Corporate Governance

The Board of Directors of Blackham Resources Limited (‘Blackham’ or ‘the Company’) is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of Blackham on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board aims to develop strategic objectives for the Company, continually review those strategic objectives, and monitor the performance against those objectives.  The overriding objective is to provide an acceptable rate of return to the Company’s shareholders taking into account the interests of all relevant stakeholders including its employees and the communities in which it operates.

Blackham has adopted policies, procedures and practices as tools to support the Board’s strong belief in good corporate governance. Commensurate with the spirit of the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council (‘Council’), the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices.

CORPORATE GOVERNANCE STATEMENT 2017

http://blackhamresources.com.au/documents/2017-corporate-governance-statement-financial-year-ended-30-june-2017/

 

Spoiler title

CHARTERS

Board Charter

CORPORATE GOVERNANCE POLICIES

CHARTERS

PART A – DEFINING GOVERNANCE ROLES

 1. ROLE OF THE BOARD1.1 Function
The Board of Directors of Blackham Resources Ltd (“Blackham”) have approved the following charter formalising the functions and responsibilities of the Board (Board Charter). The Board is ultimately responsible for all matters relating to the running of the Company.The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.The Board has the final responsibility for the successful operations of the Company. In general, it is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body.Commensurate with the spirit of the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council, the Board has endeavored to follow each of the recommendations and to meet or exceed other good corporate governance practices the Board considers appropriate from time to time. The Company is working towards full compliance however it does not consider that all practices are appropriate for the Company at this time, due to the size and scale of its operations. Under the Principles and Recommendations, if the Board considers a recommendation is not appropriate to its particular circumstances, it is entitled not to adopt it. If it does so, it will explain why it has not adopted the recommendation on an ‘if not, why not’ approach basis.Good corporate governance promotes investor confidence.1.2 Objective
The key objectives of the Board are to:

• provide an acceptable rate of return to the Company’s shareholders taking into account the interests of the company’s employees, customers, suppliers, lenders and the communities in which it operates;
• ensure the Company is properly managed and enhances and protects its reputation.

1.3 Responsibilities
The Board is responsible for:

• Overseeing and approving the Company’s strategic and operating objectives;
• Developing initiatives for profit and assets growth;
• Acting on behalf of, and being accountable to, the Shareholders;
• Reviewing and approving the Company’s financial position, systems of risk management and internal compliance and control, codes of conduct and legal compliance;
• Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestments;
• Being responsible for the Company’s senior management and personnel including appointing and, where appropriate, removing the Chairman;
• Ratifying the appointment, and where appropriate, the removal of the Managing Director (if applicable) and the Company Secretary;
• Evaluating the performance of the executive directors and the Senior Management Team and determining their remuneration;
• Delegating appropriate powers to the executive directors and senior management to ensure the effective day-to-day management of the business and monitoring the exercise of these powers;
• Circulating relevant materials to Directors in a timely manner to facilitate Directors’ participation in Board discussions on a fully informed basis;
• Ensuring that policies and procedures are in place consistent with the Company’s objectives, and that the Company and its officers act legally, ethically and responsibly in all matters.
• Ensuring corporate accountability to the shareholders primarily through adopting an effective shareholder communications strategy, encouraging effective participation at general meetings and, through the Chairman, being the key interface between the Company and its shareholders.

2. BOARD STRUCTURE

2.1 Number of Directors
The Board has determined that, consistent with the size of the Company and its activities at the time, the Board shall contain a majority of Directors who are non-executive. As a minimum, the Board of Directors shall be comprised of four (4) Directors.

2.2 Appointment of Directors
The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company’s scope of activities, intellectual ability to contribute to Board’s duties and physical ability to undertake Board’s duties and responsibilities.

2.3 Duration of Appointment
In the interest of ensuring a continual supply of new talent to the Board, all Directors with the exception of the Managing Director will serve for a period of three years before they are requested to stand down for re-election. A Managing Director may be appointed for any period and on any terms the directors think fit and, subject to the terms of any agreement entered into, the Board may revoke any appointment.

Subject to the requirements of the Corporations Act 2001, the Board does not subscribe to the principle of retirement age and there is no maximum period of service as a director.

2.4 Board Independence
As stated, the Board should ideally contain a majority of non-executive directors with the Board following the independence tests as described by the ASX Corporate Governance Council.

The non-executive directors are classified as such by assessing their independence and reaching a determination of independence based on the following key elements:

• The specific disclosures made in accordance with the Corporations Act, but each such director in respect of any material contract or relationship
• That no such director is, or is associated directly with, a substantial shareholder of the company
• Where applicable, the related party dealings referable to each such director, noting that those dealings are not material under accounting standards. Full details of related party dealings are set out in the notes to the financial statements
• That no such non-executive Director has within the last three years been employed in an executive capacity by the company
• That no such non-executive Director is, or is an associate with a supplier or customer of the company which is material under accounting standards
• That such non-executive Director is free from any interest and any business or other relationship which could, or could reasonable be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.

Each director, when appointed, is required to complete a Directors Declaration of Interest Form. At each directors meeting, all directors must inform the meeting of any changes to their ‘declaration of interest’ status.

Given the size of the Company, its small capitalization, limited resources and the industry in which it operates, the current Board structure is best considered to serve the Company in meeting its objectives. The composition of the Board is reviewed on an annual basis to ensure that the Board has the appropriate mix of expertise and experience.

2.5 Independent professional advice
There are procedures in place, as agreed by the board, to enable directors to seek independent professional advice on issues arising in the course of their duties at the company’s expense.

2.6 Nomination Committee
Given the size and scope of the operations of the Company, the Company does not have a nomination committee, the full board has assumed those responsibilities that are ordinarily assigned to a nomination committee.

Where appropriate, independent consultants may be engaged to identify possible new candidates for the Board.

2.7 Nomination Arrangements
Where a vacancy is considered to exist, the Committee will select an appropriate candidate through consultation with external parties and consideration of the needs of shareholders and the Company. Such appointments will be referred to shareholders for re-election at the next annual general meeting. All Directors, except the Managing Director, are subject to re-election by shareholders at least every three years.

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, the Board will determine the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities. The Board will then appoint the most suitable candidate (assuming one is available) who must stand for election at the next annual general meeting.

2.8 Performance
The Board undertakes ongoing self-assessment and review of performance of the Board with individual directors seeking external advice as appropriate. The Chairman of the Board is responsible for determining the process for evaluating Board performance.

The evaluation of the Managing Director and COO is undertaken via an informal interview process which occurs at least annually, at the Board’s discretion.

