BOARD APPOINTMENT, INDUCTION AND RENEWAL POLICY

Transcription

1 BOARD APPOINTMENT, INDUCTION AND RENEWAL POLICY 1. INTRODUCTION The Board of Wolf Minerals Limited ( Wolf or the Company ) aims to achieve a balance of experience, skills and tenure amongst its Directors and be of an appropriate size so as to make effective decisions in accordance with its charter. The profiles of each current Director are on our website at under Company Profile/Leadership & Direction. 2. AIM Reflects our values Good business practice Provides clarity and guidance Consistency with ASX Corporate Governance Principles and Recommendations Ensures that the Company s Board is deemed suitable under the AIM Rules for Companies 3. SCOPE This policy applies to all current and incoming Directors of Wolf Minerals Limited. 4. POLICY 4.1 Size and Composition The Board should be of a size and composition that is conducive to making appropriate decisions. It should be large enough to incorporate a variety of perspectives and skills, and to represent the best interests of Wolf as a whole rather than of individual shareholders or interest groups. It should not be so large that effective decision-making is hindered. The majority of the Board, and the Chairman of the Board, should be 'independent directors', which are non-executive directors who: a) Are not substantial shareholders of Wolf (that is holds more than 5% of Wolf s voting shares) or an officer of, or otherwise associated with, a substantial shareholder of the Company; b) Have not been employed in an executive capacity by the Company or its subsidiaries within the last three years, or been a Director after ceasing to hold any such employment; c) Have not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Company;

2 d) Have not been a partner, director or principle of a material professional adviser or a consultant to the Company or its subsidiaries within the last three years, or an employee materially associated with the service provided; e) Are not a material supplier or customer of the Company or its subsidiaries; f) Are not a competitor of the Company; g) Do not have a material contractual relationship with the Company other than as a Director of the Company; and h) Do not have close family ties with any person who falls within the above categories. The Board believes that its membership should comprise Directors with an appropriate mix of skills, experience and personal attributes that allow the directors individually, and the Board collectively, to: a) discharge their responsibilities and duties under the law effectively and efficiently; b) understand the Company s business and the environment in which it operates so as to be able to formulate the objectives, goals and strategic direction which will maximise shareholder value; and c) assess the performance of management in meeting those objectives and goals. As a result the overarching guiding principle is that the Board s composition should have regard to matters such as: Specialist skill representation in the following : Geotechnical expertise Metallurgical expertise Engineering expertise Large project management experience Specialist metal marketing experience Accounting skills Finance and banking experience Legal expertise Mining industry experience and exposure Relevant geographic experience Knowledge of the commodity and geographic markets in which Wolf operates Period of Board service Board experience (amongst the members of the Board, there should be a significant level of familiarity with formal board and governance processes) Previous time spent working at a senior level within one or more organisations of significant size Age spread Diversity in general

3 Other matters for explicit consideration by the Board include: Personal qualities Professional reputation Communication capabilities Ability and commitment to devote appropriate time to directorial duties The complementary nature of the distinctive contribution each director might make Any actual or potential conflicts of interests The extent to which the appointee is likely to work constructively with the existing directors and contribute to the overall effectiveness of the Board; and their Community standing 4.2 Appointment and Induction of New Directors The Wolf Board considers and makes recommendations for nominations of new Directors to the Board as a whole. External consultants may be used to access a wide base of potential Directors. Those considered are assessed against a range of criteria including background, experience, professional skills and personal qualities. The Chairman of the Board is responsible for approaching potential candidates. The Board will also consider whether a candidate s skills and experience will complement the existing Board and whether the candidate has sufficient time available to commit themselves to their responsibilities as a Wolf Director. Prior to the appointment of any new Director the Company Secretary will organise for pre-appointment probity checks to be undertaken on the preferred candidate to confirm their credentials and character. The probity checks will cover the following background and probity checks: National Police Check National Bankruptcy Check Verification of Academic Qualifications Employment Record Confirmation Character Check Any other checks requested by the Board that are relevant to confirm an appointee s character or credentials; and Any other checks in accordance with the ASX Corporate Governance Guidelines and Alternative Investment Market ( AIM ) Rules for Companies. Shareholders will also be provided with the information specified in AIM Rule 17 and Schedule Two paragraph (g) for a Director upon appointment.

4 Before commencing the checks the prior written consent of the appointee must be obtained. The report and personal information obtained as part of the checks will be managed in accordance with the Company s Privacy Policy. The Chairman will inform the Board as to the outcome of the probity checks. In addition the Company s Nominated Advisor ( Nomad ) for its AIM listing in the United Kingdom will undertake the required checks on the appointee and organise training on the AIM Rules for Companies so as to ensure the Director s appointment complies with the AIM Rules. In accordance with Clause of Wolf s Constitution, if the Board appoints a new Director during the year, that person will stand for election by shareholders at the next Annual General Meeting (AGM). Shareholders are provided with relevant background information on the candidates for election including their: Biographical details; Details of other material directorships; Information as to the Director s independence and a statement as to whether the Director has any interests, positions, association or relationships that may or may be perceived to influence their independent judgement; The results of the pre-appointment probity checks including any adverse information; A statement from the Board as to whether the candidate qualifies as an independent director; Term of office served to date; Details of Directors other commitments and an indication of the time involved; and A statement from the Director as to whether they will have sufficient time to fulfil their directorial responsibilities. The appointment process for new Directors also includes the following: All new Directors receive a letter of appointment, which sets out their duties, the terms and conditions of appointment including the expected term of appointment, remuneration and the expectations of the role. This letter conforms with the ASX Corporate Governance Guidelines. In addition, the appointment process also includes the following key elements: Receipt of appointment-related documents Directors Handbook The Handbook includes information on a broad range of governance and administrative matters relating to the role of a Wolf director. Directors Deed Each Director is provided with a Deed which covers a number of issues including indemnity, directors and officers liability insurance, the right to obtain independent advice and requirements concerning confidential information.

