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The Board of Medusa Mining Limited (“Medusa” or the “Company”) is responsible for the creation and protection of shareholder wealth and has established a corporate governance structure, that incorporates comprehensive systems of control and accountability as the basis for the proper administration of corporate governance.
Medusa, as a listed entity, must comply with the Corporations Act 2001(Cth) (“Corporations Act”), the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”) and other Australian and international legal, regulatory and governance requirements.
The Board of Directors of the Company (“Board”) is committed to achieving and maintaining high standards of corporate governance. The Board operates in accordance with a set of corporate governance principles that take into account the relevant good practice recommendations. These include the ASX Corporate Governance Council’s (“ASXCGC”) third edition of the Corporate Governance Principles and Recommendations (“ASXCGC Recommendations”).
The following policies, charters and codes were adopted by the Board on 5 September 2016
The Board Charter deals with the composition, roles and responsibilities of the Board and the Board’s interaction with the Committees of the Board.
Code of Conduct
The Code of Conduct which must be observed by all Directors, employees, consultants and any other person when they represent Medusa.
Continuous Disclosure Policy
This is a formal policy designed to ensure compliance by all employees of Medusa within the relevant provisions of the Corporations Act and ASX Listing Rules.
Risk Management Policy
The Risk Management policy outlines Medusa’s approach to the oversight and management of material business risks and the design, implementation and monitoring of an internal compliance control framework.
Audit Committee Charter
The Audit Committee Charter is designed to assist the Board in fulfilling its corporate governance responsibilities in respect to legal and regulatory obligations, establishment and maintenance of internal control, reliability and integrity of financial information and audit, accounting and financial obligations.
The Audit Committee currently comprises the following Committee Members:
Remuneration Committee Charter
The Remuneration Committee Charter is designed to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration.
The Remuneration Committee currently comprises the following Committee Members:
Nomination Committee Charter
The Nomination Committee Charter is designed to assist the Board in fulfilling its Corporate Governance Responsibilities with respect to:
(a) monitoring the size and composition of the Board;
(b) recommending individuals for nomination as members of the Board and Committees; and
(c) reviewing the performance of the Board to ensure that its members remain committed and are adequately discharging their duties and responsibilities.
The Nomination Committee currently comprises the following Committee Members:
Safety Health and Environment Committee Charter
The Safety, Health and Environment Committee (“SHE”) was established to assist the Board in fulfilling its corporate governance responsibilities with respect to safety, health and environment. The “SHE” Committee currently comprises the following Committee Members:
Shareholder Communications Policy
This policy designed to promote effective communication with shareholders and encourage effective participation at General Meetings.
Additional Corporate Governance related material is available in the following sections of Medusa’s website:
Implementation of Policies
The Company is not of sufficient scale or size to implement all policies through formal meetings and to report on the results of the implementation of the policies by written reports.