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1. BOARD CHARTER
| 1. |
INTRODUCTION
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| 1.1 |
Derivation
The powers, duties and responsibilities of the Board are prescribed by the Corporations Act and the Constitution of the company. The standards and conduct adopted by the Board will also reflect the standards of corporate governance practice recommended by ASX Corporate Governance Council adapted as necessary to the circumstances of BCD.
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| 1.2 |
General
In carrying out its responsibilities and powers as set out in this Charter, both for the Company, and where appropriate for it and its subsidiaries (the Group), the Board will at all times recognise its overriding responsibility to act honestly, with integrity, diligently and in accordance with the law in serving the interest of BCD's shareholders, as well as its employees, and the community. It will promote and maintain an environment within BCD that will establish these basic principles as guidelines for all of its employees and representatives at all times.
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| 2. |
PURPOSE AND ROLE OF THE BOARD
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| 2.1 |
Responsibilities of the Board
The Board is responsible for:
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(a) |
charting the direction, policies, strategies and financial objectives for BCD and monitoring the implementation of those policies, strategies and financial objectives;
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(b) |
monitoring compliance with regulatory requirements and ethical standards; and
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(c) |
appointing and reviewing the performance of the Managing Director.
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| 2.2 |
Performance of Responsibilities of the Board
In performing the responsibilities set out above the Board should act at all times:
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(a) |
in a manner designed to create and continue to build sustainable value for shareholders; and
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(b) |
in accordance with the duties and obligations imposed upon them by the constitution and the law.
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| 3. |
POWERS OF THE BOARD
In addition to matters expressly required by law to be approved by the Board, powers specifically reserved for the Board are as follows:
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(a) |
appointment and termination of the Managing Director and determination of his or her terms and conditions (including remuneration);
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(b) |
approval of appointment and termination of direct reports to the Managing Director;
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(c) |
any matters in excess of powers that it may have from time to time delegated to the Managing Director and senior management; and
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(d) |
approvals of each of the following: |
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(i) |
the strategic plan, annually;
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(ii) |
the budget, annually;
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(iii) |
the remuneration and conditions of service including any financial incentives for any executive directors, the Company Secretary and all other direct reports to the Managing Director, annually;
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(iv) |
the balance of responsibilities between the chairman, Managing Director and other directors, annually;
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(v) |
significant changes to organisational structure and the appointment of such senior officers as the Board may determine;
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(vi) |
the acquisition, establishment, disposal or cessation of any significant asset of BCD;
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(vii) |
the issue of any shares, options, equity instruments or other securities;
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(viii) |
any public statements which reflect significant issues of BCD policy or strategy; and
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(ix) |
any change to the powers delegated from the Board.
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| 4. |
SPECIFIC RESPONSIBILITIES
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| 4.1 |
The Board has specific responsibility to:
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(a) |
monitor and assess management's performance in achieving any strategies and budgets approved by the Board;
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(b) |
set criteria for, and evaluate at least annually, the performance of the Managing Director; and
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(c) |
review on a regular and continuing basis:
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(i) |
executive succession planning (and in particular the Managing Director); and
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(ii) |
executive development activities.
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| 4.2 |
The main functions of the Board in carrying out its role are as follows:
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(a) |
setting objectives, policies and strategies, and monitoring the performance of executive management;
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(b) |
keeping under review the general progress and longterm development of the Group in the light of the political, economic and social environments in which it operates;
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(c) |
defining the powers to be reserved to the Board;
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(d) |
controlling and monitoring the financial state (including joint venture assets) and performance of the BCD Group (including investment and finance plans), determining the desired financial ratios and approving the budget;
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(e) |
deciding on major changes in organisation and the shape of the BCD Group, including entry into new mining leases and departure from those which are no longer appropriate;
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(f) |
approving major expenditures and transactions including, for example, acquisitions, disposals, joint ventures and significant supply arrangements;
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(g) |
assisting the Managing Director in the discharge of his/her responsibilities;
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(h) |
determining the ethos of the company and monitoring the Group adherence to appropriate standards and values and that proper policies are developed and followed in relation to:
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(i) |
compliance with laws,
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(ii) |
safety, health and environmental matters,
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(iii) |
corporate governance, and
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(iv) |
the reputation of the company;
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(i) |
reviewing and ratifying systems of risk management and internal compliance and control, and legal compliance;
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(j) |
determining that the company accounts are true and fair;
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(k) |
determining that satisfactory arrangements are in place for auditing the company's financial affairs, including selecting and recommending any changes to Auditors as required at general meetings, and that the scope of the internal audit is adequate;
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(l) |
giving approval or support as appropriate to the most senior appointments in the Group and ensuring that adequate career development, succession and remuneration arrangements exist for them;
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(m) |
reviewing the Board's structure and performance from time to time and making decisions on new appointments to the Board;
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(n) |
delegating clear responsibility and authority to the Managing Director and where appropriate any Board Committee or Directors, and monitoring and reviewing regularly the performance of its committees and the Managing Director and others who hold delegated powers.
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| 4.3 |
In relation to its corporate governance responsibilities under paragraph 4.2(h)(iii), the Board will:
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(a) |
monitor changes in corporate governance practices and regulatory requirements;
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(b) |
monitor BCD's code of ethics and ethical culture;
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(c) |
oversee preparation of the corporate governance statement in the annual report of BCD;
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(d) |
determine whether any disclosed interest of a director is material and the steps appropriate to management of material conflicts of interest, including whether specific corporate information (including extracts of Board minutes) should be withheld from the relevant director. All decisions relating to material conflicts of interest will be minuted.
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| 5. |
MEETINGS
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| 5.1 |
Board and Committee Papers
The Board and Committee papers should where possible be provided to directors at least 5 business days prior to the relevant meeting.
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| 5.2 |
Private Meetings of Non-Executive Directors
The non-executive directors should meet at least once each year for private discussion of management issues.
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| 5.3 |
Papers taken as read
The meeting process will be conducted on the assumption that all Board members have considered papers distributed on reasonable notice before the meeting.
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| 5.4 |
Meeting Confidentiality
The proceedings at Board meetings and individual Director's contributions are confidential and are not to be discussed with other parties except to the extent required by law.
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| 6. |
BOARD COMMITTEES
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| 6.1 |
Establishment of Committees
The Board may from time to time establish Committees to assist it in carrying out its responsibilities and shall adopt Charters setting out matters relevant to the composition, responsibilities and administration of such committees and other matters that the Board may consider appropriate.
