Corporate Governance

The Board of Directors of TopTung Limited (TTW) is responsible for the corporate governance of the Company and its subsidiaries.

The Board is committed to administering the policies and procedures with openness and integrity, pursuing the spirit of corporate governance commensurate with the Company’s needs. To the extent applicable to a Company of the nature and size of TTW, the Company intends to comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

The Company’s corporate governance principles and policies are guided by the ASX Corporate Governance Council’s Principles and Recommendations (3rd Edition) which cover:

Principle 1:    Lay solid foundations for management and oversight.

Principle 2:    Structure the Board to add value.

Principle 3:    Act ethically and responsibly.

Principle 4:    Safeguard integrity in corporate reporting.

Principle 5:    Make timely and balanced disclosure.

Principle 6:    Respect the rights of security holders.

Principle 7:    Recognise and manage risk.

Principle 8:    Remunerate fairly and responsibly.

On an annual basis the Company will disclose on the website any departures from the ASX Corporate Governance Council recommendations with an explanation. Aside from these disclosures the governance practices of Toptung Limited are compliant with the Council’s best practice recommendations.

The Corporate Governance Statement and Appendix 4G for the period ended 30 September 2016

Corporate Governance Statement - 2016

Appendix 4G - Corporate Governance

Board Responsibilities

The Board is accountable to the Shareholders for the performance of the Company and its subsidiaries (Group) and has overall responsibility for its operations. Day to day management of the Company’s affairs and the implementation of the corporate strategy and policy initiatives, are formally delegated by the Board to the Executive Chairman or appointed CEO.

The key responsibilities of the Board include:

  1. appointing and, where appropriate, removing the Chairman and Managing Director of the Group and the Company Secretary;
  2. input into and final approval of management’s development of corporate strategy and performance objectives;
  3. reviewing and ratifying the risk management framework including systems of risk management and internal compliance and control, codes of conduct, and legal compliance;
  4. monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available;
  5. approving the entities remuneration framework;
  6. approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures;
  7. approving the annual budget;
  8. monitoring the financial performance of the Group;
  9. providing overall corporate governance of the Group, including conducting regular reviews of the balance of responsibilities within the Group to ensure division of functions remain appropriate to the needs of the Group;
  10. appointing the external auditor (where applicable, based on recommendations of the Audit Committee) and the appointment of a new external auditor when any vacancy arises, provided that any appointment made by the Board must be ratified by shareholders at the next annual general meeting of the Group;
  11. liaising with the Group’s external auditors and Audit & Risk Management Committee (where there is a separate Audit & Risk Management Committee);
  12. monitoring and ensuring compliance with all of the Group’s legal obligations, in particular those obligations relating to the environment, social responsibility, cultural heritage and occupational health and safety; and
  13. Overseeing the Group’s process for making timely and balanced disclosure of all material information concerning the entity that a reasonable person would expect to have a material effect on the price or value of the Group’s securities.

For the purposes of the proper performance of their duties, the Directors are entitled to seek independent professional advice at TTW’s expense, unless the Board deems otherwise. The Board schedules meetings on a regular basis and other meetings as and when required.

The Board is guided by the Board Charter, Audit & Risk Committee Charter, Nomination Charter and Remuneration Charter that set out the governance principles and the charters for all Board sub-committees.

To view the Company’s Board Charter click here

To view the Company’s Audit & Risk Committee Charter click here

To view the Company’s Nomination Charter click here

To view the Company’s Remuneration Charter click here

To view the Company’s Board Performance Evaluation Policy click here

Ethics and Independence

The Board recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity. TTW intends to maintain a reputation for integrity and respect. The Company’s officers and employees are required to act in accordance with the law and generally accepted ethical standards. In this regard the Company has adopted a Code of Conduct and Diversity Policy.

To view the Company’s Code of Conduct click here

To view the Company’s Diversity Policy click here

Shareholder communication

The Board is committed to ensuring that the Shareholders are provided with appropriate information to assess the performance of the Company and its Directors.

Information is communicated to Shareholders through:

  • annual and half-yearly financial reports and quarterly reports;
  • annual and other general meetings convened for Shareholders;
  • continuous disclosure of material price sensitive information are announced promptly and without delay to the ASX; and
  • the Company maintains a website where all ASX announcements, notices and financial reports are published as soon as possible after release to the ASX.

The auditor is required under the Corporations Act to attend the annual general meeting of Shareholders. The Chairman will permit Shareholders to ask questions about the conduct of the audit and the preparation and content of the audit report.

The Board has adopted policies for keeping the market informed of material price sensitive information and for establishing communication protocols with shareholders.

To view the Company’s ASX Continuous Disclosure Policy click here

To view the Company’s Shareholder Communications Policy click here

Identification and management of business risk

The Board has identified the significant areas of potential business risk to TTW. The identification, monitoring and, where appropriate, the mitigation of significant business risks to TTW is the responsibility of management and the Board.

The Board reviews on an annual basis the framework under which such risks are managed.

To view the Company’s Risk Management Policy click here

Remuneration

The Chairman and the non-executive Directors are entitled to draw Directors fees and receive reimbursement of reasonable expenses for attendance at meetings. The Company is required to disclose in its Annual Report details of remuneration to Directors. Shareholders will from time to time approve the maximum aggregate annual remuneration which may be paid to non-executive Directors.

Securities trading disclosure

The Company has a formal policy for dealing in the Company’s shares by Key Management Personnel, employees and key contractors. This sets out their obligations regarding obtaining approvals to deal in the shares.

To view the Company’s Securities Trading Policy click here

Occupational Health and Safety Policy

To view the Company’s Occupational Health and Safety Policy click here

Environmental Policy

To view the Company’s Environmental Policy click here

Sustainable Development Policy

To view the Company’s Sustainable Development Policy click here

Community Engagement Policy

To view the Company’s Community Engagement Policy click here