Sovereign Metals is committed to implementing the highest standards of corporate governance.
Click on the links below to read our governing policies and charters.
The Board has not established an Audit Committee or Remuneration and Nomination Committee at this time. Until such time as the Board determines that it is appropriate to establish these committees, the function of these committees as set out in the respective Charters is performed by the Board as a whole.
The Company notes that Recommendation 1.2 of the ASX Corporate Goverannce Council’s Corporate Governance Principles and Recommendations (4th Edition) (“P&R”) states that candidates for appointment, election or re-election as a director to the company’s board should also provide details of their other commitments and an indication of time involved, and should specifically acknowledge to the listed entity that they will have sufficient time to fulfil their responsibilities as a director.
Additionally, Recommendation 1.6 of the P&R sets oust that a listed entity should:
a) have and disclose a process for periodically evaluating the performance of the Board, its committees, and individual directors; and
b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period
Amongst other aspects, Recommendation 1.6 asserts that particular attention should be paid to addressing issues that may emerge from the review, including whether a director’s performance has been impacted by other commitments. In the context of directors with multiple directorships, these commitments would extend to include risks associated with matters such as a crisis or material event in one or more of their other board or executive roles.
The Company acknowledges that two of its directors, Mr Middlemas and Mr Stoikovich, would be considered overboarded according to the guidelines of various Proxy Advisory Firms, however as disclosed its Corporate Governance Statement, Sovereign carefully considers a variety of factors when considering the sustainability of the candidate for election or re-election, prior to their election, and it has appropriate procedures in place to ensure that material information relevant to a decision to elect or re-elect a director is disclosed in the relevant notice of meeting provided to shareholders. Further, while the Board does not currently conduct formal performance evaluations of directors as it does not believe any efficiencies or other benefits would be gained as a junior resources company, the Chairman is responsible for evaluating the Board and informal discussions are undertaken during the course of the year. As part of these reviews the Company is satisfied that all directors have been adequately and effectively discharging their duties and effectively managing their time such that they can meet their obligations and responsibilities as directors of Sovereign, consistent with their strong records regarding attendance at Board meetings and (re-)election to the Board. As the Company grows and develops, it will continue to consider the efficiencies and merits of a more formal performance evaluation of the Board, its committees, and individual Directors.