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| 6.2 |
Initial Committees Established
The Board shall as a minimum establish the following Committees:
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(a) |
Audit and Risk Management Committee; and
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(b) |
Remuneration and Appointments Committee.
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| 7. |
SELF ASSESSMENT
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| 7.1 |
Annual Performance Evaluation
The Board shall undertake an annual performance evaluation of itself that:
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(a) |
compares the performance of the Board with the requirements of its Charter;
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(b) |
sets forth the goals and objectives of the Board for the upcoming year; and
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(c) |
effects any improvement to the Board Charter deemed necessary or desirable.
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| 7.2 |
Form of Performance Evaluation
The performance evaluation shall be in a manner as the Board deems appropriate.
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| 7.3 |
Balance of Responsibilities
The Board of Directors should regularly review the balance of responsibilities between the Chairman, Managing Director and individual directors as appropriate. |
2. CODE OF CONDUCT
FOR DIRECTORS AND SENIOR MANAGEMENT
The Code of Conduct sets ethical and governance standards for the directors and senior management reporting to the managing director of BCD Limited (BCD).
Directors will pursue the highest standards of ethical conduct in the interests of shareholders and others with an interest in the Company and seek to conform practice to the Best Practice Recommendations of ASX Corporate Governance Council.
The following principles guide their conduct:
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| 1. |
Honest and Integrity
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| 1.1 |
The Directors and senior management shall act honestly and with integrity in all of their dealings for and with the company.
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| 1.2 |
The Directors and senior management will not discriminate on the grounds of a person's race, religion, gender, marital status or disability.
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| 1.3 |
Directors and senior management will not make promises or commitments that BCD does not intend, or would be unable to honour.
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| 1.4 |
Directors' and senior management's conduct, at all times will be such that their honesty is without question.
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| 1.5 |
Directors and senior management shall adhere to the truth. Directors should not mislead directly or indirectly nor make false statements, nor mislead by omission.
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| 2. |
Personal Transactions
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| 2.1 |
Directors' and senior management's personal or other business dealings will be kept separate from their dealings as a director of BCD.
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| 2.2 |
Directors and senior management shall not use the name of BCD to further any personal or other business transaction.
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| 2.3 |
Directors and senior management shall use goods, services and facilities provided to them by BCD, strictly in accordance with the terms on which they are provided.
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| 2.4 |
Directors and senior management will not use their position or information gained from their position, whether or not about BCD, to gain an advantage for themselves or any other person that is not properly authorised by the Company.
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| 2.5 |
Directors and senior management will not have a substantial interest in any entity that competes with the Company unless duly authorised by the Company.
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| 3. |
Confidentiality of Information
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| 3.1 |
Directors and senior management will ensure that confidential information relating to BCD's operations and private information in BCD's possession about BCD staff or other people is not given either inadvertently or deliberately to third parties without the consent of BCD.
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| 3.2 |
Directors and senior management will not use company information obtained by them for personal financial gain, nor will that information be used to obtain financial benefit for any other person or business.
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| 3.3 |
Directors and senior management shall respect the privacy of others.
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| 4. |
Disclosure of Interests
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| 4.1 |
Directors and senior management shall fully disclose active private or other business interests promptly and any other matters which may lead to potential or actual conflicts of interest in accordance with such policies that the Directors may adopt from time to time.
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| 4.2 |
Directors and senior management shall fully disclose all relationships they have with BCD in accordance with policies on independence that Directors may adopt from time to time.
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| 4.3 |
Directors and senior management will avoid being in a position where they may have a significant conflict of interest (for example through a substantial interest in a contract with the Company) and will ensure that all necessary disclosures of conflict of interest are promptly made, or professional connection or, Board appointment or business relationship with an entity providing services to BCD or whose interests may be in conflict with those of BCD in any respect.
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| 4.4 |
Director's and senior management's dealings with BCD must always be at arms length and duly authorised by the Company.
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| 5. |
Compliance with the Law
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| 5.1 |
Directors and senior management shall comply with the law at all times and shall actively promote compliance by the Company with its legal obligations.
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| 5.2 |
Directors and senior management shall encourage the reporting to appropriate authority of unlawful or unethical behaviour, and actively promote ethical behaviour and protection for those who in good faith report apparent violations.
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| 6. |
Payments, Gifts, Entertainment and Travel
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| 6.1 |
Directors and senior management shall not use their status to seek personal gain from those doing business or seeking to do business with BCD.
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| 6.2 |
Directors and senior management shall not accept any personal gain of any material significance if offered.
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| 7. |
Board solidarity
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| 7.1 |
Directors are expected to exercise their independent business judgment in consideration of issues by the Board. However once a decision has been made, each director should accept that effective governance requires consensus among board members and should defend board decisions publicly if this becomes necessary. If a Director considers this constraint is not acceptable in a particular case, the appropriate course is normally resignation except where the law requires an individual statement of opinion to be made or otherwise requires a matter to be disclosed.
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| 8. |
Contact with staff
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| 8.1 |
Non-executive Directors who wish to contact company staff about company information or assistance should first inform the Managing Director. |
3. CHARTER FOR THE AUDIT AND RISK MANAGEMENT COMMITTEE
| 1. |
General Scope and Authority
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| 1.1 |
Establishment of the Audit and Risk Management Committee
The BCD Audit and Risk Management Committee (Committee) is established pursuant to Article 108 of the BCD Constitution and Rule 7 of the BCD Board Charter.
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| 1.2 |
Proceedings Governed by the BCD Constitution
The proceedings and meetings of the Committee are governed by the provisions of the Constitution for regulating the meetings and proceedings of the Board of BCD to the greatest extent practicable.
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| 1.3 |
Purpose of the Committee
The purpose of the Committee is to assist the Board of Directors:
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(a) |
in its review of BCD's financial reporting principles and policies, controls and procedures;
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(b) |
in its review of the integrity of BCD's financial statements, their independent audit and the Company's compliance with legal and regulatory requirements;
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(c) |
with the effective discharge of its responsibilities for risk management in all corporate matters - business, market, credit, financial instruments, operational, liquidity and reputational.
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The Committee has no executive powers to implement its recommendations and does not relieve the full Board of its responsibilities for these matters.
