Back a page

Corporate Governance Statement

Since the introduction of the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (ASX Principles and Recommendations), and the revised second edition of the ASX Principles and Recommendations, Nido Petroleum Limited has made it a priority to adopt systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this report. Commensurate with the spirit of the ASX Principles and Recommendations, the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company.  Where, after due consideration, the Company’s corporate governance practices depart from the ASX Principles and Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.

Further information about the Company’s corporate governance practices is set out on the Company’s website at www.nido.com.au.  In accordance with the ASX Principles and Recommendations, information published on the Company’s website includes charters (for the Board and its sub-committees), the Company’s code of conduct and other policies and procedures relating to the Board and its responsibilities.

The Company’s corporate governance practices are structured with reference to the ASX Principles and Recommendations (second edition), as follows:

Explanations For Departures From Best Practice Recommendations

Principle 2
Recommendation 2.4: The Board should establish a Nomination Committee
Notification of Departure:

A separate nomination committee has not been formed.

Explanation for Departure:

The role of the nomination committee is carried out by the full Board in accordance with the Nomination Committee Charter.  The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate nomination committee.

Principle 8
Recommendation 8.1: The Board should establish a Remuneration Committee
Notification of Departure:

A separate remuneration committee has not been formed.

Explanation for Departure:

The role of the remuneration committee is carried out by the full Board in accordance with the Remuneration Committee Charter.  The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate remuneration committee.

Nomination Committee

The Board did not meet formally as the Nomination Committee during the reporting period, however, any relevant matters were discussed as required from time to time during the regular meetings of the Board.

Audit Committee

Messrs James Brown, Gregor Dixon and Vincent Pérez were members of the Audit Committee throughout the duration of the reporting period.  The Audit Committee is chaired by Mr James Brown. All members of the Audit Committee are considered to be independent.

Audit Committee - continued

During the reporting period the Audit Committee held three meetings. The external auditor was present at all of the meetings, by invitation, as were other relevant parties to assist the Audit Committee in fulfilling its role efficiently and effectively. Attendance of the Audit Committee members was as follows:

Mr Dixon is financially experienced and is otherwise qualified to be a member of the Audit Committee by virtue of his industry experience. Details of his qualifications are included in the Directors Report. Mr Brown as a financial analyst and Mr Pérez as an investment banker each possess the “financial expertise” usually required of at least one member of the Audit Committee.

Remuneration Committee

Company’s Remuneration Policies

Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms part of the Directors’ Report.

Names of Remuneration Committee Members and their Attendance at Committee Meetings

The Board did not meet formally as the Remuneration Committee during the reporting period, however any relevant matters were discussed as required from time to time during the regular meetings of the Board.

Other

Skills, Experience, Expertise and Term of Office of each Director

A profile of each Director containing the skills, experience, expertise and term of office of each Director is set out in the Directors’ Report.

Identification of Independent Directors

In considering the independence of Directors, the Board refers to the criteria for independence as set out in Box 2.1 of the commentary that supplements the ASX Principles and Recommendations (Independence Criteria).  To the extent that it is necessary for the Board to consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative materiality as adopted by the Board and contained in the Board Charter, which is fully disclosed in the Company’s website.

Messrs Brown, Dixon and Pérez provide expertise and know-how in relation to the Company’s business in a consultancy capacity.  The services are provided at normal commercial rates.  As a result, none of these Directors fit with paragraph 3 of the Independence Criteria.  Messrs Brown, Dixon and Pérez are not substantial shareholders of the Company and each meets all of the other Independence Criteria.

The Board (in the absence of these Directors) has considered the services of Messrs Brown, Dixon and Pérez in the context of the materiality threshold for contracts as set out in the Board Charter, and is satisfied that in each instance the consultancy relationship with the Company does not impede each Director’s ability to act in the best interests of the Company and exercise independent judgement.  For this reason, Messrs Brown, Dixon and Pérez are considered to be independent.

Statement concerning Availability of Independent Professional Advice

If a Director considers it necessary to obtain independent professional advice to properly discharge the responsibility of his/her office as a Director, then, provided the Director first obtains approval for incurring such expense from the Chair, the Company will pay for the reasonable expenses associated with obtaining such advice.

Confirmation whether Performance Evaluation of the Board and its Members have Taken Place and How Conducted

During the reporting period an evaluation of the Board and its members was not carried out. The full Board assesses the performance of individual Directors, including the Managing Director and key Executives on an informal basis. Due to the nature and stage of the Company’s operations, it is not yet possible for quantitative measures of performance to be established. The Company will continue to monitor whether more formal procedures are warranted.

Existence and Terms of any Schemes for Retirement Benefits for Non-Executive Directors

There are no termination or retirement benefits for Non-Executive Directors.

© copyright 2008 Indepth Creative
Privacy Policy | Disclaimer