Corporate Governance

Corporate Governance Statement

icon HEG Corporate Governance Statement (203.14 kB)

Board Charter

Hill End Gold presently has four Non-Executive Directors including the Chairman, and a Managing Director, which is in conformity with the Board's policy that the Board have a majority of Non-Executive Directors.

The Board has the responsibility for ensuring the Company is properly managed so as to protect and enhance shareholders' interests in a manner which is consistent with the Company's responsibilities to all parties with which the Company interacts. The Board encourages Executive and Non-Executive Directors to own shares in the Company.
icon Board Charter (20.27 kB)

Committees of the Board

It is the Board's policy that committees of the Board should:

- be chaired by a Non-Executive Director;

- have sufficient Non-Executive Directors so that the Committees are sufficiently independent of management;

- be entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise;

- be entitled to obtain such resources and information from the Company, including direct access to employees of and advisers to the Company, as they may require; and

- operate in accordance with terms of reference established by the Board.

 All committees operate principally in a review or advisory capacity.

Audit Committee

The objectives of the Audit Committee are to:

- assist the Board in the discharge of its responsibilities in respect of the preparation of the Company’s financial statements and the Company’s internal controls;

- recommend to the Board, nominees for appointment as external auditor;

- review the performance of the external auditor;

- provide a line of communication between the Board and the external auditor; and

- examine the external auditor’s evaluation of internal controls and Management’s response.
View icon Audit Committee Charter (17.72 kB)

Remuneration Committee

The objectives of the Remuneration Committee are to determine the:

- terms and conditions relating to the appointment and retirement of the Managing Director, and the Non-Executive Directors;

- remuneration policies and practices for the Company including participation in the incentive plan, share scheme and other benefits; and

- superannuation arrangements.
View icon Remuneration Committee Charter (20.88 kB)

Nomination Committee

The objectives of the Nomination Committee are to:

- assess the performance of the Board and each Director;

- assess the appropriateness of the current structure of the Board;

- if appropriate, recruit Directors for the Board; and

- ensure that Directors are aware of their responsibilities.
View icon Nomination Committee Charter (13.21 kB)

Policies and Procedures

Code of Conduct

The Company recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics when engaging in corporate activity.

The Company intends to maintain a reputation for integrity. The Board has adopted a Code of Ethics which sets out the principles and standards with which all officers and employees are expected to comply in the performance of their respective functions.

A key element of that Code is the requirement that officers and employees act in accordance with the law and with the highest standards of propriety. The Code and its implementation are to be reviewed each year.
icon Code of Conduct (15.94 kB)

Policy on Continuous Disclosure

The Continuous Disclosure Policy sets out how Directors and employees shall deal with potentially price-sensitive information to ensure that the Company complies with its continuous disclosure obligations which require the Company to immediately notify the Australian Stock Exchange (ASX) of any such information.

View icon Continuous Disclosure Policy (12.09 kB)

Securities Trading Policy

In accordance with ASX Listing Rule 12.9 introduced on 1 January 2011, Hill End Gold has a Securities Trading Policy in place.

View icon Securities Trading Policy (124.46 kB)

Risk Management Policy

The exploration for and the development of mineral deposits, and the processing of the material from such deposits to extract saleable minerals are speculative activities that involve a high degree of financial risk.

The Board has identified the significant areas of potential business and legal risk for the Company. The Board reviews and approves the parameters under which such risks will be managed.
View icon Risk Management Policy (52.95 kB)