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| 2. |
Composition
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| 2.1 |
Membership
The Committee shall have not less than 3 members and comprise only non-executive directors, one of whom not being the Chairman of the Board will be appointed Committee Chairman by the Board of Directors. So far as practicable all members should be independent under the criteria specified in Rule 6.2 (b) - (g) of the BCD Corporate Governance Framework.
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| 2.2 |
Other Rules and Regulations
In appointing the members the Directors will have regard to the Australian Stock Exchange Listing Rules, and recommendations of ASX Corporate Governance Council .
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| 2.3 |
Quorum
A quorum will be 2 members. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman of that meeting.
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| 2.4 |
Financial Qualifications
The following rules apply to eligibility for membership of the Audit Committee:
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(a) |
each member of the Audit Committee must be appropriately financially literate (as such qualification is interpreted by the Board of Directors in its business judgment); and
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(b) |
at least one member of the Audit Committee must a person who, as a result of education and experience as a public accountant, auditor, principal financial officer or accounting officer of a company has an understanding of financial statements, Australian GAAP, and experience in preparing, auditing or analysing financial statements of public companies, and in the application of GAAP to accounting for estimates, accruals and reserves, and in internal accounting controls.
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| 2.5 |
Other Attendees
The Committee may invite the managing director or other individuals to attend meetings of the committee, as they consider appropriate.
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| 3. |
Meetings
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| 3.1 |
Frequency
The Committee shall meet as frequently as required but not less than quarterly. Any committee member or secretary may call a meeting of the committee, but the Chairman will normally set the meeting schedule.
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| 3.2 |
Agenda
The Committee shall develop and agree an annual program capable of fulfilling its responsibilities.
This will include formal opportunities for the Committee to meet independently with management, and the external auditors.
The Chairman, with the assistance of the Secretary of the Committee, will develop the agenda for each meeting on the basis of the annual program and any other matters deemed to be relevant to the particular meeting.
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| 3.3 |
Notice
A notice of each meeting confirming the date, time, venue and agenda shall be distributed to each member of the committee (with a copy to all members of the Board of Directors excluding any matter where a conflict of interest has been notified), whenever practicable at least 4 days prior to the date of the meeting. The notice of the meeting will include any relevant supporting papers for the agenda items to be discussed.
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| 3.4 |
Access to Information
The Committee has unrestricted access to external auditors and may arrange access to the Beaconsfield mine management in order to fulfil its purpose and undertake its duties.
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| 3.5 |
Powers
The Committee has the ability to direct any special investigations it deems necessary and to obtain professional advice from appropriate external advisers. Costs of meeting with external advisers will be borne by BCD.
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| 3.6 |
Report to the Board of Directors
The Chairman of the Committee, or delegate shall report to the Board following each meeting.
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| 3.7 |
Minutes
Minutes of proceedings and resolutions of the Committee shall be kept by the Company Secretary. Minutes shall be distributed to all Committee members and the Chairman of the Board, after the preliminary approval has been given by the Committee Chairman. Minutes, agenda and supporting papers will be made available to every director providing no conflict of interest exists.
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| 4. |
Duties of the Committee
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| 4.1 |
External Auditors
The Committee's duties with respect to external auditors are:
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(a) |
recommend the selection, evaluation and replacement as necessary of the external auditor;
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(b) |
review and agree the annual audit engagement letter;
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(c) |
review the annual audit plan and approve the fees charged for audit and review services;
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(d) |
determine categories of non-audit services that may be provided by the external auditor;
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(e) |
provide pre-approval or otherwise of all non-audit services that may be provided by the external auditor;
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(f) |
ensure disclosure to shareholders of the Committee's approval of all non-audit services provided by the external auditor;
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(g) |
review and provide oversight of audit reports prepared and issued by the external auditors on BCD financial statements and activities;
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(h) |
consider and review reports prepared by the external auditor on critical accounting policies, all alternative treatments of financial information permitted under Australian GAAP and all other written communication between the external auditor and management;
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(i) |
resolve any disagreements between the external auditor and management regarding BCD's financial reporting;
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(j) |
discuss with external auditors any relationship that may impact their objectivity and independence;
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(k) |
ensure that the external auditors prepare and deliver an annual statement as to their independence which includes details of all relationships with BCD; and
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(l) |
annually review the effectiveness of the external auditor.
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| 4.2 |
Financial Reporting
The Committee's duties with respect to financial reporting are:
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(a) |
receive from management, and the external auditors a timely analysis of significant financial reporting issues and practices and review such analyses;
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(b) |
review the audited financial statements, earnings press releases, other financial information being made public, including through quarterly reports, any significant matters arising from the audit, management judgments and accounting estimates, significant changes to BCD's auditing and accounting principles, controls, procedures and practices with management, internal audit and external auditors;
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(c) |
review the critical accounting policies with external auditors and management;
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(d) |
review the certification provided by the Managing Director on annual and half yearly reports and review processes that were used to reach the opinion in the certification;
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(e) |
ensure the financial statements include disclosure covering governance issues in accordance with the requirements of the regulators; and
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(f) |
review the form of the opinion that the external auditors propose to render.
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| 4.3 |
Risk Management Strategies
The Committee assists the Board to monitor and review the effectiveness of the risk management framework implemented by management and advise on significant changes to that framework so as to obtain reasonable assurance that Beaconsfield Gold's assets are safeguarded and reliable financial records are maintained. More detailed duties include:
- consider the annual report to the Board of the summary of the risks facing Beaconsfield Gold (referring to the risk mitigation matrix);
- review management's processes and outcomes in identifying, assessing and monitoring risks associated with Beaconsfield Gold's operations and the implementation and maintenance of control procedures to give adequate protection against key risks.
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| 4.4 |
Accounting Complaints
The Committee's duties with respect to handling accounting complaints are:
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(a) |
establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and audit matters;
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(b) |
ensure employees can make confidential, anonymous submissions regarding questionable accounting or auditing matters; and
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(c) |
ensure procedures are in place to prohibit BCD from firing, demoting or otherwise discriminating against any employee who lawfully provides information to a regulatory body or other nominated party regarding any information about BCD that the employee reasonably believes may be relevant to a securities fraud, investigation or a proceeding.
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| 4.5 |
Corporate Governance
The Committee's duties with respect to corporate governance are:
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(a) |
review minutes of the Remuneration and Appointments Committee and respond to issues as appropriate; and
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(b) |
review payments to directors and related parties;
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(c) |
review the code of ethics for Directors and senior management at least annually.