3. THE ROLE OF INDIVIDUAL DIRECTORS

3.1 Expectations of Directors in Board Process
It is expected that Directors shall, in good faith, behave in a manner that is consistent with generally accepted principles for the conduct at all meetings of the Board and of meetings involving the shareholders.

Directors are expected to be forthright in Board meetings and have a duty to question, request information, raise any issue, and fully canvas all aspects of any issue confronting the Company, and cast their vote on any resolution according to their own judgment.

Outside the boardroom, however, Directors will support the letter and spirit of Board decisions in discussions with all stakeholders including any shareholders, special interest groups, customers,
staff, suppliers and any other parties.

Directors will keep confidential all Board discussions and deliberations. Similarly, all confidential information received by a Director in the course of the exercise of the Director’s duties remains the property of the Company and is not to be discussed outside the boardroom. It is improper to disclose it, or allow it to be disclosed, unless that disclosure without appropriate authorisation.

3.2 Conflict of Interest and Related Party Transactions

3.2.1 Conflicts of Interest
Directors must disclose to the Board actual or potential conflicts that may or might reasonably be thought to exist between the interests of the Director and the interests of the Company. On appointment, Directors are required to declare any such interests and those details will be entered into the Company’s Register of Ongoing Conflicts of Interests.

Directors should update this disclosure by notifying the Company Secretary in writing as soon as they become aware of any conflicts. Directors are also expected to indicate to the Chairman any actual or potential conflict of interest situation as soon as it arises. To ensure Directors have an opportunity to disclose new conflicts of interest, the first agenda item for each Board meeting will be the disclosure of any conflicts of interest. Any amendments to disclosures are to be tabled at this time and entered into the Register of Ongoing Conflicts of Interest.

The Board can request a Director to take reasonable steps to remove the conflict of interest. If a Director cannot or is unwilling to remove a conflict of interest then the Director must absent himself or herself from the room when discussion and voting occur on matters to which the conflict relates. The entry and exit of the Director concerned will be minuted by the Company Secretary. Directors do not have to absent themselves when either (a) conflict of interest relates to an interest common to all Company members/shareholders or (b) the Board passes a resolution that identifies the Director, the nature and extent of the Director’s interest and clearly states that the other Directors are satisfied that the interest should not disqualify the Director concerned from discussion and/or voting on the matter.

3.2.2 Related Party Transactions
In general, the Corporations Act requires related party transactions to be approved by shareholders; the Board can generally not approve these transactions. An exemption to this requirement occurs where the financial benefit is given on arm’s length terms and conditions.

Related party transactions include any financial transaction between a Director or officer and the
Company and will be reported in writing to each Board meeting.

Where applications are made by a related party to a Director or officer of the Company then the Director or officer shall exclude himself/herself from the approval process.

Related party for this process means:

(a) a spouse or de facto spouse of the Director or officer; or
(b) a parent, son or daughter of the Director or officer or their spouse or de facto spouse; or
(c) an entity over which the Director or officer or a related party defined in (a) or (b) has a controlling interest.

The Company Secretary will record and maintain a record of related party transactions as well as a register of ongoing conflicts of interest.

3.4 Emergency Contact Procedures
As there is the occasional need for urgent decisions, Directors should leave with the Company Secretary any contact details, either for themselves or for a person who knows their location, so that all Directors can be contacted within 24 hours in cases of a written resolution or other business.

4. THE ROLE OF THE CHAIRMAN

The Chairman’s role is a key one within the Company. The Chairman is considered the “lead” Director and utilises his/her experience, skills and leadership abilities to facilitate the governance processes.

There are two main aspects to the Chairman’s role. They are the Chairman’s role within the boardroom and the Chairman’s role outside the boardroom.

4.1 Inside the Boardroom
Inside the boardroom the role of the Chairman is to:

1. Establish the agenda for Board meetings in consultation with the Board;
2. Chair Board meetings. It is common practice that if the Chairman is not present within 10 minutes after the time appointed for the holding of that meeting, a Director chosen by a majority of Directors present shall assume the role;
3. Be clear on what the Board has to achieve, both in the long and short term;
4. Provide guidance to other Board members about what is expected of them;
5. Ensure that Board meetings are effective in that:
– the right matters are considered during the meeting (for example, strategic and important issues);
– matters are considered carefully and thoroughly;
– all Directors are given the opportunity to effectively contribute; and
– the Board comes to clear decisions and resolutions are noted;
6. Brief all Directors in relation to issues arising at Board meetings;
7. Ensure that the decisions of the Board are implemented properly;
8. Ensure that the Board behaves in accordance with its Code of Conduct; and
9. Commence the annual process of Board and Director evaluations.

4.2 Outside the Boardroom
Outside the boardroom the role of the Chairman is to:

1. In conjunction with the Managing Director, undertake appropriate public relations activities;
2. Be the spokesperson for the Company at the AGM and in the reporting of performance and profit figures;
3. Be the major point of contact between the Board and the Managing Director;
4. Be kept fully informed of current events by the Managing Director on all matters which may be of interest to Directors;
5. Regularly review with the Managing Director, and such other senior officers as the Managing Director recommends, progress on important initiatives and significant issues facing the Company;
6. Provide mentoring for the Managing Director; and
7. Initiate and oversee the annual Managing Directors evaluation process.

5. THE ROLE OF THE COMPANY SECRETARY

The Company Secretary is charged with facilitating the Company’s corporate governance processes and so holds primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively. The Company Secretary is accountable to the Board, through the Chairman, on all governance matters and reports directly to the Chairman as the representative of the Board. The Company Secretary is appointed and dismissed by the Board and all Directors have as of right access to the Company Secretary.

The tasks of the Company Secretary shall include:

5.1 Meetings and Minutes
• notifying the directors in writing in advance of a meeting of the Board as specified in the Constitution;
• ensuring that the agenda and Board papers are prepared and forwarded to Directors prior to the Board meeting as set out in the Board Policy Manual;
• recording, maintaining and distributing the minutes of all Board and Board Committee meetings as required;
• maintaining a complete set of Board papers at the Company’s main office.
• preparing for and attending all annual and extraordinary general meetings of the Company; and
• recording, maintaining and distributing the minutes of all general meetings of the Company.

5.2 Compliance
• overseeing the Company’s compliance program and ensuring all Company legislative obligations are met;
• ensuring all requirements of ASIC, the ATO and any other regulatory body are fully met; and
• providing counsel on corporate governance principles and Director liability.

5.3 Governance Administration
• maintaining the register of ongoing conflicts of interest and the register of related party transactions;
• maintaining a Register of Company Policies as approved by the Board;
• maintaining, updating and ensuring that all directors have an up-to-date copy of the Board Charter and associated governance documentation;
• maintaining the complete list of the delegations of authority;
• reporting at each Board meeting the documents executed under a power of attorney, documents executed in accordance with section 127 of the Corporations Act, and reporting on the use of the seal register; and
• any other services the Chairman or Board may require.

