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NSX listing

30 June 2009
30 June 2010
30 June 2011
30 June 2012
30 June 2013
30 June 2014


The Directors of Australian Small Scale Offerings Board Limited (ASSOB) are committed to maintaining the highest standards of corporate governance. Corporate governance is about having a set of values that underpin the company's everyday activities and values that ensure fair dealing, transparency of actions and protect the interests of stakeholders.

ASSOB has been guided by the principles of corporate governance promoted by the National Stock Exchange of Australia (NSX).  ASSOB's governance arrangements have been consistent with these principles and its Corporate Governance Statement outlines the main corporate governance practices followed by the Company throughout its reporting period.

ASSOB's corporate governance arrangements are reviewed annually by the ASSOB Board and updated where appropriate to reflect current practices.  The review date of this Corporate Governance Statement is:

23 July 2014


Role Of The Board
The Board's primary role is the overall operation and stewardship of the Company for the protection and enhancement of long-term shareholder value.

To fulfil this role, the Board is responsible for setting the overall strategic direction, financial objectives and operational goals of ASSOB and monitoring management's implementation of these.  The Board is also responsible for overseeing succession planning for directors and senior management, determining remuneration for senior management and for directors (within shareholder approved limits), identifying and managing risk, monitoring the integrity of internal control and management information systems and approving and monitoring financial and other reporting.

The Board has delegated responsibility for the day to day operations and administration of the Company to the Chief Executive Officer and senior management and these responsibilities are delineated by formal delegated authority. These responsibilities are reviewed against appropriate performance indices and updated at regular intervals including annual salary reviews and setting of the Company's key milestones.

Board Size And Composition
The Board determines its size and composition, subject to the limits imposed by the Company's Constitution, which requires a minimum of three and a maximum of ten directors.  The Directors have determined that for the time being the number of directors shall be a minimum of three and a maximum of five, with one Director being appointed by USPDG, so long as USPDG remains a shareholder.  From time to time the Board may review the appropriate number of directors and may resolve to appoint additional directors who possess skills that will add value of the Board. New appointments are to be ratified by the members and the next Annual General Meeting.

Role Of The Chairman
The Chairman, who is elected by the Board, presides over Board meetings and General Meetings of the Company.  The Chairman's responsibilities include providing effective leadership and ensuring effective performance of the Board and any committees and representing the views of the board to governments, the public etc.  The Chairman is a non-executive director.

Board Meetings
Board meetings are held in accordance with a calendar agreed to by Board members.  The Chairman or any Director may convene additional meetings if required.  The Chairman establishes meeting agendas to ensure adequate coverage of financial, strategic and major risk areas throughout the year.

Access To Information And Advice
All Directors have unrestricted access to ASSOB's records and information.  The Board collectively, and each Director individually, has the right to seek independent professional advice at the Company's expense to help them carry out their responsibilities.  While the Chairman's prior approval is required, it may not be unreasonably withheld and, in its absence, Board approval may be sought.

Due to the small size of the Company and the Board, those functions that are commonly delegated to committees are performed by the full Board.

Risk Management

Approach to risk management
Taking and managing risk are central to business and to building shareholder value. ASSOB's approach is to identify, assess and control the risks which affect its business. The intention is to enable risks to be balanced against appropriate rewards. The risk management approach links the Company's vision and values, objectives and strategies, and procedures and training.

Risk management roles and responsibilities
The Board is responsible for approving and reviewing ASSOB's risk management strategy and policy. The Chief Executive Officer is responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company's activities.

Financial reporting
The Board receives regular reports about the financial condition and operational results of ASSOB. The Chief Executive Officer periodically provides formal statements to the Board that in all material respects:

  • the Company's financial statements present a true and fair view of ASSOB's financial condition and operational results, and
  • the risk management and internal compliance and control systems are sound, appropriate and operating efficiently and effectively.

Internal audit
Due to the small size of the Company, there is no internal audit department. The assessment of the control system is undertaken by the Chief Executive Officer.

Conflict Of Interest
Any Director who has a conflict of interest must notify each other Director of this conflict prior to, or at the latest, at the first Board meeting subsequent to becoming aware of the conflict. Any services provided by Directors or transactions involving entities related to Directors must be on arms' length terms and approved by the board.

Code Of Conduct
ASSOB has in place a Code of Conduct which deals with, amongst other areas, conflict of interest, personal gains and gifts, confidentiality, compliance with the law and policies and the work environment. All Directors and employees are bound by the Code of Conduct.

All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

Trading In Company Securities
The Board has adopted a Securities Dealing Policy, which applies to all Directors and employees. The policy specifies the periods during which the purchase and sale of the securities may not occur and sets out a notification procedure concerning transactions.

Communication With Shareholders
The Board has adopted a Continuous Disclosure Policy and has implemented a procedure to ensure the prompt release to the NSX of price sensitive information.  Shareholder newsletters are sent to shareholders at times deemed appropriate by the Board.

All Board members and the external auditor attend the Annual General Meeting and are available to answer questions.

Notice of the AGM, and related papers, is sent to all Shareholders at least 28 days before the meeting. Resolutions are proposed on each substantially separate issue, including in relation to the Annual Accounts and the Directors' Remuneration Report.