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| 4.6 |
Committee self-assessment
The Committee's duties with respect to review of its own performance are:
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(a) |
review the Committee's Charter annually and recommend any changes to the Board of Directors;
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(b) |
provide a self assessment of the effectiveness of the Committee at least annually; and
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(c) |
report regularly in writing to the Board of Directors on the activities of the Committee. |
4. CHARTER FOR THE REMUNERATION AND APPOINTMENTS COMMITTEE
| 1. |
GENERAL SCOPE AND AUTHORITY
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| 1.1 |
Establishment of the Remuneration and Appointments Committee
The Remuneration and Appointments Committee (Committee) is established pursuant to Article 108 of the BCD Constitution and Rule 6 of the BCD Board Charter.
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| 1.2 |
Proceedings Governed by the BCD Constitution
The proceedings and meetings of the Committee are governed by the provisions of the Constitution for regulating the meetings and proceedings of the Board of BCD to the greatest extent practicable.
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| 1.3 |
Purpose of the Committee
The purpose of the Remuneration and Appointments Committee is to:
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(a) |
identify individuals qualified to become Board members;
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(b) |
recommend individuals to the Board for nomination as members of the Board and its committees;
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(c) |
ensure performance of the members of the Board is reviewed;
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(d) |
review and recommend to the Board for approval policies for compensation programs appropriate for BCD;
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(e) |
review and make recommendations to the Board in respect of the administration of BCD's compensation programs;
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(f) |
review and make recommendations to the Board in respect of the compensation of direct reports of the Managing Director;
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(g) |
prepare for approval by the Board any report on executive compensation that may be:
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(i) |
required by any listing rule, legislation, regulatory body or other regulatory requirement; or
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(ii) |
proposed for inclusion in BCD's annual report,
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and to report regularly to the Board on each of the above matters.
The Committee has no executive powers with regard to its recommendations and does not relieve the board of its responsibilities in these matters.
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| 2. |
COMPOSITION OF THE COMMITTEE
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| 2.1 |
Membership
The Committee shall comprise all non-executive directors, and be chaired by the Chairman or his/her nominee.
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| 2.2 |
Quorum
A quorum will comprise of any two members. In the absence of the Committee Chairman or appointed delegate, the members shall elect one of their number as Chairman of that meeting.
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| 2.3 |
Other Attendees
The Committee may invite the managing director or other individuals to attend meetings of the committee, as they consider appropriate.
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| 2.4 |
Company Secretary
The Company Secretary shall be the secretary of the committee.
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| 3. |
MEETINGS
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| 3.1 |
Frequency
The Committee shall meet as frequently as required. Any committee member or secretary may call a meeting of the committee.
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| 3.2 |
Notice
A notice of each meeting confirming the date, time, venue and agenda shall be distributed to each member of the committee (with a copy to all members of the Board of Directors excluding any matter where a conflict of interest has been notified) at least 4 days prior to the date of the meeting. The notice of the meeting will include the relevant supporting papers for the agenda items to be discussed.
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| 3.3 |
Powers
The Committee has the ability to direct any special investigations it deems necessary and to obtain professional advice from appropriate external advisers. Costs of meeting with external advisers will be borne by BCD.
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| 3.4 |
Report
The Chairman of the Committee, or delegate shall report to the BCD Board following each meeting.
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| 3.5 |
Minutes
Minutes of proceedings and resolutions of the Committee shall be kept by the Secretary. Minutes shall be distributed to all Committee members and the Chairman of the Board, after the preliminary approval has been given by the Committee Chairman. Minutes, agenda and supporting papers will be made available to every director providing no conflict of interest exists.
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| 4. |
DUTIES OF THE REMUNERATION AND APPOINTMENTS COMMITTEE
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| 4.1 |
Size and Composition of the Board
The Committee shall develop and implement a plan for identifying and assessing and enhancing the necessary and desirable competencies for board members, make recommendations as to changes that the Committee believes is desirable to the size and composition of the Board, and develop a plan for succession to maintain an appropriate balance of skills experience and expertise on the board.
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| 4.2 |
Assess competencies and recommend appointments and retirements
The Committee shall will make recommendations to the Board about the appointment and retirement of directors.
The Committee shall as necessary identify individuals believed to be qualified to become Board members and to recommend such candidates to the Board. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include:
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(a) |
judgment;
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(b) |
skill;
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(c) |
diversity;
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(d) |
experience with business and other organisations of comparable size;
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(e) |
the interplay of a candidate's experience with the experience of other board members; and
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(f) |
the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
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| 4.3 |
Procedures to Review Board Performance
The Committee shall recommend procedures to be adopted to the Board to exercise oversight and evaluation of the Board's performance.
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| 4.4 |
Evaluation of Directors
The Committee shall recommend to the Chairman of the Board of Directors the appropriate process for the evaluation of the performance of each director.
A member of the Committee shall not participate in the review of his or her own performance.
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| 4.5 |
General Process For Executive Remuneration
The Committee shall in consultation with the Managing Director, review and recommend to the Board for approval BCD's general approach to compensation, and oversee the development and implementation of those compensation proposals.
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| 4.6 |
Managing Director
The Committee shall consider the appointment, performance and remuneration of the Managing Director.
The Committee shall review and recommend to the Board of Directors for approval corporate goals and objectives, and recommend to the Board of Directors the Managing Director's remuneration based on this evaluation. In determining the long term incentive component of Managing Director compensation, the Committee shall consider among other factors:
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(a) |
BCD's performance and relative shareholder return;
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(b) |
the value of similar incentive awards for Managing Directors at comparable companies;
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(c) |
the awards given to the Managing Director in past years; and
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(d) |
any other factors that the Committee thinks appropriate.
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| 4.7 |
Disclosure of Remuneration
The Committee shall recommend to the Board the approval of any statement on BCD's remuneration policy and executive compensation disclosures that may be:
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(a) |
required by the Corporations Act or ASX Listing Rules, or other regulatory requirement; or
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(b) |
proposed for inclusion in BCD's annual report.
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| 4.8 |
Compensation of Non-Executive Directors
The Committee shall review and make recommendations to the Board for the compensation of non-executive directors annually.
