The Company's main corporate governance policies and practices are outlined below. These corporate governance practices comply with the ASX Corporate Governance Council recommendations unless otherwise stated.
Role of the Board
It is the responsibility of the Board to monitor the business affairs of the Company and protect and enhance the interests of shareholders whilst taking into account the interests of all stakeholders. To fulfil this role, the Board is responsible for setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals.
Because of the limited size of the Company and its financial affairs and operations, the Company does not have any formally constituted committees of the Board.
The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards.
Although the Company is no longer listed on the ASX, we acknowledge that the ASX guidelines for corporate governance require that the Chairman be an independent Non Executive Director, and that the roles of Chairman and Managing Director should not be performed by the same person.
Because of the limited size and nature of the Company's activities, satisfaction of this requirement is not considered to be appropriate at the current time. This will be addressed in the foreseeable future.
As the Company's activities expand, this policy will be reviewed with a view to aligning the Company's policy in this area to best practice guidelines.
Composition of the Board
The Board currently comprises of four Directors. The names, qualifications and relevant experience of each Director are set out on Board of Directors page.
Under the Company's Constitution, the minimum number of Directors is three. At each Annual General Meeting of the Company one third of the Directors (excluding the Managing Director) must retire, with Directors returning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.
When determining whether a Non-Executive Director is independent the director must not fail any of the following materiality thresholds:
- less than 10% of company shares are held by the director and any entity or individual directly or indirectly associated with the director;
- no sales are made to or purchases made from any entity or individual directly or indirectly associated with the director; and
- none of the directors' income or the income of an individual or entity directly or indirectly associated with the director is derived from a contract with any member of the economic entity other than income derived as a director of the entity or in the form of consulting fees.
As the Company's activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to supervise adequately the Company's activities will be determined within the limitation imposed by the Constitution.
Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board will determine the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and will then approve the most suitable candidate who must stand for election at the next general meeting of shareholders.
Duties of Directors
Directors are expected to accept and discharge all duties and responsibilities associated with the running of a public company, to act in the best interests of the Company and to carry out their duties and responsibilities with due care and diligence.
In accordance with the Corporations Act and the Company's Constitution, Directors must keep the Board advised on an ongoing basis of any interest that could potentially conflict with those of the Company.
Where the Board believes a significant conflict exists, the Director concerned will not receive the relevant Board papers and will not be entitled to attend the Board meeting at which it is intended that the relevant item will be considered by the Board.
Independent Professional Advice and Access to Company Information
Each Director has the right of access to all relevant Company information and to the Company's executives and subject to prior consultation with the Chairman, may seek independent professional advice at the Company's expense.
Where independent professional advice is obtained, a copy of the advice is made available to all other members of the Board.
In addition to this policy, the Company has entered into a Deed of Indemnity, Insurance and Access with each of the Directors.
The remuneration of the Executive Chairman has been decided by the Board and this will be reviewed from time to time in accordance with the agreement made between the Company and Resorsco.
The total maximum remuneration of Non-Executive Directors has been fixed by shareholders' resolution at $200,000 per annum in aggregate.
In addition to remuneration, a Non-Executive Director may be paid fees or other amounts where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.
A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
The Board is responsible for reviewing and negotiating the compensation arrangements of any senior executives and consultants.
The Company in general meeting is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.
The Board intends to establish a separate audit committee following the re-admission of securities to requotation. The purpose of this committee will be to give the Board additional assurance regarding the quality and reliability of financial information used by the Board and financial information provided by the Company pursuant to its statutory reporting requirements.
Identification and Management of Risk
The Board's collective experience will enable accurate identification of the principal risks that may affect the Company's business.
Key operational risks and their management will be recurring items for deliberation at Board meetings.
The Board is committed to the establishment and maintenance of appropriate ethical standards.
All policies apply equally to all businesses in the Plentex Group of companies
Safety – The safety of our People is a Plentex Priority
We protect the safety of our people and others involved in our operations.
- Demonstrate visible leadership that builds a positive culture and contributes to safe and efficient operations
- Have clear safety performance objectives for continuous improvement
- Provide the necessary resources to achieve those objectives
- Inform everyone about safety matters, clearly and effectively
- Routinely assess risks to work to minimise risks to people and the operations
- Build the skills and knowledge of our people to ensure efficient, effective and safer operations
- Meet our legal and regulatory compliance requirements through good business practice
- Have plans in place for emergencies and recovery from incidents
- Continue to improve our safe operations knowledge, systems and performance
Security – The Security of our people is a Plentex priority
We are security conscious and protect our people, assets and reputation.