6. THE ROLE OF THE MANAGING DIRECTOR

The Managing Director (“MD”) is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board. The position reports directly to the Board.

The MD’s primary objective is to ensure the ongoing success of the Company through being responsible for all aspects of the management and development of the company. The MD is of critical importance to the Company in guiding the company to develop new and imaginative ways of winning and conducting business. The MD must have the industry knowledge and credibility to fulfil the requirements of the role.

The MD will manage a team of executives responsible for all functions contributing to the success of the Company.

The MD’s specific responsibilities will include:

• Develop, in conjunction with the Board, the Company’s vision, values, and goals;
• Responsibility for the achievement of corporate goals and objectives;
• Development of short, medium and long term corporate strategies and planning to achieve the Company’s vision and overall business objectives;
• Preparation of business plans and reports with the senior management; developing with the Board the definition of ongoing corporate strategy; implementing and monitoring strategy and reporting/presenting to the Board on current and future initiatives;
• Advise the Board regarding the most effective organisational structure and oversee its implementation;
• Assessment of business opportunities of potential benefit to the Company;
• Responsibility for proposals for major capital expenditure to ensure their alignment with corporation strategy and justification on economic grounds;
• Sustain competitive advantage through maximising available resources, encouraging staff commitment and strategically aligning the corporate culture with the organisation’s goals and objectives;
• Establish and maintain effective and positive relationships with Board members, shareholders, customers, suppliers and other government and business liaisons;
• Undertake the role of key company spokesperson;
• Recommend policies to the Board in relation to a range of organisational issues including delegations of authority, consultancies and performance incentives;
• Ensure statutory, legal and regulatory compliance and comply with corporate policies and standards;
• Ensure appropriate risk management practices and policies are in place;
• Develop and motivate direct reports and their respective teams;
• Select and appoint key staff (direct reports); and
• Ensure there is an appropriate staff appraisal system in place in the Company.

PART B – BOARD PROCESSES

7. BOARD MEETINGS

Board meetings are a fundamental component of governance processes. Each Board meeting is critical, as it is the main opportunity for directors to:
• obtain and exchange information with the senior management team;
• obtain and exchange information with each other; and
• make decisions.

The Board meeting agenda is equally as important because it shapes the information flow and subsequent discussion.

7.1 Meeting Frequency
The Board will meet approximately 8-10 times per year but no less than six times per year and, unless otherwise agreed.

7.2 Meeting Location
The Board currently meets at Level 2, 38 Richardson Street, West Perth WA.

7.3 Meeting Cycle
To assist the smooth running of Board processes, the Board has adopted an indicative monthly cycle as follows:

• Circulate Agenda and Board Papers to the Board and invitees 5 days prior to the meeting; and
• Draft minutes of meeting to be sent to Chairman and other directors within 14 days following the meeting.

Please note, that this is an indicative cycle only. The actual timing of events in the lead up to and follow up from Board meetings will be dependent upon the circumstances surrounding each individual meeting.

7.4 Conduct of Meeting
The Chairman will determine the degree of formality required at each meeting while maintaining the decorum of such meetings. As such, the Chairman will:

• ensure that all members are heard;
• retain sufficient control to ensure that the authority of the Chair is recognised. This may require a degree of formality to be introduced if this is necessary to advance the discussion;
• take care that the decisions are properly understood and well recorded; and
• ensure that the decisions and debate are completed with a formal resolution recording the conclusions reached.

When the Chairman does not arrive within 10 minutes after the time appointed for the holding of the meeting, or is unable or unwilling to act, the directors involved must elect one of their number of be a chairman of the meeting.

7.5 Quorum and Voting at Meetings
In order for a decision of the Board to be valid, a quorum of directors must be present. As per Clause 13.14 of the Company’s Constitution, the number of Directors whose involvement is necessary to constitute a quorum is two (2), or such greater number as determined by the Directors from time to time. Questions arising at Board meetings are to be decided by a majority of votes of Directors who are present and entitled to vote.

7.6 Emergency Decision Making – Written Resolutions
As per Clause 13.25 of the Company’s constitution, a resolution in writing signed by all Directors for the time being, or their respective alternate Directors, shall be valid and effectual as if it had
been passed at a Directors’ meeting duly convened and held. Any such resolution may consist of several documents in the like form but each document must contain a statement that the directors are in favour of the resolution and the wording of the resolution and the statement of the Directors must be identical, each document signed by one or more Directors.

8. BOARD MEETING AGENDA

8.1 Agenda Content
An agenda will be prepared for each Board and Committee meeting. In general, it may contain some or all of the following topics:

• Minutes of the previous meeting/matters arising;
• Conflict of interest update;
• Exploration and Development;
• Corporate Matters
• Cashflow;
• Potential investments, acquisitions;
• Share registry/investor relations; and
• Other Business

8.2 Agenda Preparation
The Managing Director, in consultation with the Company Secretary and Chairman, is responsible for preparing an agenda for each Board meeting. However, any director may request items to be added to the agenda for upcoming meetings. The Company Secretary circulates the agenda to all directors with the Board papers at least seven days prior to the meeting.

9. BOARD PAPERS

9.1 Preparation and Circulation of Board Papers
The Company Secretary together with the Managing Director is responsible for the preparation and circulation of Board papers. The Board papers will be circulated to all Directors prior to the Board meeting. If a Board paper relates to a matter in which there is a known conflict of interest with a particular Director then the relevant Board paper will be removed by the Company Secretary on the instructions of the Chairman, from the set of Board papers sent to that Director. In the case of the Chairman having a conflict of interest, the Board will appoint another Director to make final decisions on the forwarding of Board papers to the Chairman.

9.2 Retention of Board Papers
The Company Secretary maintains a complete set of Board papers at the Company’s headquarters. However, individual Directors may retain their own Board papers in a secure location.

10. BOARD MINUTES
Minutes are to be a concise summary of the matters discussed at a Board Meeting. Minutes will contain a brief reference to relevant Board papers tabled plus any official resolutions adopted by Directors. All decisions will be recorded in the minutes by means of a formal resolution.

PART C – KEY BOARD FUNCTIONS

11. THE BOARD AND STRATEGY
Each year the Board will approve a formal strategic planning process that articulates the respective roles and levels of involvement of the Board, Senior Management and other employees and will review the strategic plan for the Company.

12. COMPLIANCE
The Board is charged with overseeing, reviewing and ensuring the integrity and effectiveness of the Company’s compliance systems. The Chairman with input from the Company Secretary is responsible for overseeing the Company’s compliance systems and reporting to the Board on those systems.