5 Induction Program All new Directors are offered a formal structured induction program which extends beyond the Board room to help familiarise them with matters relating to the Company s business and operations, its strategy as well as any current issues before the Board. In addition the induction program covers the Company s governance framework and key Director related policies. The programme will be tailored to the needs of the particular director to avoid repeating information the director is already well versed in. Elements of the induction program will be prioritised and delivered over a pre agreed period. The Chairman leads the induction process and the Company Secretary is responsible for facilitating its implementation. As part of the induction program new Directors are provided with copies of Board minutes from the last six months of Board meetings and copies of recent Board packs. The induction program includes briefings with the Chairman Managing Director The chairmen of the respective Board Committees Each senior executive including the Chief Financial Officer Company Secretary Representatives of major shareholders Training on the AIM Rules for Companies by the Company s Nominated Advisor as well as site visits to the Company s operations. On appointment and for the duration of their first year new Directors are expected to set aside appropriate additional time to completed their induction and familiarisation activities. Depending on the candidate s background and the complexity of current issues being considered by the Board the Chairman may partner a new non executive director with an executive Board member to speed up the process of him or her acquiring an understanding of the main areas of business activity, especially areas involving significant risk. Following their appointment and induction, the Board encourages Directors to continue their education by participating in formal workshops which are held periodically and attending relevant site visits. As part of its commitment to continuous improvement new Directors are encouraged to provide feedback on their induction program and to provide suggestions for improvement.

6 New Wolf directors are expected to be Board ready and where they have not successfully completed the Australian Institute of Company Directors course (or its equivalent) they may be required to do so at their own expense as a condition of their appointment. A condition of their appointment is that Non-Executive Directors are provided with part of their Directors fees in the form of Company shares on a quarterly basis. 4.3 Re-appointment of Incumbent Directors ASX Listing Rule 14.4 provides that a Director must not hold office (without re-election) past the third AGM following the Director s appointment or three years, whichever is the longer. In addition clause 11.3 of the Constitution provides that at the Company's Annual General Meeting onethird of the Directors (or if their number is not a multiple of three then the number nearest one-third, rounded upwards in case of doubt), shall retire from office. No Director (except a Managing Director) is permitted to hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection The Directors to retire at an Annual General Meeting are those who have been longest in office since their last election, In the event they became Directors on the same day they shall draw lots (unless they otherwise agree among themselves) to determine who shall retire. In determining the number of Directors to retire, no account is to be taken of a Director who holds office only until the conclusion of the meeting in accordance with clause 11.3 ( Casual vacancy ) or the Managing Director. A retiring Director holds office until the conclusion of the meeting at which that Director retires but is eligible for re-election at the meeting. Directors offering themselves for re-election are invited to give a short presentation to the AGM in support of re-election. Shareholders are provided with extensive information for Directors seeking re-election as per the ASX Corporate Governance Guidelines (see section on Appointment of New Directors above). 4.4 Alternate Directors The Company s Constitution permits the appointment of Alternate Directors. A Director may, with the approval of the other Directors, appoint a person to be an Alternate Director to act in that Director s place during such period as the Director sees fit. An Alternate Director is subject to the conditions generally attaching to Directors except that he / she is not entitled to any remuneration (except any which is provided by the appointing Director). An Alternate Director will undergo appropriate probity checks as participate in an induction program as part of their appointment and on- boarding.

7 Following their appointment the Alternate Director will continue to hold office until they either resign, the appointing Director revokes their appointment or until the appointing Director ceases being a Director, whichever occurs first. 4.5 Board Renewal The Board undertakes periodic succession planning discussions to ensure planned and progressive refreshing of the Board. Wolf recognises the benefits of long-standing Directors but it is cognisant that it is also important that Directors do not serve on the Board for a period that could, or could reasonably be perceived to, interfere with their ability to act in the best interests of beneficiaries. With the exception of the Managing Director, Directors are appointed for a three year term. The Board has not set a maximum tenure for Board members but instead considers a Director s length of service when a Director seeks reelection. The re-appointment of Directors is not automatic. The Board provides a recommendation to shareholders as to whether a Director should be re-elected. In forming its recommendation the Board will consider a range of factors including the Director s meeting attendance record, their performance and contribution to the Board and its Committees as well as their length of service. Approved by the Board of Wolf Minerals Limited on 29 January 2015