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| 4.9 |
Employee Incentive Schemes
The Committee shall review and make recommendations to the Board as to appropriate incentive schemes for employees of BCD. |
5. SHARE TRADING POLICY FOR ALL BCD DIRECTORS EMPLOYEES AND ADVISERS
| 1. |
OUTLINE
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The BCD Share Trading Policy (Policy) regulates dealings by directors and employees in BCD securities (in this Policy including options and other financial products issued by third parties relating to BCD) and securities of any other entity that may be affected by BCD inside information.
In addition, the Policy applies so far as the Company is able to extend it, to BCD contractors, advisers, auditors and consultants. It is the responsibility of the managing director to inform these parties about BCD policy.
Those to whom this Policy applies are referred to as "BCD Associates".
The rationale for the policy is to ensure that BCD Associates are aware of the legal restrictions on trading in securities whilst a person is in possession of BCD inside information, and to establish a regime to prevent inadvertent non compliance.
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| 2. |
RESTRICTIONS ON TRADING
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| 2.1 |
Prohibition for All BCD Associates |
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(a) |
Insider trading
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Consistent with the legal prohibitions on insider trading, under this Policy, all BCD Associates are prohibited from trading in BCD securities or securities of any other entity (e.g. another listed company with which BCD is confidentially negotiating a significant transaction) whilst in the possession of what they ought reasonably to know is BCD inside information as defined in paragraph 6.
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(b) |
Other dealing
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BCD Associates must not deal in BCD securities
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(i) |
on a short term basis (ie short dated exchange traded options and other short term derivatives, or purchases and sales completed by offset within a period of one month).
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(ii) |
at any time outside a dealing window (see paragraph 5) without a current "no objection notice"; or
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| 2.2 |
Liberty to trade
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Subject to not being in possession of BCD inside information BCD Associates are free to deal in securities of BCD during dealing windows, and in securities of other entities at any time.
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| 3. |
NO OBJECTION NOTICES
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Under this policy, "No Objection Notices" are issued by the Company Secretary if an employee or other BCD Associate other than a Director confirms in writing that he or she is not aware of any BCD inside information, and by the Chairman in the case of a Director.
A "No Objection Notice" relates only to BCD shares and is only valid for the period of its operation - being the date of issue until the earlier of 10 business days after issue, and the date a person becomes aware of the BCD inside information.
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| 4. |
DEALING WINDOWS
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The dealing windows when, in the absence of possession of inside information, BCD Associates are permitted to trade are:
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(a) |
a period of 4 weeks commencing 1 day after each of the following events:
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(i) |
the announcement of half year results;
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(ii) |
first announcement of annual results;
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(iii) |
publication of a quarterly report; and
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(iv) |
an annual general meeting. |
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(b) |
a period when a prospectus relating to equity securities is open.
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The Company Secretary may declare at any time that a dealing window has closed and notify BCD Associates accordingly.
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| 5. |
INSIDER TRADING
The requirements imposed by this policy are separate from, and additional to, the legal prohibitions in the Corporations Act on insider trading, which makes it a serious criminal offence for someone who is in possession of "inside information" (information not generally available that a reasonable person would expect to have a material effect on the price or value of securities of BCD or any other entity) and knows or ought reasonably to know that it is inside information:
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(a) |
to acquire or dispose;
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(b) |
to encourage or induce anyone else to acquire or dispose (regardless of whether they have inside information);
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(c) |
to give inside information to anyone who may be likely to acquire or dispose or encourage anyone else to acquire or dispose,
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of securities of BCD or that other entity.
Information has a "material effect" if it would be likely to influence persons who commonly acquire securities (in general) in deciding whether or not to acquire or dispose of the relevant securities.
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BCD
SHARE TRADING POLICY
"NO OBJECTION" NOTICE
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To |
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(name)
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I have no objection to the acquisition or disposal of BCD shares by you or any person associated with you as described in the Share Trading Policy in the period commencing on the date of this notice and ending 10 days with you after that date.
This notice is given following your written confirmation (held by me) that you are not in possession of any "inside information" about BCD at this date, and is on condition that you remain so at the time you or your associates enter any transaction.
Note: Notwithstanding this notice you should understand that BCD may be aware of material information that it is not obliged to disclose under ASX Listing Rules.
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.....................................................
Company Secretary/Chairman
Date:
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6. BCD CODE OF ETHICS - COMPLIANCE POLICIES AND GUIDE
| 1. |
INTRODUCTION
The Board and management of BCD is committed to ensuring that the Company maintains a well grounded reputation for fair and ethical conduct towards all of the communities to which it is connected. As an expression of human relationships the corporate conduct of BCD and the individuals who are part of it should build value that is more than what may be measured in shareholder returns.
BCD strongly encourages its employees to conduct themselves in an ethical manner at all times in the day to day performance of their jobs and in any situation where their conduct and behaviour could influence respect for the company.
Ethical conduct relates to standards of behaviour characterised not only by complying with the law but also by acting honestly and with integrity.
The manner in which we conduct ourselves, both in our working and private lives, is a major element in the way we are regarded within the business and wider community, and the confidence accorded to us by investors.
One example of the BCD values is our approach to corporate disclosure. We are committed to frank and transparent reporting of the progress of our business to the extent that normal commercial constraints will allow. Our quarterly reports to ASX are a demonstration of this principle.
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| 2. |
POLICY ON ETHICAL BEHAVIOUR
BCD is committed to operating to the highest standards of ethical behaviour and honesty and with full regard for the safety and health of its employees, customers, the wider community and the environment.
All BCD employees are expected to comply with the policy and conduct their activities on behalf of BCD accordingly. BCD management must positively promote the policy by personal example, by giving clear and unambiguous guidance and assistance on its operation, and by ensuring that it is communicated and understood by all BCD employees and by third parties who need to be aware of it.
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| 3. |
KEY REQUIREMENTS THAT MUST BE OBSERVED
All BCD employees should:
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- comply with the letter and spirit of the laws affecting BCD's business;
- comply with the BCD Code of Ethics and BCD's Policies;
- act honestly and with integrity, and strive to earn and maintain the respect and trust of co-employees, customers and the wider community;
- use BCD's resources, including information systems, in an appropriate and responsible way work safely and with due regard for the safety and well-being of fellow employees, customers and all persons affected by BCD's operations or products;
- avoid situations which involve or may involve a conflict between their personal interests and the interests of BCD;
- have due regard for cultural diversity in the workplace;
- respect the environment and ensure that work activities are managed in an acceptable manner so as to give benefit to society.