PART D – CONTINUING IMPROVEMENT

13. DIRECTOR PROTECTION

13.1 Information Seeking Protocol
Directors will adhere to the following protocol when seeking information:

1. approach the Managing Director to request the required data;
2. if the data is not forthcoming, approach the Chairman;
3. if the information is still not forthcoming, write a letter to all Board members and the Managing Director detailing the information that is required, purpose of the information, and who the Director intends to approach in order to obtain the information; and
4. as a last resort, employ the provisions of the Corporations Act.

13.2 Access to Professional Advice
The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.

13.3 Access to Board Papers
The Directors have the right to access board papers as granted by the Corporations Act.

Audit and Risk Committee Charter

Audit and Risk Committee Charter

The Audit and Risk Committee (Committee’) is a committee that assists and advises the Board of Blackham Resources Ltd (‘the Company’), in the effective discharge of its responsibilities in the areas of statutory reporting, internal control systems, risk management systems, insurance and legal proceedings and the external audit function.
The committee does not relieve any directors of their responsibilities for these matters.
This charter should be read in conjunction with items 13.18 to 13.24 (inclusive) of the Company’s constitution (‘Constitution’). To the extent there is any inconsistency between this charter and the Constitution, the Constitution shall prevail.
The Committee acts primarily as an advisory body to the Board and in making recommendations to the Board. The Committee does not, as of itself, have the power or authority of the Board in dealing with matters on which it advises except where certain powers are specifically set out in this Charter or are otherwise delegated by the Board.

Role and Objectives
Audit Related
(1) To monitor the integrity of the financial statements of the Company, reviewing significant financial reporting judgments. This will include, but not be limited to, the following:
• Assess the appropriateness of accounting policies, practices and disclosures and whether the quality of financial reporting is adequate;
• To review the half-year and annual financial statements before submission to the Board;
• To review the external auditor’s management letter and management’s response;
• Review any related party transactions;

• To consider any other topics as defined by the Board
(2) To review the Company’s internal financial control systems;
(3) Maintain open lines of communication between the Board, external auditors and the Company’s compliance officers;
(4) To consider the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor;
(5) To monitor and review the external auditor’s independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements;
(6) To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.
Risk Related
(1) To ensure the development of an appropriate risk management policy framework that will provide guidance to management in implementing appropriate risk management practices throughout the Company’s operations, practices and systems;
(2) To define and periodically review risk management as it applies to the Company and clearly identify all the stakeholders;
(3) To ensure that the committee clearly communicate the Company’s risk management philosophy, policies and strategies to directors, senior executives, employees, contractors and other appropriate stakeholders;
(4) To ensure that directors and senior executives establish a risk aware culture which reflects the Company’s risk policies and philosophies;
(5) To review methods of identifying broad areas of risk and set guidelines for business risk reviews; and
(6) To consider capital raising, treasury and market trading activities with particular emphasis on risk treatment strategies, products and levels of authority.

The core components of the Company’s risk profile include, but are not limited to, the following:

• Strategic risk
• Market risk
• Operational risk
• Exploration risk
• Tenure risk
• Assets risk
• Economic risk
• Regulatory risk
• Sustainability risk (environment, OH & S and community relations)

Composition
The Committee will be comprised of at least three members all of whom shall be independent Non-executive directors. The Board will determine each director’s independence having regard to any past and present relationships with the Company which, in the opinion of the Board, could influence the director’s judgement.
The Chairman of the Committee shall be designated by the Board. In the event of a tied vote on any issue, the Chairman’s vote shall decide the issue. Should the Chairman be absent from a meeting, the members of the Committee shall choose one of their number to be Chairman for the particular meeting.
Each Member of the Committee must be financially literate and at least one member of the committee has accounting and/or finance related management expertise.
Meetings
(1) Meetings shall be held as frequently as required but not less than twice a year. The external auditors may request a meeting if they consider that one is necessary. A quorum shall be two members.
(2) A representative of the external auditors may attend meetings by invitation. Other Board members shall also have the right of attendance.
(3) Minutes of all meetings of the committee are to be kept.
(4) Committee meetings will be governed by the same rules, as set out in the Company constitution and as they apply to the meetings of the Board.
(5) The Company Secretary shall be the Secretary of the committee.
(6) The committee will undertake an annual review to assess the adequacy of its Charter. As part of this annual review the committee will request a written statement from the external auditor delineating all relationships and services with the entity and others that might adversely impact, or be perceived to impact, on the external auditor’s independence.
The Managing Director and CFO shall be available to attend all Committee meetings. The Committee may invite such other members of the management team and such other people as it deems appropriate to attend the Committee and to provide information as necessary so that the Committee may be fully informed on the relevant matter.
Resources
The Committee acts within the scope of the responsibilities set out in this charter and any other responsibilities as delegated to the Committee by the Board. In carrying out its responsibilities the Committee may:
(i) seek any other information that it requires from any employee or external party;
(ii) obtain legal or other professional advice;
(iii) require the attendance of any Company employee, consultant or contractor at its meetings; and
(iv) do whatever else it considers necessary or desirable to carry out its responsibilities
Tenure, Performance and Evaluation
The terms of the members of the Committee will coincide with their terms on the Board, unless the Board determines otherwise.
The Committee shall review its charter and performance and that of its members from time to time and report to the Board on the results of any such review.
The members of the Committee will comply with the Company’s applicable Code of Conduct as amended from time to time.
Unless otherwise required by law or the Constitution, the members of the Committee are required to keep Committee discussions, committee papers and deliberations confidential.
Reporting
(i) The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee and the Board.
(ii) The Chair of the Committee shall report on committee deliberations and recommendations to the next full Board meeting.
(iii) Other reporting requirements as directed by the relevant authorities.

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Remuneration and Nomination Committee Charter

Remuneration and Nomination Committee Charter

The Remuneration and Nomination Committee (‘Committee’) is a committee that assists and advises the Board of Blackham Resources Ltd (‘the Company’), so as to achieve the following aims:

  • Consider Board and committee structure, composition and succession planning as well as monitoring succession planning and the development of senior management
  • Ensure that the Company has an appropriate reward strategy in place for executive directors that align their interests with that of Company shareholders.
  • Ensure that appropriate reward strategies are in place for senior management

The Committee does not relieve any directors of their responsibilities for these matters.

This charter should be read in conjunction with items 13.18 to 13.24 (inclusive) of the Company’s constitution (‘Constitution’). To the extent there is any inconsistency between this charter and the Constitution, the Constitution shall prevail.