- Identify and address all potential security threats with good systems and active participation
- Conduct regular security risk assessments
- Respond quickly and effectively to threats that have potential to affect our people or our business
- Operate in accordance with the law
- Make use of cost-effective solutions to assist with enhancing operational security
- Treat people with dignity and respect
- Be professional in all that we do with each other and our community
Health – The health and well-being of our people is a Plentex priority
We promote the health and well-being of our people.
- Deliver visible and effective leadership to encourage active participation of all our people in maintaining good health
- Routinely identify and evaluate health risks that could affect our people within operations
- Provide clear direction on fitness for work, general health, alcohol and drugs matters
- Provide medical assessments for all personnel prior to employment
- Provide treatment for illness and injuries within our workforce and response to medical emergencies
- Comply with the law
- Develop health programs to improve the health and well-being of employees and their families.
Community - Supporting our communities and sustainable development are Plentex priorities
We add value to our local communities, employees and their families.
- Continually engage with our communities to ensure a positive and supportive working relationship
- Assist where possible to improve the standard of living focussing on health, well-being, education, sanitation and livelihood
- Provide training opportunities where possible to enhance livelihoods
- Develop and implement processes to identify and prioritise community priorities
- Regularly review priorities with communities to ensure programs deliver on expectations
- Maintain and publish complete and accurate community support program information
Environment - Responsible environmental performance is a Plentex priority.
Our operations work to safeguard the environment and reduce environmental impact
- Regularly identify and assess potential operational environmental impacts
- Review assessment processes and operational controls
- Take all necessary measures to minimise our environmental impact
- Comply with relevant environmental regulations
- Maintain complete and accurate environmental performance records
- Respond quickly and effectively to any environmental incident
- Continuously improve environmental processes, knowledge, systems and performance
Training - Training to improve the skills and knowledge of our people is a Plentex priority.
Training our people improves their ability to deliver safer, more efficient and more effective operations.
- Provide regular induction and minimum skills training for all employees
- Develop skills and knowledge standards for all roles and train to those standards
- Develop and implement sound training management processes and systems
- Conduct training to develop, maintain and enhance operator skills for their current role and potential role
- Regularly assess workforce performance against standards to ensure safe operations and high-quality production
- Offer selected training and skills opportunities for community members
Risk Management - Management of risk across all aspects of the business is a Plentex priority
Regular and comprehensive assessment and management of risk is key to reducing risk and enhancing business performance
- Conduct regular formal risk assessments across all aspects of the business
- Develop risk management and risk reduction processes for all identified risks
- Monitor business risks and report on any changes to risks profiles
- Present and report on business risks and management processes to insurers and appropriate agencies including emergency response authorities
- Regularly review and update risk management procedures and reporting to enhance business performance
Code of Conduct
Plentex is a growing project developer in agricultural processing and aquaculture and processing for a sustainable future with enhanced food security.
- All our Directors and employees intend to comply with the law in all aspects of our business operations.
- All our Directors and employees will comply with company policies.
- We believe in the opportunity for all employees to achieve their potential through their efforts and with guidance and advice from Directors and managers.
- We offer equal opportunity for people to apply for and succeed in employment wit the company in any role for which they are selected.
- Company information and personal information will be treated with the highest confidentiality.
- We will protect Intellectual property developed and used by the company using all reasonable means to ensure sustainable company operations.
- We will use Company resources solely for company purposes and any incidences of fraud or unauthorised use of company resources will result in direct action.
- Business processes will be designed and enhanced to minimise opportunities for fraud, theft and other misuse.
- Information systems will be protected by all reasonable means, to secure business and personal information and ensure backup and disaster recovery in the event of loss or cyber-attack.
- We will maintain professional and positive working relationships with local, state and national governments and their agencies through regular dialogue and communication
- Travel and entertainment will be acceptable for business purposes within reason and with the authorisation of managers where appropriate. Abuse of expenses or waste will result in direct action.
- The giving and receiving of reasonable gifts will be acceptable in the normal course of business and the company will comply with relevant anti-bribery and anti-corruption laws.
- All personnel including Directors take personal accountability for their actions for and on behalf of the business and present a professional image at all times when representing Plentex.
- Concerns or queries about any action taken by a Director or employee will be treated with respect, confidentiality to swiftly address the issue and take any action deemed necessary by the Board of Director or the Management team.