The primary responsibility for the Board is to represent and advance Shareholder's interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.
The Company has adopted the ASX Corporate Governance Principles and Recommendations with some amendments where applicable after giving consideration to the Company's size and the resources it has available.
As the Company's activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.
A summary of the Company's key policies is as follows.
Board and Senior Executive Evaluation
The Board considers the ongoing development and improvement of its own performance as critical input to effective governance. The Board undertakes an annual evaluation of its effectiveness as a whole. The Chairman reviews the individual performance of each Board member annually.
All senior executives of Attila are subject to an annual performance evaluation. Each year, senior executives establish a set of performance targets with her or his superior. These targets are aligned to overall business goals and requirements of the position.
Code of Conduct
The Board, management and all employees of Attila are committed to implementing Attila's core principles and values as stated in this Code of Conduct when dealing with each other and with customers, suppliers, government authorities, creditors and the wider community.
Attila is dedicated to delivering outstanding performance for investors and employees. Attila aspires to be a leader in its field while operating openly, with honesty, integrity and responsibility and maintaining a strong sense of corporate social responsibility. In maintaining its corporate social responsibility Attila will conduct its business ethically and according to its values, encourage community initiatives, consider the environment and ensure a safe, equal and supportive workplace.
In accordance with the ASX Listing Rules, Attila will immediately notify the ASX of information concerning Attila that a reasonable person would expect to have a material effect on the price or value of Attila's securities.
The only exception to this requirement is where the ASX Listing Rules do not require such information to be disclosed.
Upon confirmation of receipt from the ASX, Attila will post all information disclosed to ASX on its website.
Selection of External Auditor
The Board identifies and recommends an appropriate external auditor for appointment, in conjunction with senior management and/or Attila in general meeting. The appointment is made in writing.
The external auditor is required to rotate its audit partners so that no partner of the external auditor is in a position of responsibility in relation to Attila's accounts for a period of more than five consecutive years. Further, once rotated off Attila's accounts, no partner of the external auditor may assume any responsibility in relation to Attila's accounts for a period of five consecutive years.
Non-executive Directors Remuneration
Non-executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. The sum each Non-Executive Director is paid is determined by the Board from time to time. Additional fees may be paid for participation on Board Committees, however, the total fees paid to Non-Executive Directors, including fees paid for participation on Board Committees, are kept within the total amount approved by shareholders.
Selection and Appointment of New Directors
Candidates for the Board are considered and selected by reference to a number of factors which include, but are not limited to, their relevant experience and achievements, compatibility with other Board members, credibility within Attila's scope of activities, and intellectual and physical ability to undertake Board duties and responsibilities. Directors are initially appointed by the full Board, subject to election by shareholders at the next general meeting.
Risk recognition and management are viewed by Attila as integral to the Company's objectives of creating and maintaining shareholder value, and the successful execution of the Company's mineral exploration and development.
There are a range of specific risks that have the potential to have an adverse impact on Attila's business. The Company has developed a framework for a risk management policy and internal compliance and control system which covers organisational, financial and operational aspects of the Company's affairs.
Attila recognises that directors, officers and employees may hold securities in Attila and that most investors are encouraged by these holdings. It is the responsibility of the individual director, officer or employee to ensure that any trading by the director, officer or employee complies with the Corporations Act 2001, the ASX Listing Rules and Company Policy.
Director, Officer, Employee or Potential Insider (including such parties as advisors and consultants who have access to, or are involved with confidential information ) includes a director, officer or employee of Attila, the director's, officer's or employee's immediate family (includes a person or persons under the control or influence of the director, officer or employee) and related entities controlled by the director, officer or employee or members of the immediate family.
A breach of this policy may lead to disciplinary action. It may also be a breach of the law.
The Company has established procedures and protocols to be complied with if a director, officer or employee wishes to trade in the Company's securities.
Senior Executives Remuneration
Attila is committed to remunerating its senior executives in a manner that is market competitive, consistent with best practice and supports the interests of shareholders. Consequently, senior executives' remuneration consists of a fixed salary, statutory superannuation and, subject to the terms of their engagement, mobile phone expenses.
All reasonable out of pocket expenses incurred by the senior executive in connection with the performance of duties on behalf of Attila will be reimbursed.
Shareholder Communication Policy
The Board aims to ensure that shareholders are informed of all major developments affecting Attila. All shareholders receive the Company's annual report, and may also request copies of the Company's half-yearly and quarterly reports. The Board also encourages full participation of shareholders at the Company's annual general meeting.
In addition, the Company maintains a website at www.attilaresources.com which is regularly updated.
Matters for Approval by the Board of Directors
The Board has adopted a list of matters required to be brought before the Board of Directors for approval. This provides an important means of dividing responsibility between the Board and management, assisting those affected by corporate decisions to better understand the respective accountabilities and contributions of the Board and the Senior Executives.
Full details of a selection of Attila's corporate governance policies are set out below.