The Committee acts primarily as an advisory body to the Board and in making recommendations to the Board. The Committee does not, as of itself, have the power or authority of the Board in dealing with matters on which it advises except where certain powers are specifically set out in this Charter or are otherwise delegated by the Board.

Role and Objectives

Nomination Related

Nominations of new directors, recommended by the Committee, are considered by the full Board.

The Committee is responsible for:

  • assessing the skills required on the Board;
  • reviewing the structure, size and composition of the Board;
  • from time to time assessing the extent to which the required skills are represented on the Board and ensuring an appropriate succession planning is in place;
  • establishing processes for the review of the performance of individual Directors and the Board as whole, its committees and the executive; and
  • establishing processes for the identification of suitable candidates for appointment to the Board; and
  • Board induction and the provision of adequate training and development opportunities for Directors as required.

The Committee is also responsible for recommending to the Board, strategies on Board gender diversity and diversity in general, and for regularly reviewing these strategies.

Remuneration Related

The role of the Committee is to oversee all the Company’s remuneration and compensation plans for the Company’s senior executives, staff and Directors, having regard to the law and the highest standards of governance.

The Committee achieves its objectives by:

  • ensuring shareholder and employee interests are aligned;
  • ensuring the Company is able to attract, develop and retain talented employees;
  • recommending to the Board an appropriate executive remuneration policy;
  • determining the remuneration of Directors;
  • reviewing and approving the remuneration of those reporting directly to the Managing Director and other senior executives, as appropriate;
  • reviewing remuneration structures and packages for other staff, as appropriate; and
  • reviewing all equity based plans for approval by the Board.

The Committee will operate in accordance with the Company’s Executive Remuneration Policy. The policy will be designed so that it motivates senior executives to pursue the long term growth and success of the Company and demonstrate a clear relationship between senior executives’ performance and remuneration.

Duties and Responsibilities

The Committee supports and advises the Board in fulfilling its responsibilities to shareholders by:

Executive Remuneration Policy

  • reviewing and making recommendations to the Board regarding the Executive Remuneration Policy for determining remuneration for senior executives including, but not limited to, superannuation rights and compensation payments, and any amendments to that policy proposed from time to time;
  • reviewing the ongoing appropriateness and relevance of the Executive Remuneration Policy and other executive benefit programs;
  • considering whether it is necessary to seek shareholder approval of the Executive Remuneration Policy; and
  • overseeing the implementation of the Executive Remuneration Policy within the Company.

Executive Directors and Senior Management

  • considering and making recommendations to the Board on the remuneration for Executive Directors, (including base pay, incentive payments, equity awards, retirement rights, service contracts) having regard to the Executive Remuneration Policy;
  • reviewing and making recommendations to the Board regarding the proposed remuneration (including incentive awards, equity awards and service contracts) for the Company Secretary and all senior executives reporting directly to the Managing Director;
  • considering whether it is necessary to seek shareholder approval; and
  • ensuring that any equity based executive remuneration is made in accordance with shareholder approvals.

Executive Incentive Plans

  • reviewing and making recommendations to the Board regarding the design of all executive incentive plans; and
  • reviewing and making recommendations to the Board regarding the total proposed payments from each executive incentive plan.

Staff Remuneration and Manning

  • reviewing proposed annual remuneration packages and manning levels for staff, as recommended by management

Equity Based Plans

  • reviewing and making recommendations to the Board regarding the design of all equity based plans;
  • keeping all plans under review in the light of legislative, regulatory and market developments;
  • for each equity based plan, determining each year whether awards will be made under that plan;
  • reviewing and making recommendations to the Board regarding total proposed awards under each plan;
  • reviewing and making recommendations to the Board regarding proposed awards under each plan on an individual basis for senior executives as required under the rules governing each plan or as determined by the Committee; and
  • making recommendations to the Board and keeping under review performance hurdles for each equity based plan.

Non-Executive Director Remuneration

  • reviewing and establishing the level of remuneration for Non-Executive Directors. The level of Director remuneration is to be set so as to attract the best candidates for the Board while maintaining a level commensurate with Boards of similar size and type;
  • where necessary recommending that the Board seek an increase in the amount of remuneration for Non-Executive Directors approved by shareholders; and
  • the Committee may request management or external consultants to provide necessary information upon which the Board may make its determination.

Disclosure

In order to maintain remuneration transparency, both the levels and process of setting the remuneration for Non-Executive and Executive Directors is to be fully and fairly reported. Consistent with the Company’s Continuous Disclosure Policy the Committee will review all public disclosures and statements concerning the matter the subject of this policy, including disclosures in ASX announcements, the Annual Report and press releases.

Approvals

Before implementing any of the following proposals the Board will ask the Committee to review the proposal and make a recommendation to the Board in relation to:

  • any change to the remuneration or contract terms of the Managing Director and any other Executive Director (as may exist from time to time), the Company Secretary and all senior executives reporting directly to the Managing Director;
  • the design of any new equity plan or executive cash based incentive plan, or the amendment of any existing equity plan or executive cash based incentive plan;
  • the total level of award proposed from equity plans or executive cash based incentive plans; and
  • any termination payment to an Executive Director (as may exist from time to time), the Company Secretary or any senior executive reporting directly to the Executive Chairman. A termination payment to any other departing executive must be reported to the Committee at its next meeting.

Composition

The Committee will be comprised of at least three members all of whom shall be independent Non-executive directors. The Board will determine each director’s independence having regard to any past and present relationships with the Company which, in the opinion of the Board, could influence the director’s judgement.

The Chairman of the Committee shall be designated by the Board. In the event of a tied vote on any issue, the Chairman’s vote shall decide the issue. Should the Chairman be absent from a meeting, the members of the Committee shall choose one of their number to be Chairman for the particular meeting.

Meetings

  • Meetings shall be held as frequently as required but not less than twice a year. A quorum shall be two members.
  • Other Board members shall also have the right of attendance.
  • Minutes of all meetings of the committee are to be kept.
  • Committee meetings will be governed by the same rules, as set out in the Constitution and as they apply to the meetings of the Board.
  • The Company Secretary shall be the Secretary of the committee.
  • The committee will undertake an annual review to assess the adequacy of its Charter.

The Managing Director, CFO and HR Manager shall be available to attend all Committee meetings. The Committee may invite such other members of the management team and such other people as it deems appropriate to attend the Committee and to provide information as necessary so that the Committee may be fully informed on the relevant matter.

Resources

The Committee acts within the scope of the responsibilities set out in this charter and any other responsibilities as delegated to the Committee by the Board. In carrying out its responsibilities the Committee may:

  • seek any other information that it requires from any employee or external party;
  • obtain legal or other professional advice;
  • require the attendance of any Company employee, consultant or contractor at its meetings; and
  • do whatever else it considers necessary or desirable to carry out its responsibilities

Tenure, Performance and Evaluation

The terms of the members of the Committee will coincide with their terms on the Board, unless the Board determines otherwise.

