external auditor engagement partner rotation.

During the 2018-2019 financial year ASIC authorised the appointment of Grant Thornton Audit Pty Ltd as the Company’s auditor on a resolution of Directors until its next AGM. Following a tender process for the auditor role, which was undertaken during the second half of 2012, shareholders approved the appointment of Grant Thornton Audit Pty Ltd as the Company’s auditor at the 2012 AGM.

System of Internal Control

The Audit & Risk Committee assesses the performance and objectivity of the audit function and internal control systems. The Company regularly reviews its procedures to ensure compliance with the recommendations set out under this principle.

Confirming Financial Reports

Senior management confirms that the financial reports represent a true and fair view and are in accordance with relevant accounting standards. The Chief Executive Officer and the Chief Financial Officer state in writing to the Board that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with relevant accounting standards.

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

Disclosure

The Company, its Directors, Officers and consultants are highly cognisant of the ASX’s continuous disclosure requirements and operate in an environment where strong emphasis is placed on full and appropriate disclosure to the market. The Company continually uses strong informal systems to achieve this objective, underpinned by experienced individuals.

The Company has adopted a Disclosure & Communications Policy which sets out its commitment to complying with its disclosure obligations and maintaining public confidence through timely disclosure of information which affects investment decisions. WPG representatives must immediately notify the nominated Disclosure Officers as soon as they become aware of material information concerning the business of WPG that a reasonable person would expect to have a material effect on the price or value of WPG’s securities. This information will be considered for release to the market by the Disclosure Officers who will coordinate the preparation and release of information to ASX and shareholders. Where time permits, the Board will review and approve the form of disclosure of major company announcements or decisions. While the Company will not generally comment on market rumours or speculation, they will respond if ASX considers that there is or is likely to be a false market in WPG’s securities.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS

Communicating With Shareholders

The Company’s Disclosure & Communications Policy sets out the ways in which the Company promotes effective communication with shareholders. The Company promotes its website and the electronic distribution of data to shareholders as the favoured course of communication. The Company provides information updates to investors by email.

All significant information disclosed to the ASX is posted on the Company’s website as soon as it is released by the ASX.

Answering Questions from Shareholders

The Company actively answers questions and communications from shareholders, where appropriate, in a concise and timely fashion. To the extent possible, the Company facilitates the orderly handling of shareholders’ procedural inquiries through introduction to appropriate contacts at service providers, such as the Company’s share registry, Boardroom Pty Ltd.

The Company has requested its external auditor attend all general meetings. This has been supported by the Company’s audit director at Grant Thornton. The Company’s external auditor attends all annual general meetings and is available at that time to answer questions from shareholders. In some cases, questions are better presented in writing in advance and in that case such an approach is facilitated.

Analyst Briefings

When analysts are briefed on aspects of the Group’s operations, the material used in the presentation is (or has previously been) released to the ASX and posted on the Company’s website. Where appropriate, the Company keeps a summary record of these briefings and the issues discussed. The Company is vigilant in ensuring that non-public, price sensitive information is not discussed on these occasions. Any non-public, price sensitive information that may have been inadvertently disclosed is immediately released to the market.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

Risk Management Policy and Procedures

Risk management arrangements are the responsibility of the Board of Directors, the Audit & Risk Committee and senior management collectively. The Company has a Risk Management Policy for the oversight and management of material business risks. 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.

Risk factors are discussed regularly at Board meetings. The Audit & Risk Committee meets regularly to discuss risk factors, related to both projects and broader corporate risk. Senior Management meets regularly to discuss risk factors.

The Company has developed a risk assessment process which identifies and measures risks that might impact upon the achievement of the Company’s goals and objectives, formulates risk management strategies to manage identified risks and monitors the environment for emerging factors and trends that affect these risks.

The Company’s risk management systems and internal compliance and controls are monitored and assessed regularly to ensure they are of a high standard of performance and improvements in their effectiveness implemented as required.

Work Health and Safety

The Company is committed to a healthy and safe working environment and the welfare of all workers and any person entering any of its workplaces. WPG has a formal Work Health and Safety policy and comprehensive procedural manual, which is provided and agreed to in writing by all WPG representatives and is subject to regular reviews.

Officer Due Diligence

The Company conducts regular reviews of its WHS due diligence obligations. The Company has developed an Officers due diligence safety governance plan which shows comprehensively how officers will meet their due diligence obligations. The safety governance plan is followed and regularly analysed for effectiveness.

Financial Reporting Risks

The Board has received the declarations required to be made to the Directors from the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2013.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

Remuneration Committee

The Company has a Remuneration Committee, which has a formal, written charter. The Committee is comprised of the three non-executive Directors, Messrs Dean, Lim and Mutton, all independent directors, and is chaired by Mr Dean.

The Committee meets as and when required, to review performance matters and remuneration. The qualifications of each member are set out in the Directors Report.

The Remuneration Committee reviews and make recommendations to the Board on the Company's remuneration, recruitment, retention and termination policies and procedures for senior executives, senior executives' remuneration and incentives, superannuation arrangements, the remuneration framework for Directors and the outcomes of discussions with the Company’s external remuneration consultant. Directors believe that the size and nature of the Company makes individual salary and consultant negotiations more appropriate than formal remuneration policies. These negotiations are designed to attract, retain and motivate high calibre executives by providing remuneration packages which include market competitive fixed annual rewards and long term incentives of retention and performance rights. The Incentive Rights Plan is summarised in the Directors Report.

Executive Remuneration

The Remuneration Committee has received independent external advice and market comparisons in establishing the 2013/2014 financial year fixed annual reward (FAR) packages for Directors and senior executives. In accordance with Corporations Act requirements, the Company discloses the fees or salaries paid to all Directors and Key Management Personnel.

The Company has granted rights pursuant to the Incentive Rights Plan to Executive Directors and senior executives for the 2013/2014 financial year and these are disclosed in the Directors Report.

Non-Executive Directors’ Remuneration

Non-Executive directors are remunerated by way of fees. Non-Executive directors do not participate in the Company’s Incentive Rights Plan, and do not receive options, bonus payments or retirement benefits other than superannuation.

Approved Company documents

Available on Company website:

Summarised in Corporate Governance Statement:

  • Remuneration Committee charter
  • Corporate Governance & Nomination Committee charter
  • Delegation of Authority
  • Code of Conduct & Ethics
  • Diversity Policy
  • Environmental Policy
  • Incentive Rights Plan
  • Communications & Disclosure Policy
  • Risk Management Policy
  • Work Health and Safety policy and comprehensive procedural manual
  • Officers due diligence safety governance plan

Board of Directors

Board Charter

Board members:

Bob Duffin (Chair)
Martin Jacobsen
Gary Jones
Len Dean
Lim See Yong
Dennis Mutton

Audit & Risk Committee

Audit & Risk Committee Charter

Committee members:

Dennis Mutton (Chair)
Len Dean
Lim See Yong

Securities Trading and Trading Windows

WPG Securities Trading and Trading Windows Policy

Constitution

New Constitution

 

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WPG Resources Ltd

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