Corporate Governance

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

 

Board Charter

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.

 

Committee Charters

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:

  • Mr Roy Philip Daniel – Non Executive Director (Chairman)
  • Mr Ciceron A Angeles – Non Executive Director
  • Mr Andrew Boon San Teo – Non Executive Chairman

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:

  • Mr Roy Philip Daniel – Non Executive Director (Chairman)
  • Mr Andrew Boon San Teo – Non Executive Chairman
  • Mr Ciceron A Angeles – Non Executive Director

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:

  • Mr Ciceron A Angeles – Non Executive Director (Chairman)
  • Mr Andrew Boon San Teo – Non Executive Chairman
  • Mr Raul Conde Villanueva – Executive Director

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:

  • Mr Raul Conde Villanueva – Executive Director (Chairman)
  • Mr Andrew Boon San Teo – Non Executive Chairman
  • Mr Roy Philip Daniel – Non Executive Director
  • Mr Boyd Timler – Chief Executive Officer

Shareholder Communications Policy

This policy designed to promote effective communication with shareholders and encourage effective participation at General Meetings.

 

Other Information

Additional Corporate Governance related material is available in the following sections of Medusa’s website:

Newsroom

ASX Reports

Corporate

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.