The Committee shall review its charter and performance and that of its members from time to time and report to the Board on the results of any such review.

The members of the Committee will comply with the Company’s applicable Code of Conduct as amended from time to time.

Unless otherwise required by law or the Constitution, the members of the Committee are required to keep Committee discussions, committee papers and deliberations confidential.

Reporting

  • The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee and the Board.
  • The Chair of the Committee shall report on committee deliberations and recommendations to the next full Board meeting.
  • Other reporting requirements as directed by the relevant authorities.

remuneration-and-nomination-committee-charter-march-2016-final

POLICIES AND PROCEDURES

Security Trading Policy

 SECURITY TRADING POLICY

Purpose

This Share Trading Policy sets out the Company’s policy regarding the trading in the Company’s securities, which includes shares, options, warrants, debentures and any other security on issue from time to time (“Company’s Securities”). This policy is separate from and additional to the legal constraints imposed by the common law, the Corporations Act 2001 and ASX Listing Rules.

This policy applies to Key Management Personnel, including, Directors and employees of the Company and their associates (including spouses, children, family trusts and family companies) as well as contractors, consultants, advisers and auditors of the Company (collectively referred to as “Personnel”).

The purpose of this Policy is to:

• impose closed trading periods (“Closed Periods”) at various times during the year, particularly in periods leading up to an announcement of results, during which trading of the Company’s securities by Personnel is prohibited;

• set out procedures to reduce the risk of insider trading; and

• the steps to take when buying or selling securities in the Company.

 Requirements

A basic explanation on insider trading is provided below including a description of what conduct may constitute insider trading.

It is illegal to trade in the Company’s securities while in possession of unpublished Price Sensitive information concerning the Company. A person will be guilty of insider trading if:

(a) that person possesses information in relation to a company which is not generally available to the market, and if it were generally available to the market, would be likely to affect the price or value of that company’s securities (i.e. information that is “Price Sensitive”); and (b) that person:

(i) buys or sells securities in the company;

(ii) procures someone else to buy or sell securities in the company; or

(iii) passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to deal in the securities orvprocure someone else to deal in the securities of the company.

Price Sensitive information means information relating to the Company that would, if the information were publicly known, be likely to:

(a) have a material effect on the price or value of the its shares; or

(b) influence persons who invest in securities in deciding whether or not to buy or sell the company’s shares.

The following are examples of Price Sensitive information which, if made available to the market, would be likely to affect the price of the Company’s securities:

(a) drill or exploration results;

(b) entry into or termination of a material contract (such as a major joint venture);

(c) a material acquisition or sale of assets by the Company;

(d) an actual or proposed takeover or merger;

(e) an actual or proposed change to the Company’s capital structure;

(f) a proposed dividend or a change in dividend policy;

(g) a material claim against the Company or other unexpected liability; or

(h) a major change to the Board or senior management.

 Closed Periods

The Chairman will generally not allow Personnel to deal in the Company’s Securities or in financial products issued or created over or in respect of the Company’s Securities in the following periods (“Closed Periods”) :

(a) within the period of 5 days prior to the release of annual, half yearly or quarterly results;

(b) within the period of 5 days prior to the Annual General Meeting; and

(c) if there is in existence price sensitive information that has not been disclosed because of an ASX Listing Rule exception.

This obligation operates at all times and applies to dealings in the Company’s Securities by family members and other associates of Personnel as well as to personal dealings by Personnel. Personnel must not communicate Price Sensitive information to a person who may deal in the Company’s Securities. In addition, Personnel should not recommend or otherwise suggest to any person (including a spouse, relative, friend, trustee of a family trust or directors of a family company) the buying or selling of the Company’s Securities during Closed Periods

Additional Restrictions on Short-Term Trading

The Company encourages Personnel to adopt a long-term attitude to their investment in the Company’s Securities. Consequently, Personnel must not, at any time, engage in short-term trading or speculative trading of the Company’s Securities.

Related Companies

Personnel, where they possess inside information, should also not deal in securities of other  companies with which the Company might have an association or be about to enter such association such as joint venture or farm in partners.

Guidelines for Trading in the Company’s Securities

Personnel can deal in the Company’s Securities outside of any Closed Period in the following circumstances:

(a) they have satisfied themselves that they are not in possession of any Price Sensitive information that is not generally available to the public;

(b) they have contacted the Chairman or in his absence, the Managing Director and notified them of their intention to do so and the Chairman or Managing Director indicates that there is no impediment to them doing so.

Where the Chairman wishes to deal in securities, he has contacted the Managing Director, or in his absence, the Company Secretary and notified them of their intention to do so and the Managing Director or Company Secretary indicates that there is no impediment to them doing so.

The requirement to provide notice of an intention to trade in the Company’s Securities does not apply to the acquisition of securities through Director, officer or employee share or option plans. However, the requirement does apply to the trading of the securities once they have been acquired or issued under the plans.

Exclusions

This policy does not apply in the following circumstances:

(a) any issue of securities by the Company pursuant to a prospectus or like disclosure under the Corporations Law, or under employee share and option plans;

(b) trading which does not result in a change in beneficial control of the Company’s shares eg. transferring a personal holding of the Company’s shares to a superannuation fund;

(c) the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security. However, insider trading rules and this Policy do apply in relation to the subsequent disposal of any Securities acquired under an option. Where Personnel exercise options while in the possession of price sensitive information, he/she will have to fund the exercise of the options without the financial assistance of a simultaneous sale of some or all shares just acquired. If the options expire outside Closed Period described this Policy, then Personnel may simultaneously exercise and sell any securities subject always to compliance with insider trading laws;

(d) undertakings to accept, or the acceptance of, a takeover offer;

(e) trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board;

(f) trading in the Company’s Securities by a managed securities portfolio where Personnel are not in position to influence choices in the portfolio;

(g) where Personnel are trustees, trading in the Company’s Securities by that trust provided Personnel are not a beneficiary of the trust and any decision to trade during a Closed Period is taken by the other trustees or by the investment managers independently of Personnel;

(h) undertakings to accept, or the acceptance of, a takeover offer; and

(i) trading under a non-discretionary trading plan for which has been approved by the Chairman and Managing Director and where:

(i) Personnel did not enter into the plan or amend the trading plan during a Closed  Period;

(ii) The trading plan does not permit Personnel to exercise any influence of discretion  over how, when or whether to trade.  Such a trading plan may not be cancelled ruing a Closed Period other than in exceptional circumstances.