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| 4. |
POLICIES
BCD has adopted policies which commit it to meeting its responsibilities in areas where ethical or legal issues arise. These are broadly characterised below:
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4.1 |
Commercial community
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(a) |
Conflict of interest
Employees should avoid any situation which involves or may involve an actual or perceived conflict between their personal interests and the interests of BCD. Any potential conflict must be disclosed.
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(b) |
Trading in BCD and other securities
Directors and employees must not, directly or indirectly, buy or sell the shares or other securities of any company, including BCD, when in possession of unpublished price sensitive information which could materially affect the value of those securities. Directors and employees must in addition comply with BCD's Share Trading Policy.
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(c) |
Privacy Policy
BCD is committed to the protection of individual privacy. BCD and its employees must comply with the privacy and data protection laws. BCD and its employees must observe BCD's privacy policy when collecting, using, disclosing and providing access to personal information.
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| 4.2 |
Employees and employment standards
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(a) |
Complying with the law
All employees and third parties who work for BCD must comply with the general laws relating to the workplace (such as occupational health, equal opportunity and harassment) as well as the laws and regulations that specifically relate to their work, including, in particular, the competition laws and the laws relating to product liability.
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(b) |
Equity in employment
Recruitment, selection for specific jobs and career progression will be determined by personal merit, competency and the individual's potential to effectively perform the job. Employment decisions will take account of these criteria.
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(c) |
Harassment
Unlawful discrimination and harassment are prohibited by BCD and will not be tolerated. Appropriate disciplinary sanctions will be taken if discrimination or harassment is found to have occurred.
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(d) |
Safety and occupational health
BCD through its participation in the Beaconsfield Mine Joint Venture has adopted strategies, policies and practices, the objective of which is to eliminate all incidents and circumstances relating to its operations and use of its products which could lead to injury or illness amongst its employees, contractors, customers and the wider community.
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(e) |
Business practices - gifts and favours
No BCD employee will, for themselves or their immediate family, accept any gift or favour from anyone with whom BCD does business and which could be construed as being likely to influence improperly the business conduct of the employee or the company.
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(f) |
Business practices - financial inducements
No BCD employee will make or offer to make any illegal payment to achieve any business objective nor will they offer or accept a bribe, "kickback" or secret commission. Bribery is not only against company policy, it is also an act that attracts criminal prosecution and serious penalties; no BCD employee will, in any transaction, offer, promise or give any payment, gift, rebate or other exchange to or for the benefit of any third party as consideration for performing or refraining from performing the transaction.
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(g) |
Dealing with fraud
BCD is committed to maintaining a secure working environment that protects people, company assets and company information from deliberate harm, damage or loss. In appropriate cases, and after proper investigation, BCD reserves the right to summarily dismiss employees found to be defrauding the company and, where appropriate, will press for criminal prosecution and seek financial recovery through civil proceedings.
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| 4.3 |
The wider community |
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(a) |
Safety, health and the environment
BCD is committed to managing its activities with concern for people and the environment, and will conduct its business for the benefit of society and without compromising the quality of life of future generations, with special attention to renewing resources where possible and avoiding waste and pollution.
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(b) |
Local policy
BCD will take into account the interests of the locality and consider sympathetically requests for co-operation that may be received from local community authorities.
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| 4.4 |
Shareholders and other providers of capital
BCD will:
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(a) |
aim to provide an adequate rate of total return to all equity providers commensurate with industry norms and preserve the security interests of lenders;
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(b) |
supply transparent and timely information to ASX that meets or exceeds minimum standards;
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(c) |
operate the company for survival, business efficiency, and growth, while adhering to our other obligations outlined in this Code. |
7. CONTINUOUS DISCLOSURE POLICY
| 1. |
INTRODUCTION
These guidelines provide a system for regularly gathering material information concerning the operations of BCD and its subsidiaries (the BCD Group) from persons involved in the management of the BCD Group, including Directors.
While non-executive Directors are bound by the ASX Listing Rules, the normal procedure where a Director may come into possession of what may be material information otherwise than in the course of Board proceedings they should consult the Company Secretary or Managing Director, who will arrange for appropriate action to be taken. Until the Managing Director decides otherwise, the senior Company Secretary is the Co-Ordinator under this Policy. Information arising in the course of Board proceedings will be dealt with by the Company Secretary in accordance with these guidelines.
The purpose of these guidelines is to:
- ensure BCD, in a listed company environment, meets its continuous disclosure responsibilities under the Corporations Act and the Listing Rules of the Australian Stock Exchange Limited (ASX Listing Rules);
- ensure that BCD's Board is able to consider all relevant information and where appropriate, initiate disclosures, so that there is a fully informed market in respect of BCD's listed securities post-listing;
- provide BCD with an up to date database of material agreements.
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| 2. |
CONTINUOUS DISCLOSURE REPORTING OBLIGATIONS
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| 2.1 |
Sources of obligations
The sources of BCD's continuous disclosure obligations are:
- the ASX Listing Rules (particularly 3.1 and 3.1B); and
- the continuous disclosure provisions contained in the Corporations Act (in particular, section 674 Corporations Act).
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| 2.2 |
Role and responsibilities of the ASX and ASIC
ASIC and the ASX jointly administer the continuous disclosure regime for disclosing entities listed in Australia. The ASX is responsible for administering the Listing Rules while ASIC is responsible for enforcing the Corporations Act.
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| 2.3 |
ASX disclosure obligations
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(a) |
ASX Listing Rule 3.1 and 3.1B
BCD must immediately notify the ASX of:
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‘any information of which BCD is or becomes aware, concerning BCD that a reasonable person would expect to have a material effect on the price or value of BCD's shares.'‘
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The meanings of "material effect" and "aware" are set out in section 2.10.
In addition, when the ASX considers there is or is likely to be a false market, it may ask BCD to give it information to correct or prevent the false market.
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(b) |
ASX Listing Rule 15.7
BCD must not release the abovementioned information to any person who is not bound to confidentiality about the information (eg analysts, institutional and other significant investors, or the media ) until it has given the information to the ASX and has received an acknowledgment that the ASX has released the information to the market. See also the policy on disclosures in section 2.5 below.
