Rules 4.7.3 and 4.10.31
Name of entity: |
Atlas Iron Limited |
ABN / ARBN: | Financial year ended: |
63 110 396 168 | 30 June 2015 |
Our corporate governance statement2 for the above period above can be found at:3
☒ | This URL on our website: | www.atlasiron.com.au |
The Corporate Governance Statement is accurate and up to date as at 25 September 2015 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: | 25 September 2015 |
Name of Director or Secretary authorising lodgement: | Yasmin Broughton |
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2 'Corporate governance statement' is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes 'OR' at the end of the selection and you delete the other options, you can also, if you wish, delete the 'OR' at the end of the selection.
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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURESCorporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
1.1 | A listed entity should disclose:
| … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 5 under Principle 1 (Lay solid foundations for management and oversight) … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ in our Board Charter which can be found in the corporate governance area of the Atlas website at www.atlasiron.com.au | |
1.2 | A listed entity should:
| … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 5 under Principle 1 (Lay solid foundations for management and oversight) | |
1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 5 under Principle 1 (Lay solid foundations for management and oversight) | |
1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 5 under Principle 1 (Lay solid foundations for management and oversight) |
4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
1.5 | A listed entity should:
| … the fact that we have a diversity policy that complies with paragraph (a): ☒ in our Corporate Governance Statement page 6 under Principle 1 1 (Lay solid foundations for management and oversight) … and a copy of our diversity policy or a summary of it: ☒ in our Equal Employment Opportunity and Diversity Policy which can be found in the corporate governance area of the Atlas website at www.atlasiron.com.au … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒ in our Corporate Governance Statement page 6 under Principle 1(Lay solid foundations for management and oversight) … and the information referred to in paragraphs (c)(1) or (2): ☒ in our Corporate Governance Statement page 6 under Principle 1 (Lay solid foundations for management and oversight) and in the Workplace Gender Equality Public Report in the corporate governance area of the Atlas website at www.atlasiron.com.au | |
1.6 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement page 6 under Principle 1 (Lay solid foundations for management and oversight) ☒ in our Corporate Governance Statement page 6 under Principle 1 (Lay solid foundations for management and oversight) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
1.7 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement page 6 under Principle 1 (Lay solid foundations for management and oversight) … and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement page 6 under Principle 1 (Lay solid foundations for management and oversight) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE | |||
2.1 | The board of a listed entity should:
| ☒ an explanation why that is so in our Corporate Governance Statement on page 6 under Principle 2 (Structure the board to add value) and the 2015 Annual Report page 48 | |
2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. | … our board skills matrix: ☒ in our Corporate Governance Statement on page 7 under Principle 2 (Structure the board to add value) | |
2.3 | A listed entity should disclose:
| … the names of the directors considered by the board to be independent directors: ☒ in our Corporate Governance Statement on page 7 and 8 under Principle 2 (Structure the board to add value) ☒ in our Corporate Governance Statement on page 7 and 8 under Principle 2 (Structure the board to add value) … and the length of service of each director: ☒ in the 2015 Annual Report page 26 and 27 |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
2.4 | A majority of the board of a listed entity should be independent directors. | ☒ an explanation why that is so in our Corporate Governance Statement on page 8 under Principle 2 (Structure the board to add value) | |
2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. | ☒ an explanation why that is so in our Corporate Governance Statement on page 8 under Principle 2 (Structure the board to add value) | |
2.6 | A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement on page 5 and 8 under Principle 1 (Lay solid foundations for management oversight) and Principle 2 (Structure the board to add value) | |
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||
3.1 | A listed entity should:
| … our code of conduct or a summary of it: ☒ in our Corporate Governance Statement on page 8 under Principle 3 (Act ethically and responsibly) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |||
4.1 | The board of a listed entity should:
and disclose: | [If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒ in our Corporate Governance Statement page 9 under Principle 4 (Safeguard integrity in corporate reporting) … and a copy of the charter of the committee: ☒ which can be found in the corporate governance are of the Atlas website at www.atlasiron.com.au … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement page 9 under Principle 4 (Safeguard integrity in corporate reporting) and the 2015 Annual Report pages 26 to 27 ☒ in the 2015 Annual Report page 48 | |
4.2 | The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 9 under Principle 4 (Safeguard integrity in corporate reporting) | |
4.3 | A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement page 9 under Principle 4 (Safeguard integrity in corporate reporting) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
5.1 | A listed entity should:
| … our continuous disclosure compliance policy or a summary of it: ☒ in the corporate governance are of the Atlas website at www.atlasiron.com.au | |
PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
6.1 | A listed entity should provide information about itself and its governance to investors via its website. | … information about us and our governance on our website: ☒ on the Atlas website at www.atlasiron.com.au | |
6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement on page 10 under Principle 6 (Respect the rights of security holders) | |
6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. | … our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒ in our Corporate Governance Statement on page 10 under Principle 6 (Respect the rights of security holders) ☒ in our Continuous Disclosure and Communications Policy which can be found in the corporate governance are of the Atlas website at www.atlasiron.com.au | |
6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement on page 10 under Principle 6 (Respect the Rights of security holders) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 7 - RECOGNISE AND MANAGE RISK | |||
7.1 | The board of a listed entity should:
| [If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☒ in our Corporate Governance Statement page 8 under Principle 2 (Structure the board to add value) and 10 under Principle 7 (Recognise and manage risk). See also the 2015 Annual Report page 48 … and a copy of the charter of the committee: ☒ in the Corporate Governance section of the Atlas website at www.atlasiron.com.au … and the information referred to in paragraphs (4) and (5): ☒ in the 2015 Annual Report page 48 | |
7.2 | The board or a committee of the board should:
| … the fact that board or a committee of the board reviews the entity's risk management framework at least annually to satisfy itself that it continues to be sound: ☒ in our Corporate Governance Statement page 10 (Principle 7: Recognise and manage risk) … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒ in our Corporate Governance Statement page 10 (Principle 7: Recognise and manage risk) |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
7.3 | A listed entity should disclose:
| [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒ in our Corporate Governance Statement page 10 under Principle 7 (Recognise and manage risk) | |
7.4 | A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. | … whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒ in our Corporate Governance Statement page 10 under Principle 7: (Recognise and manage risk). See also 2015 Annual Report |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4 | |
PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY | |||
8.1 | The board of a listed entity should:
| [If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒ in our Corporate Governance Statement page 10 under Principle 8 (Remunerate fairly and responsibly) … and a copy of the charter of the committee: ☒ in the Corporate Governance section of the Atlas website at www.atlasiron.com.au … and the information referred to in paragraphs (4) and (5): ☒ in the 2015 Annual Report page 48 | |
8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. | … separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒ in our Remuneration Report in the 2015 Annual Report | |
8.3 | A listed entity which has an equity-based remuneration scheme should:
| … our policy on this issue or a summary of it: ☒ in our Guidelines for Dealing in Securities Policy which can be found in the corporate governance area of the Atlas website at www.atlasiron.com.au |
2015
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