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Corporate Governance

Board Charter & Committees

Audit Committee

Executive Committee

Directors' and Executive Officers' code of Conduct

Performance Evaluation Process

Code of Business Conduct

Share Dealing Policy

Communications Strategy

Disclosure Policy

Risk Management and Internal Control

Corporate

Executive Committee

Charter

This charter governs the operations of the Executive Committee. The committee shall review and reassess the charter at least annually and obtain the approval of the board of directors.

Membership

The committee shall be members of, and appointed by, the board of directors and shall comprise at least two directors. Directors serving on this committee should have diverse, complementary backgrounds, the majority of which will preferably be independent of management and the company. In the event that the committee comprises only two directors, both directors should be independent. The committee is to be chaired by an independent director who shall have leadership experience.

The Company Secretary will be the Secretary of the committee.

Meetings

The committee shall meet at least once each year, with additional meetings when circumstances require, as determined by the committee Chairperson.

Conveninq and Notice of Meetinq

Any member may (and the Secretary must act upon a request from any member) convene a meeting of the committee. Notice is to be given to every member of the committee with no minimum notice period required and no necessity for acknowledgement of notice before the meeting may be validly held.

Attendance

Members of the committee are expected to be present at all meetings. As necessary, the Chairperson of the committee may request that members of management, consultants or others, which it may deem appropriate, be present at committee meetings.

Quorum

Two members of the committee shall constitute a quorum. In the event where only two members are present, the unanimous vote of the two members shall constitute an act of the committee. Where the committee comprises more than two committee members, the act of a majority of the members present will constitute an act of the committee.

Minutes

Minutes of each meeting are to be prepared by or under the direction of the Company Secretary. The Secretary shall maintain a permanent record of the minutes, and shall distribute minutes to members of the committee and directors who are not members of the committee.

Purpose, Function and Responsibility

The Executive Committee shall provide assistance to the board of directors in fulfilling its corporate governance and oversight responsibilities. The main functions and responsibilities of the Executive Committee include the following:

REMUNERATION

The Executive Committee will:

  • Determine appropriate compensation arrangements for the directors, the Managing Director, and employees. From this, recommendations are made to the board.
  • Determine the executive remuneration policy.
  • Review and submit to the Board equity based plans.

Remuneration Policy

This policy governs the Remuneration functions of the Executive Committee. The committee shall review and reassess the policy at least annually and obtain the approval of the board of directors.

Overall Director Remuneration

Directors shall receive remuneration for their services as directors within fixed annual limits approved by shareholders. The Committee recommends the actual payments to directors and the board is responsible for ratifying any recommendations if appropriate. The maximum aggregate remuneration approved for director remuneration is currently $500,000.

Further, shareholders must approve the framework for any equity schemes and if a director is recommended for being able to participate in an equity scheme, this participation must be approved by the shareholders.

Executive Remuneration

Main principles

The remuneration policy reflects the company’s obligation to align executive directors' remuneration with shareholders' interests and to engage appropriately qualified executive talent for the benefit of the group. The main principles of the policy are:

  • Reward reflects the competitive global market in which the company operates. Individual reward should be linked to performance criteria.
  • Executives should be rewarded for both financial and non-financial performance.

Elements of Remuneration

The executive directors total remuneration consists of the following:

  • Salary - salaried executive directors receive a fixed sum payable fortnightly in cash.
  • Bonus - salaried executive directors are eligible to participate in a bonus scheme if deemed appropriate.
  • Superannuation – salaried executive directors are eligible to participate in superannuation schemes.
  • Long Term Incentives - executive directors may participate in share option schemes with the approval of shareholders.
  • Directors fees – executive directors are entitled to be paid directors fees.
  • Other benefits - executive directors are entitled to have their indemnity insurance paid by the company.

The non-executive directors total remuneration consists of the following:

  • Directors fees – non-executive directors are entitled to be paid directors fees.
  • Other benefits – non-executive directors are entitled to have their indemnity insurance paid by the company.

Non-Executive Remuneration

Main principles

Shareholders approve the maximum aggregate remuneration for non-executive directors. The Committee recommends the actual payments to directors and the board is responsible for ratifying any recommendations if appropriate. The maximum aggregate remuneration approved for directors is currently $500,000.

Directors are entitled to have their indemnity insurance paid by the company.

NOMINATION

The Executive Committee will:

  • Review the appropriateness of the size of the board relative to its various responsibilities and where necessary make recommendations to the board to change the composition of the board.
  • Review the overall composition of the board and board committees, taking into account factors such as:
    • expertise of each board member
    • business experience & integrity
    • skills
    • breadth of experience
    • knowledge about the company's business or industry
    • willingness to devote time and effort to the board
    and make appropriate recommendations as necessary. As such, the committee shall determine the criteria, objectives and procedure for selecting new board members.
  • Review and recommend to the board the criteria for board membership, including assessment of the necessary and desirable competencies of the board members.
  • The committee shall review potential candidates for the board and report on the candidates and results to the board for consideration. As such the committee shall evaluate and conduct the appropriate inquiries into the backgrounds and qualifications of possible nominees.
  • Recommend to the board, members of the board to be designated as chairperson of the board's committees.
  • Make recommendations to the board in relation to appropriate performance criteria, for both the individual directors and full board acting as a collective body. This may include such items as level of director attendance, preparedness, participation and candor.
  • Review, develop and recommend to the board if necessary, the criteria for determining director independence.
  • The committee shall monitor the orientation and continuing education programs for directors.
  • The committee shall develop and review any relevant succession plans.
  • The committee shall reassess the adequacy of this charter at least annually and submit any proposed changes to the board for review, discussion and approval.

Delegated Responsibility

The committee may form and delegate authority to subcommittees when appropriate.

OTHER DUTIES

Environment and Community Development

The committee will monitor and review CONQUEST's environmental performance and compliance with relevant legislation and to oversee community development.

Safety, Security and Occupational Health

The committee will oversee an employee education program designed to increase employee awareness to safety, security and health issues in the workplace and to monitor the safety statistics and report to the Board on the results of incident investigations.

Financial Risk Manaqement

The committee will oversee risk management strategies in relation to gold and currency hedging, debt management, capital management, cash management, investments and insurance.

Reviews and Investigations

The committee is responsible for organising, reviewing and reporting on any special reviews or investigations deemed necessary by the board.