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| 2.4 |
Exceptions to ASX disclosure obligations
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(a) |
Exceptions
ASX Listing Rule 3.1A says that disclosure under ASX Listing Rule 3.1 is not required where each of the following conditions is and remains satisfied:
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(i) |
a reasonable person would not expect the information to be disclosed; and
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(ii) |
the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; and
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(iii) |
one or more of the following conditions apply:
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(A) it would be a breach of a law to disclose the information;
(B) the information concerns an incomplete proposal or negotiation;
(C) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
(D) the information is generated for the internal management purposes of BCD; or
(E) the information is a trade secret.
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As soon as any of these elements is no longer satisfied (for example the information is leaked or inappropriately discussed and therefore is no longer confidential), BCD must immediately comply with its continuous disclosure obligations. The obligation to disclose the information arises even though two of the above three requirements are still satisfied.
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| 2.5 |
Announcements or Disclosures
As soon as possible after the ASX confirms an announcement, the announcement should be posted on BCD's website under the "Announcements" area of the Investor Relations page. This is a separate area from promotional material about BCD.
Only authorised spokespersons: the Chairman, Managing Director (or their delegates nominated for that purpose on a particular occasion), may speak on BCD's behalf. An authorised spokesperson must ensure that they are aware of the information that has been disclosed to the ASX before making any disclosure of price sensitive information.
Where practicable the Co-ordinator must be present when disclosure to persons outside BCD is made. The Co-ordinator must maintain a record of all disclosures made to the ASX.
All requests for information by analysts, investors, media etc must be directed to the Co-ordinator. No one other than the Managing Director or Chairman is to speak to analysts investors or the media unless the Co-ordinator is present or has given authority to do so. This is to ensure that no selective disclosure occurs. All persons associated with BCD should treat information about BCD not available on its website as confidential.
Comments by an authorised spokesperson on market analysts' financial projections should be confined to errors in factual information and underlying assumptions. Any response which may suggest that BCD's or the market's current projections are incorrect should be avoided. Any change in expectations must be released to the ASX before commenting to anyone outside BCD.
Except at general meetings of the company, if a question by a person outside BCD can only be answered by disclosing unreleased price sensitive information, the question must not be answered or should be taken on notice. The information must be released to the ASX before responding. New information given in answer to questions at general meetings should be summarised as soon as possible in a release to ASX and posted on BCD's website.
Where practical the Co-ordinator should be informed in advance of any information proposed to be disclosed, including information to be presented at private briefings.
If an inadvertent disclosure by an authorised spokesperson or other person occurs, the Co-ordinator must be notified immediately. If the disclosed information is price sensitive it must be released to the ASX and then posted on BCD's website. If the information is not price sensitive it may nevertheless be preferable to post it on BCD's website in order that everyone has access to the same information.
Subsequent to briefings and discussions with analysts and others outside BCD, there should be a review process by those involved to ensure that no information had been inadvertently disclosed.
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| 2.6 |
2.6 False Market
A false market could arise through a variety of circumstances, such as guesswork of media relating to information that is not yet disclosed because the exception rule under ASX Listing Rule 3.1A applies (e.g. information concerns an incomplete proposal or negotiation). If the comment is inaccurate or only partly accurate this may result in a false market.
If ASX considers that there is or is likely to be a false market, it will tell BCD and BCD must give the information that ASX asks for to correct or prevent the false market. In effect, BCD may be asked to confirm or deny matters that may be unfounded or still subject to negotiation.
BCD must disclose the information needed to correct or prevent a false market because it would, or would be likely to, influence persons who commonly invest in BCD deciding whether or not to buy, hold or sell.
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| 2.7 |
Market speculation and rumours
Market speculation and rumours, whether substantiated or not, have the potential to impact BCD.
BCD's general policy on responding to market speculation and rumours is that the company does not respond to market speculation or rumours (unless formally requested by the ASX).
However, BCD may wish to provide a response that corrects speculation if it contains factual errors that could materially affect the company.
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| 2.8 |
Contravention
If BCD does not notify the ASX of the information required to be disclosed by ASX Listing Rule 3.1 which is not generally available, it will have committed an offence under section 674 of the Corporations Act. Officers of BCD involved in the contravention may also have committed an offence
The concept of "generally available" information is discussed in section 2.10.
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| 2.9 |
Consequences of contravention
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(a) |
BCD's liability
If BCD contravenes its Australian continuous disclosure obligations, it may face:
- if the contravention is intentional or reckless - criminal liability with a fine of up to $110,000; and
- if the contravention is intentional or reckless or negligent - a civil penalty of $200,000 and/or civil liability for any loss or damage suffered by any person as a result of BCD's failure to disclose relevant information to the ASX.
ASIC can also institute proceedings against BCD under ASIC Act 2001 and the Corporations Act section 1324. A further option for ASIC is to issue an infringement notice imposing a penalty.
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(b) |
The liability of Directors, employees and advisers
BCD's directors, employees or advisers who are "involved" in the contravention by BCD, may also be made liable to civil penalties, subject to being able to show that they took all steps reasonable in the circumstances to ensure compliance by BCD. Individuals are also subject to imposition of penalties under an ASIC infringement notice.
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(c) |
Compliance orders
The court has power under the Corporations Act to order BCD and its Directors to comply with the Listing Rules on the application of the ASX, ASIC or an aggrieved person (for example, BCD's shareholders (section 793C Corporations Act).
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2.10 |
Terminology
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(a) |
"Aware" (ASX Listing Rule 19.12)
BCD becomes aware of information if a director or executive officer has, or ought reasonably to have, come into possession of the information in the course of performance of their duties as a director or executive officer of BCD.
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(b) |
"Generally available information" (section 676 Corporations Act)
Information is generally available if:
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(i) |
it consists of a readily observable matter; or
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(ii) |
without limiting the generality of paragraph (1), both the following subparagraphs apply:
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(A) it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of a kind whose price or value might be affected by the information; and
(B) since it was so made known, a reasonable period for it to be disseminated among such persons has elapsed; or
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(iii) |
it consists of deductions, conclusions or inferences made or drawn from the information either or both of the following: a) information referred to in paragraph 1; b) information made known as mentioned in subparagraph 2(A).
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(c) |
"Material effect" (section 677 Corporations Act)
Information has a material effect on the price or value of any of the classes of securities issued by BCD if the information would, or would be likely to, influence persons who commonly invest in such securities in deciding whether or not to subscribe for, or buy or sell, these securities.
