The Board of Directors of Alligator Energy Limited are responsible for the corporate governance of the Company.
The Board is committed to administering the policies and procedures with openness and integrity, pursuing the spirit of corporate governance commensurate with Alligator’s needs. To the extent they are applicable to an entity of the nature and size of Alligator, Alligator intends to comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
The Company’s corporate governance principles 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.
With the exception of the departures from the ASX Corporate Governance Council recommendations, as detailed in the Annual Report, the practices of Alligator Energy Limited are compliant with the Council’s best practice recommendations.
To view the Corporate Governance Statement – Corporate Governance Statement – 30 June 2020
The Board is accountable to the Shareholders for the performance of the Company 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 CEO.
The key responsibilities of the Board include:
- provide leadership and setting the strategic objectives of the Company;
- appointing, and when necessary replacing, the CEO;
- approving the appointment, and when necessary replacement, of other senior executives;
- overseeing management’s implementation of the entity’s strategic objectives and its performance generally;
- approving operating budgets and major capital expenditure;
- overseeing the integrity of the entity’s accounting and corporate reporting systems, including the external audit;
- overseeing the entity’s process for making timely and balanced disclosure of all material information concerning the entity that a reasonable person would expect would impact on the price or value of the entity’s securities;
- ensuring that the entity has in place an appropriate risk management framework and setting the risk appetite within which the board expects management to operate;
- approving the entity’s remuneration framework; assessing the performance of the CEO and reviewing the performance of senior staff
- monitoring the effectiveness of the entity’s governance practices, particularly in relation to Health and Safety, Environment and Community Relations.
For the purposes of the proper performance of their duties, the Directors are entitled to seek independent professional advice at Alligator Energy’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 a Corporate Governance Charter that sets out the governance principles and the charters for all Board sub-committees – Corporate Governance Charter
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. Alligator Energy intends to maintain a reputation for integrity. 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 – Code of Conduct
To view the Company’s Whistle Blower Policy – Whistleblower Policy
To view the Company’s Diversity Policy – Diversity Policy
The Board strives to ensure that the Shareholders are provided with sufficient information to assess the performance of the Company and its Directors and to make well-informed investment decisions.
Information is communicated to Shareholders through:
- annual and half-yearly financial reports and quarterly reports;
- annual and other general meetings convened for Shareholder review and approval of Board proposals;
- continuous disclosure of material changes are announced 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 changes and for establishing communication protocols with shareholders.
To view the Company’s Continuous Disclosure Policy – Continuous Disclosure Policy
To view the Company’s Communications Policy – Shareholder Communications Policy
Identification and management of business risk
The Board has identified the significant areas of potential business risk to Alligator Energy Limited. The identification, monitoring and, where appropriate, the mitigation of significant risk to Alligator Energy Limited is the responsibility of the CEO and the Board.
The Board and Audit and Risk Committee reviews and monitors the framework under which such risks are managed.
To view the Company’s Risk Management Policy – Risk Management Policy
To view the Company’s EHS and Community Policy – EHS and Community Policies
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. The maximum aggregate annual remuneration which may be paid to non-executive Directors is currently $ 250,000. This amount cannot be increased without the approval of the Company’s shareholders.
To view the Company’s Remuneration Policy – Alligator Energy Ltd- Remuneration Policy
Securities trading disclosure
The Company has a formal policy for dealing in the Company’s shares by Directors, employees and contractors. This sets out their obligations regarding disclosure of dealing in the Company’s shares.
To view the Company’s Trading Policy – Alligator Energy Ltd Trading Policy