Dealing in Exceptional Circumstances

In specific circumstances, such as financial hardship, the Chairman may waive the requirement of Personnel to deal in securities during Closed Periods on the condition that Personnel can demonstrate that they are not in possession of any price sensitive information that is not generally available to the public. Should any party, the subject of this Share Trading Policy, wish to trade during a Closed Period, they must submit a written request to the Board and satisfy the Board that exceptional circumstances exist and a failure to trade in the company’s securities would result in exceptional circumstances such as financial hardship. Any request for permission to trade in during a Closed Period will be assessed by the full Board (or in the case of a Director, the balance of the Board) on a case by case basis.

ASX Notification by Directors

Directors must notify the Company Secretary within three business days after any dealings in the Company’s securities (either personally or through a third party). This enables the Company to notify ASX of the change in the Director’s or connected person’s interests within the requisite time frame of no more than 5 business days after the change has occurred. It is the individual responsibility of Directors to ensure they comply with this requirement. Where a Director is granted permission to trade within a Closed Period, the notification to ASX must state whether the trade was made during a Closed Period where prior written approval is required and the date on which that written approval was provided – prior to the trade occurring.

Consequences of Breach of the Policy

A breach of this Policy by any of the Company’s Personnel may expose them to criminal and/or civil liability under the Corporations Act (Cth) 2001. The Company will regard breach of this Policy as serious misconduct and is considered a cause for termination of employment or engagement. Should the application of this Share Trading Policy conflict with the Corporations Act 2001, in anyway, the Corporations Act 2001 will prevail.

 

Code of Conduct

CODE OF CONDUCT FOR DIRECTORS AND KEY EXECUTIVES

This  Code  of  Conduct  addresses  matters  relevant  to  the  Company’s  legal  and  ethical obligations to its stakeholders.  It may be amended from time to time by the Board, and will be published on the Company’s website.

This code applies equally to all employees, directors and officers of the Company.

Purpose

All stakeholders are entitled to expect the highest professional standards from employees, directors and officers of the Company. Compliance with this Code, and Blackham Resources’ other policies, will ensure compliance with the Corporations Act and will contribute to the good corporate governance of the Company.

Discharge of Duties

Directors must discharge their duties at the highest levels of honesty and integrity, acting in good faith and in the best interests of the whole Company, having regard to their position, and the organisation’s goals and objectives. This entails taking personal responsibility for all issues over which they have control, and for reporting any observed breaches of laws or regulations. It also requires that they do not act in ways which would lead others to question our commitment to Blackham Resources Ltd.

As appointed officers all Blackham Resource Directors will undertake diligent analysis of all proposals placed before the Board, demonstrate commercial reasonableness in decision-making and will act with a level of skill expected from Directors and key executives of a publicly listed Company;

Relationships

Performance-enhancing teamwork relies on a workplace where people are treated fairly, are respected by their colleagues, and encourage each other to develop corporately and personally. All Directors and key executives are all responsible for making this happen.

Blackham Resources is an equal opportunity employer, and discrimination or harassment of any kind will not be tolerated.

In dealings both inside and outside the Company individual Directors will value integrity, accuracy, conciseness and timeliness.

Compliance with Laws and Ethics

Directors must respect the laws, customs and business practices of the countries in which we operate, without compromising the Code principles. They must also comply with the ethical and technical requirements of relevant regulatory and professional bodies, promote ethical behaviour and will not engage in conduct likely to bring discredit upon the Company.

Conflicts of Interest

All Directors have an obligation to be independent in judgment and actions and as Directors will take all reasonable steps to be satisfied as to the soundness of all decisions of the Board. In a circumstance where personal interests may conflict with those of Blackham Resources, or its stakeholders, steps must be taken to eliminate or manage such conflict.  Gifts or entertainment must not be accepted where they could create an obligation on Blackham Resources to outside parties.

Confidentiality

Employees in possession of commercially sensitive information should not disseminate it to colleagues unnecessarily, and certainly not to outside parties.

The Chairman or Managing Director, or their nominees, are the only officers authorised to represent the official views of Blackham Resources to outside parties.

All individuals are prohibited by law from trading in Blackham Resources shares if they possess commercially sensitive information not released to the ASX. The Board has adopted a Share Trading Policy governing when Directors, key executives and employees are able to buy and sell Blackham Resources shares.

Use of Company Assets

Blackham Resources’ assets are critical to its business and future success. They include, for example, office and plant equipment. Employees cannot make personal use of assets without permission.

There will be no unreasonable expenditure on benefits such as gifts or entertainment for employees or outside parties.

Competition

Blackham Resources competes fairly in the situations and markets in which it operates. It does not use coercive or misleading practices, or falsify or wrongly withhold information.

Environment, Health and Safety

The Company must take into account the impact of environmental, health and safety issues when making business decisions, particularly with issues of compliance with local laws. These form part of a separate Health and Safety and Environmental Policy.

Review of Code of Conduct

This Code will be formally reviewed by the Board each year.

Continuous Disclosure Policy

CONTINUOUS DISCLOSURE POLICY

Purpose

This policy is designed to ensure that Blackham Resources Limited, as an ASX Listed Public Company, complies with the disclosure requirements of the ASX Listing Rules.

It also aims to ensure that senior management are accountable for ensuring compliance with these requirements.

Requirements

ASX Listing Rules, Chapter 3, requires the immediate notification of material information and other defined information.

LR  3.1  –  Once an  entity is  or  becomes aware of  any  information concerning it  that  a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.

LR 3.1 does not apply to particular information while all of the following are satisfied:

  1. A reasonable person would not expect the information to be disclosed.
  2. The information is confidential and ASX has not formed a view that the information has ceased to be confidential.
  3. One of more of the following applies:
    • It would be a breach of a law to disclose the information.
    • The information concerns an incomplete proposal or negotiation.
    • The information comprises matters of  supposition or  is  insufficiently definite to warrant disclosure.
    • The information is generated for the internal management purposes of the entity.
    • The information is a trade secret.

The only exception to this is where the ASX Listing Rules do not require such information to be disclosed.

Upon confirmation of receipt from the ASX, the Company will post all information disclosed in accordance with this policy on the Company’s website in an area accessible by the public.

Procedure

a)    Information is determined by the Managing Director (MD), Board, Company Secretary or other employee of the Company as being of a type or nature that may warrant disclosure to the ASX;

b)    If not known by the MD, all information should be reported to the MD;

c)    The MD will determine the nature and extent of the information and consult with the

Chairman to determine the form and content of any ASX Release (Release);

d)    The MD and Chairman will jointly agree on the text of the proposed Release and will be responsible for ensuring that Company establishes a vetting procedure to ensure that the announcements are factual and do not omit any material information. They will also be responsible for ensuring that Company announcements are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. The Company Secretary may also be required to draft the Release  for  review  and  will  liaise  with  the  MD  and  Chairman  to  ensure  all announcements are made in a timely manner.

e)    Depending on the nature of the release, the sensitivity of the information, availability of the Board, the MD and Chairman will then determine whether the Board, as a whole, should be involved in the review of the Release;

f)    The Company Secretary will then release the ASX Release to the market, and ensure that the Website is updated.