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| 2.11 |
Materiality thresholds
The following materiality thresholds have been developed to assist BCD to comply with its continuous disclosure obligations. The thresholds are divided into two categories:
- qualitative; and
- quantitative.
Materiality thresholds make it easier to identify matters that clearly do not require disclosure. However, it is important to remember that a matter may be disclosable even if it does not come within the following categories.
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(a) |
Qualitative test
BCD must disclose any information that a reasonable person would expect to have a material effect on the price or value of any of the classes of securities issued by BCD.
Such information could include, but is not limited to, matters involving:
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(i) |
a significant change in the BCD's financial forecast or expectation (ASX Listing Rule 3.1) including changes likely to be consequent on changes in gold price, ore grade, or mine performance;
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(ii) |
changes in BCD's senior management or a proposal to change BCD's auditor;
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(iii) |
the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade credit, trade debt, borrowing or securities held by BCD Group (ASX Listing Rule 3.1);
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(iv) |
a recommendation or declaration of a dividend or distribution or a recommendation or decision that a dividend or distribution will not be declared (ASX Listing Rule 3.1);
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(v) |
an agreement between BCD and a director (or a related party of the director) (ASX Listing Rule 3.1);
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(vi) |
entry by any member of the BCD Group into a new tenement or the surrender of a tenement, or proposed acquisition or disposition of material assets to be announced by BCD, or joint venture partner;
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(vii) |
under or over subscription to an issue of securities (ASX Listing Rule 3.1);
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(viii) |
giving or receiving a notice of intention to make a takeover; and
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(ix) |
any prosecutions or significant legal proceedings against BCD or its management.
any prosecutions or significant legal proceedings against BCD or its management.
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(x) |
A proposed material change to hedging policies;
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(xi) |
Natural disasters or accidents not necessarily directly affecting BCD assets but which have particular relevance to BCD.
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(b) |
Quantitative test
The following matters may also require disclosure:
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(i) |
matters which may affect BCD's revenue in any one year by 10%* or more of the previous years' figures in real terms or forecasts if any given to the market;
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(ii) |
matters which may affect BCD's assets or liabilities by 10%* or more of the previous years' figures in real terms or forecasts if any given to the market;
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(iii) |
matters which may affect BCD's after tax profits in any one year by 10%* or more of the previous years' figures in real terms or forecasts if any given to the market;
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(iv) |
matters involving any claim against BCD or a company controlled by BCD exceeding 10%* of BCD's consolidated assets (before tax);
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(v) |
a transaction for which the amount payable or receivable is a significant proportion of the written down value of BCD's consolidated assets (normally, an amount of 10% or more would be significant, but a smaller amount may be significant in a particular case) (ASX Listing Rule 3.1);
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(vi) |
mine incidents that have potential to affect annual gold production by 10% or more; and
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(vii) |
drilling and ore driving results that in aggregate may reasonably potentially affect remaining ore reserves by 10% or more.
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*A smaller amount may be significant in a particular case.
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| 2.12 |
BCD's obligations under the Beaconsfield Joint Venture
Clause 18 of the Beaconsfield Joint Venture Agreement requires Joint Venture information to be kept confidential and not disclosed without the consent of all parties, subject to specified exceptions. As regards ASX disclosure, best endeavours must be used to agree the wording of any statement or announcement related to the Joint Venture. Notice must be given to other parties of the proposed disclosure, and disclosure must be limited to that reasonably required by ASX Rules. Announcements about Joint Venture activities requires approval of all parties, which must not be unreasonably withheld.
The effects of Joint Venture activity may vary in relation to the market price or value of parties' shares. If agreement cannot be reached about the content of an ASX release, the judgment about what is reasonably required for compliance with the law, having regard to risk of heavy penalties for BCD and its officers is ultimately one to be made by BCD. That judgment will often need to be made quickly because of the rule requiring relevant information to be given to ASX immediately.
Accordingly where BCD considers that market disclosure is immediately required during market trading hours, it may assume to have used best endeavours if no objection is received two hours after the draft has been forwarded by facsimile and e-mail to the Mine Manager and the Allstate BMJV representative. Wherever possible without contravention of the Listing Rules however, 24 hours' notice should be given of the substance of proposed announcements of joint venture information, (in the form of a draft announcement).
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| 2.13 |
Examples of what does not need disclosure:
Documents such as BCD's corporate plan or similar internal working papers do not need to be disclosed. Nor do truly preliminary discussions with other parties about possible transactions. Information about such matters is insufficiently definite or merely a matter of supposition.
However if such documents or information are disclosed outside BCD except pursuant to formal confidentiality arrangements they will cease to be confidential so that disclosure must be made. It is therefore important that such documents or discussions are kept to a "need to know" basis so as to minimise the chances of an inadvertent disclosure.
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| 3. |
REPORTING PROCESSES - OBLIGATIONS ON MANAGEMENT
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| 3.1 |
Board disclosure
The Co-ordinator is responsible for ensuring that all Board decisions that must be disclosed are dealt with by an appropriate Company announcement.
Individual Directors (other than the Managing Director) will not often be aware of information other than that available to the Board as a whole that is not otherwise dealt with through these reporting processes. If a Director is in doubt about information they should discuss the matter with the Company Secretary or the Managing Director.
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| 4. |
CONTINUOUS DISCLOSURE CO-ORDINATOR
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| 4.1 |
Co-ordinator
The senior Company Secretary is the Co-ordinator.
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| 4.2 |
Specific responsibilities
The responsibilities of the Co-ordinator are to:
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(a) |
liaise with the ASX in relation to continuous disclosure issues;
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(b) |
ensure that there is an adequate system in place for the disclosure of all material information to the ASX, analysts, brokers, shareholders, the media and the public in a timely fashion;
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(c) |
review all proposed announcements by BCD to the ASX or delegate the approval of releases to BCD's General Counsel;
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(d) |
liaise with the Chairman or Board of Directors as appropriate, in relation to the disclosure of information;
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(e) |
prepare a regular disclosure report to the Board of BCD; and
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(f) |
keep a list of relevant matters (including for example negotiations, internal matters and incomplete matters) in order to monitor disclosure.
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8. POLICY FOR SELECTION AND APPOINTMENT
OF NEW DIRECTORS - SUMMARY
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