LWP Technologies : Corporate Governance Statement Review 2017

LWP Technologies Limited - Corporate Governance StatementPrinciple 1 - Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should disclose the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management.

Role of the Board

• Overseeing the Company, including its control and accountability systems;

• Appointing, evaluating, rewarding and if necessary removing the CEO and senior management;

• Reviewing the Company's policies on risk oversight and management, internal compliance and control, code of conduct and legal compliance;

• Satisfying itself that senior management has developed and implemented a sound system of risk management and internal control in relation to financial reporting risks and reviewed the effectiveness of the operation of that system;

• Assessing the effectiveness of senior management's implementation of systems for managing material business risk including the making of additional enquiries and to request assurances regarding the management of material business risk, as appropriate;

• Developing corporate objectives and strategy with management;

• Approving and monitoring the progress of new investments, major capital and operating expenditures and major funding activities proposed by management;

• Monitoring, reviewing and challenging actual performance against defined objectives and strategy and reviewing operating information to understand at all times the state of the health of the company;

• Monitoring the financial performance of the company;

• Satisfying itself (with the assistance of the audit committee, if applicable) that the financial statements fairly and accurately set out the financial position and financial performance of the Company for the period under review;

• Appointing the external auditor (where applicable, based on the recommendations of the audit committee, if applicable) and ensuring appropriate audit arrangements are in place;

• Monitoring compliance with all of the Company's legal obligations, such as those obligations relating to the environment, native title, cultural heritage and occupational health and safety;

• Assuring itself that the Company has adopted, and that its practice is consistent with, a number of guidelines, being:

  • Directors and Executive Officers Code of Conduct

  • Dealing in LWP Technologies Securities; and Reporting and dealing with unethical practices;

  • Reporting to and advising shareholders

  • Making regular assessment of whether each non-executive director is independent in accordance with this board charter.

    Role of senior management

    The board may not delegate its overall responsibility for the matters listed above. However, it has delegated to senior management the responsibility of the day to day activities in fulfilling the Board's responsibility, provided these matters do not do not exceed the Materiality Threshold

    Responsibilities of senior management

    Senior management is responsible for supporting the CEO and to assist the CEO implementing the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

    Senior management is responsible for reporting all matters which fall within the materiality threshold at first instance to the CEO or, if the matter concerns the CEO, then directly to the Chair or the lead independent director, as appropriate.

    Recommendation 1.2

    A listed entity should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director, or provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a direct.

    The company is currently undergoing an external review of its corporate governance procedures, policies and practices and will be providing an update on this in the coming months when the review has been completed.

    Recommendation 1.3

    A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

    It is the Board's policy that employment agreements are entered into with all directors, executives and employees. No current employment contracts contain early termination clauses. All non- executive directors have contracts of employment. None of these contracts have termination benefits.

    New directors are provided with a letter of appointment which sets out the key terms and conditions of their appointment. New directors participate in an induction programme to enable them to gain an understanding of;

• The company's financial, strategic, operational and risk management position

• Their rights, duties and responsibilities; and

• The role of Board committees

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 Company Secretary is accountable directly to the board, through the Chair.

A listed entity should have a diversity policy.

The company is currently undergoing an external review of its corporate governance procedures, policies and practices and will be providing an update on this in the coming months when the review has been completed.

A listed entity should have a process for periodically evaluating the performance of the board, its committees and individual directors and disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The board is required to meet annually to discuss their performance as a whole and consideration should be given to any objectives and defined criteria established as a benchmark for assessing performance against. Whilst discussing the performance e of the board, the directors are encouraged to provide comments on the performance of the chairperson.

The chairperson of the board is responsible for meeting with the individual directors to discuss their individual performance and contribution to the board. Whilst meeting with the individual directors to discuss individual performance, the chairperson must take the opportunity to obtain comments about co-directors performance on the board.

As part of the performance evaluation process, all directors are expected were applicable, to highlight areas for improvement and provide a description as to how this can be achieved.

The CEO is responsible for assessing the performance of the key executives within the organisation. This is to be performed through a formal process involving the completion of a performance appraisal questionnaire which is to be completed by the key executive and reviewed and discussed with the CEO in a formal meeting

In the event that a director, key executive or employee is not performing to an acceptable level, then a performance evaluation can be conducted on an as needs basis.

A listed entity should have and disclose a process for periodically evaluating the performance of its senior executives and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The company is currently undergoing an external review of its corporate governance procedures, policies and practices and will be providing an update on this in the coming months when the review has been completed.