Sylvania Resources Limited ("Company") has adopted a Corporate Governance Manual which forms the basis of a comprehensive system of control and accountability for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.
To the extent they are applicable to the Company, the Board has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ("Principles & Recommendations"). View the ASX Principles & Recommendations [PDF - 27KB].
The Company is pleased to make the following information on its corporate governance practices available on this website.
The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Re-appointment of directors is not automatic.
Policy and Procedure for Selection and (Re)Appointment of Directors [PDF - 18KB]
The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors. The Nomination Committee (or its equivalent) is responsible for evaluating the CEO. Other senior executives are evaluated by the CEO.
It is the Board's policy that in determining a director's independence the Board considers the relationships which may affect independence as set out in Box 2.1 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.
Policy on Assessing the Independence of Directors [PDF - 16KB]
The board has adopted a Policy which prohibits dealing the Company's securities by directors, officers and employees when those persons possess inside information. The Policy also contains a Close Period within which directors, officers and employees are prohibited from trading.
The board has adopted a Code of Code which requires Directors, management and employees to deal with the Company's customers, suppliers, competitors and each other with honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates. The Code prohibits Directors, management and employees from involving themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interest of the Company. The Company also has a policy on financial and other inducements. Directors, management and employees are required to respect the confidentiality of all information of a confidential nature acquired in the course of the Company's business. Directors, management and employees must protect the assets of the Company to ensure availability for legitimate business purposes. The Company acknowledges its responsibility to shareholders, the community, and the individual. The Company will use its best endeavours to ensure a safe work place and maintain proper occupational health and safety practices.
The Board has adopted a Policy on ASX Listing Rule Compliance. The Policy sets out the obligations of Directors, officers and employees to ensure the Company satisfies its continuous disclosure obligations. It provides information as to what a person should do when they become aware of information which could have a material affect on the Company's securities. The Policy also sets out the consequences of non compliance and a person's confidentiality obligations.
The board has adopted Compliance Procedures to assist it to comply with the ASX Listing Rules disclosure requirements. Under the Compliance Procedures, a Responsible Officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations. The duties of the Responsible Officer are set out in the Compliance Procedures. The Compliance Procedures provide guidelines as to the type of information that needs to be disclosed and encourages thorough recording of disclosure decision making. The Compliance Procedures contain information on avoiding a false market, safeguarding confidentiality of corporate information, and information on external communication for the purpose of protecting the Company's price sensitive information. The Compliance Procedures also provide guidance relating to potential disclosure material.
The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as per the recommendations of the Audit Committee (or its equivalent).
Procedure for the Selection, Appointment and Rotation of External Auditor [PDF - 15KB]
The Board aims to ensure that the shareholders are informed of all major developments affecting the Company
Shareholder Communication Strategy [PDF - 17KB]
The Board has adopted a Risk Management Policy. Under the Policy, the Board delegates day-to-day management of risk to the Chief Executive Officer (or equivalent). The Policy sets out the role of the Chief Executive Officer (or equivalent) and accountabilities. A Risk Management Group has also been formed to assist in the management of risk. The Policy describes some of the policies and practices the Company has in place to manage specific business risks.
The Board has adopted a Whistleblower Policy. The aim of this Policy is to ensure that directors, officers and employees comply with the Company's Code of Conduct. The Policy encourages reporting of violations (or suspected violations) and provides effective protection to those reporting by implementing systems for confidentiality and report handling.
