Corporate Governance

The primary responsibility of the Board is to represent and advance Shareholders' interests and to protect the interests of all stakeholders.  To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The responsibilities of the Board include:

  • Protection and enhancement of Shareholder value;
  • Formulation, review and approval of the objectives and strategic direction of the Company;
  • Approving all significant business transactions including acquisitions, divestments and capital expenditure;
  • Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
  • Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
  • The identification of significant business risks and ensuring that such risks are adequately managed;
  • The review, performance and remuneration of executive directors and key staff;
  • The establishment and maintenance of appropriate ethical standards; and
  • Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.  Subject to the exceptions outlined below, the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.  Copies of corporate governance policies are accessible on the Company's website at www.tntmines.com.au.

As the Company's activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

Recommendation Reference

ASX Guidelines Notification of Departure Explanation for Departure

2.1 and 2.2

A majority of the Board are not independent directors.

The board takes the view that Mr Lake (Executive Managing Director) and Mr Plimer (Non-Executive Director) are not independent in terms of the ASX Corporate Governance Council’s discussion of independent status.  This is because Mr Lake holds an executive position with the Company and Messrs Lake and Plimer are directors of Niuminco Group Limited, a substantial shareholder of the Company.  Despite these relationships, the Board believes that Messrs Lake, Drummond and Plimer are able, and will make, quality independent judgement in the best interests of the Company on all relevant issues before the Board.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent non-executive Directors.

Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

4.1, 4.2, 4.3

An audit committee has been established.

The Board has established an audit committee and does not consist of a majority of independent directors. The committee undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems.

5.1

A corporate governance committee has been established.

The Board is developing procedures designed to provide reasonable assurance as the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with relevant laws and regulations. The Board is aware of the continuous disclosure regime and there are strong informal systems in place to ensure compliance.

7.1,7.2

The Company does not have formalised risk policies.

The Company does not have formalised policies on risk management the Board recognises its responsibility for identifying areas of significant business risk and for ensuring that arrangements are in place for adequately managing these risks.

To the extent that they are relevant to the Company, it has adopted the eight Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient as the Company's activities develop in size, nature and scope.

The Board has constituted the following Committees:

(a)      Nomination Committee

The Company has formed a Nomination Committee. The committee undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors. The committee will undertake a regular review of the current Board members to ensure that the appropriate skill set of the Board is relevant to activities of the Company and that the Shareholders are appropriately represented. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board.

Professor Ian Plimer and Mr Tracey Lake are members of the Nomination Committee.

(b)      Audit Committee

The Company has formed an Audit Committee. The committee undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal accounting control systems.

Professor Ian Plimer, Mr Tracey Lake and Mr Mark Ohlsson are members of the Audit Committee

(c)     Safety and Environment Committee

The Company has formed a Safety and Environment Committee and is responsible for the Company's compliance with relevant laws, regulations and operational policies and standards.

Professor Ian Plimer and Mr Andrew Drummond are members of the Safety and Environment Committee.

(d)      Remuneration Committee

The Company has formed a Remuneration Committee and is responsible for the remuneration arrangements for Directors and executives of the Company.

Professor Ian Plimer and Mr Tracey Lake are members of the Remuneration Committee.

(e)      Corporate Governance Committee

The Company has formed a Corporate Governance Committee. The committee's primary objective is to assist the Board in the effective discharge of its responsibilities for:

  • ensuring the Company has appropriate ethical standards and corporate governance policies and practices
  • issuing an annual corporate governance statement
  • ensuring compliance with regulatory requirements for corporate governance

Professor Ian Plimer, Andrew Drummond and Tracey Lake are members of the Corporate Governance Committee.