Directors must also notify the Company Secretary as soon as practicable, but not later than 5 business days after they have bought or sold the Company’s securities or exercised options. In accordance with the provisions of the Corporations Act and ASX Listing Rules, the Company on behalf of the Directors must advise the ASX of any transactions conducted by them in the securities of the Company.

Breaches of this policy will be subject to disciplinary action, which my include termination of employment.

Responsibility
  1. Primary Reponsibility
    MD
  2. Secondary Responsibility
    Board of Directors, Company Secretary

 

Shareholder Communication Policy

Shareholder Communications Policy

The Board of Directors aims to ensure that Shareholders are informed of all major developments.  Information is communicated to Shareholders as follows:

Reports to Shareholders

The  Annual  Report  can  be  found  on  the  Company’s  website.    If  a  Shareholder  has specifically requested to receive the Annual Report it will be mailed to them.  The Board ensures that the Annual Report includes relevant information about the operations of the Company during the year, changes in the state of affairs of the Company and details of future developments, in addition to the other disclosures required by the Corporations Act 2001.

The Half-yearly Report contains summarised financial information and a review of the operations of the Company during the period.   Half-yearly audit reviewed Financial Statements prepared in accordance with the requirements of Accounting Standards and the Corporations   Act   2001   are   lodged   with   the   Australian   Securities   &   Investments Commission and the Australian Stock Exchange.

ASX Announcements

Regular reports are released through the Australian Stock Exchange and the media.

Annual General Meetings

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals.   In preparing for general meetings of the Company, the Company will draft the notice of meeting and related explanatory information so that they provide all of the information that is relevant to shareholders in making decisions on matters to be voted on by them at the meeting.  This information will be presented clearly and concisely so that it is easy to understand and not ambiguous.

The Company will use general meetings as a tool to effectively communicate with shareholders and allow shareholders a reasonable opportunity to ask questions of the Board of Directors and to otherwise participate in the meeting.

The external auditor of the Company will be asked to attend each annual general meeting and to be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

Important issues are presented to the shareholders as single resolutions.  The shareholders are also responsible for voting on the appointment of directors.

Company Website

The Company is committed to maintaining a Company website with general information about the Company and its operations and information specifically targeted at keeping the Company’s shareholders informed about the Company.

In particular, where appropriate, after confirmation of receipt by the ASX, the following will be posted to the Company website:

  • ƒ  relevant announcements made to the market via the ASX;
  • ƒ  media releases;
  • ƒ  broker and analyst reports;
  • ƒ  company presentations and media briefings;
  • ƒ  the full text of notices of meeting and explanatory material;
  • ƒ  information related to general meetings, including the Chairman’s address, speeches and voting results;
  • ƒ  copies of press releases and announcements for the preceding three years; and
  • ƒ  copies  of  annual  and  half  yearly  reports  including  financial  statements  for  the preceding three years.

The Company’s website is www.blackhamresources.com

Other Information

While the Company aims to provide sufficient information to shareholders about the Company and its activities, it understands that shareholders may have specific questions and require additional information.  To ensure that shareholders can obtain all relevant information to assist them in exercising their rights as shareholders, the Company has made available a telephone number and email address (via the website) for shareholders to make their enquiries.

Review of Shareholder Communications

This Policy will be formally reviewed by the Board each year.

Risk Management Policy

RISK MANAGEMENT STRATEGY

Blackham Resources Ltd (“Blackham” or the “Company”) is fully committed to effectively managing its risk and opportunity decisions. These decisions made by the Blackham Board and its personnel will help to establish and drive a risk aware culture which has an appropriate balance between risk and reward in order to create sustainable shareholder value.

The Company’s approach to risk management ensures careful consideration of the core components of the Company’s risk profile including strategic, market, operational, exploration, tenure, assets, economic, regulatory and sustainability risks.

Sound risk management enables us to make informed business decisions on risk, by:

• Applying a structured process and framework to enhance, not hinder decision making;
• Integrating the consideration of risk and opportunity in the way we operate; and
• Allocating our resources to the things that matter most

The Blackham Board and its personnel are committed to:

• Effectively discharging the Company’s responsibilities in the areas of risk management and insurance;
• Actively support risk management practices and initiatives within the Company; and
• Ensure risks affecting business objectives are appropriately managed and monitored

The Blackham Risk Management Policy is supported by the Audit & Risk Committee Charter and will be reviewed and updated at least on an annual basis.

Diversity Policy

WORKPLACE DIVERSITY POLICY

Purpose

This section of the Company’s corporate governance document sets out the Company’s policy on workplace diversity. The Company recognizes the benefits arising from employee and the importance of benefiting from all available personnel. The Company will promote a diverse environment which is conducive to the appointment of well qualified personnel so there is appropriate diversity which will assist with maximizing the achievement of the goals of the Company.

Board Commitment

The Board has a commitment to promoting a corporate culture that is supportive of diversity and encourages the transparency of Board processes, review and appointment of Directors.

The Board (or if requested by the Board, the Remuneration and Nominations Committee) are responsible for developing policies in relation to the achievement of measurable diversity objectives and the extent to which they will be linked to the Key Performance Indicators for the Board, CEO and senior executives.

Strategies

The Company’s strategies may include:

  • recruiting from a diverse range of candidates for all positions, including senior executive roles and Board positions;
  • reviewing pre-existing succession plans to ensure that there is a focus on diversity;
  • encourage  female  participation  across  a  range  of  roles  across  the Company;
  • review and report on the relative proportion of women and men in the workforce at all levels of the Company;
  • articulate a corporate culture which supports workplace diversity and in particular, recognizes that employees at all levels of the Company may have domestic responsibilities;
  • develop  programs  to  encourage  a  broader  pool  of  skilled  and experienced senior management and Board candidates, including, workplace development programs, mentoring programs and targeted training and development
  •  any  other  strategies  that  the  Board  or  the  Nomination  Committee develops from time to time.
Reporting

If requested by the Board, the Remuneration and Nominations Committee will report on the Company’s progress against the objectives and its strategies for achieving a diverse workplace. The report will also include the proportion of female employees in the Company at senior management level and at Board level for inclusion in the Annual Report each financial year.

Review

This Policy will be formally reviewed by the Board each year.