Grange is committed to creating and building sustainable value for shareholders and protecting stakeholder interests. The Company recognises that high standards of corporate governance are essential to achieving that objective.
The Board has the responsibility for ensuring Grange is properly managed so as to protect and enhance shareholders' interests in a manner that is consistent with the Company's responsibility to meet its obligations to all stakeholders. For this reason, the Board is committed to applying appropriate standards of corporate governance across the organisation.
As part of its commitment to enhancing its corporate governance, and as a listed company, the Board has adopted relevant practices which are consistent with the Australian Securities Exchange ("ASX") Corporate Governance Principles.
The Directors are subject to election by shareholders at the Annual General Meeting. All Directors, apart from the Managing Director, are subject to re-election by rotation within every three years. A fundamental right of shareholders is to vote on the election of Directors.
The Board aims to ensure that shareholders are kept informed of all major developments affecting Grange. Information is communicated to shareholders through:
- Annual, Full Financial and Half-Yearly Reports;
- Quarterly Cashflow and Activities Reports;
- Copies of investor presentations
- Chairman's Address delivered at the Annual General Meeting; and
- Notices of all meetings of shareholders and explanatory notes of proposed resolutions.
Other information publicly released is available on this website.
Shareholders are encourage at the Annual General Meeting to ask questions of Directors and senior management and also the Company's external auditors, who are required to be in attendance.
In accordance with the disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange Limited ("ASX") Listing Rules, Grange follows the following three main forms of information disclosure:
- Continuous disclosure - which is its core disclosure obligation and primary method of informing the market and shareholders;
- Periodic disclosure - in the form of full-year and half-year reporting and the quarterly reporting of exploration, production and development information together with the regular reporting of any exploration and drilling progress and results; and
- Specific information disclosure - as and when required, of administrative and corporate details, usually in the form of ASX releases.
Directors are committed to the promotion of investor confidence by ensuring that trading in the Company's securities takes place in an efficient, competitive and informed market. In compliance with ASX continuous disclosure requirements, Grange has procedures in place to ensure that all price sensitive information is identified, reviewed by senior management and disclosed to the ASX in a timely manner and that all information provided to the ASX is immediately available to shareholders and the market on the Company's website.
Analyst briefings are conducted from time to time, to promote a better understanding of the Company. In conducting briefings, Grange takes care to ensure that any price sensitive information released is at the same time made available to all shareholders and the market generally, in accordance with the requirements of the law and the ASX.
Skills and Experience
The Board considers that between them, the executive and non-executive directors, they possess the range of skills, knowledge and experience necessary to direct the Company.
In assessing the composition of the Board, the Directors have regard for the following guidelines:
- the Chairman should be non-executive;
- at least half of the Board should comprise directors who are non-executive; and
- the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company.
The Company's Constitution vests management and control of the business and the Company's affairs in the Board.
The Board's primary role is to enhance shareholder value. It is responsible for providing a leadership role and for providing overall stewardship of the organisation. The Board oversees Grange's strategic direction and the conduct of business activities by the management team for the benefit of Grange shareholders.
Specific accountabilities and responsibilities of the Board include:
- Developing long-term objectives and strategy in conjunction with management;
- Reviewing and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;
- Reviewing and approving policies, goals, targets and budgets;
- Defining and setting performance expectations for the Company and monitoring actual performance;
- Appointing and reviewing the performance of the Managing Director and senior management;
- Assuring itself that there are effective health, safety, environmental and operational procedures in place;
- Ensuring that there is effective budgeting and financial supervision and that appropriate audit arrangements are in place;
- Satisfying itself there are effective reporting systems that will assure the Board that proper financial, operational, compliance, risk management and internal control processes are in place and functioning appropriately;
- Satisfying itself that the annual financial statements of the Company fairly and accurately set out the financial position at year end, and the financial performance during the year;
- Assuring itself that the Company has adopted a Code of Corporate Ethics and that Company practice is consistent with that Code;
- Reporting to and advising shareholders;
- Practicing and exhibiting the Company's values; and
- Having an awareness of the statutory obligations imposed on Board members and ensuring there are appropriate standards of corporate governance.
External Auditor Policy
The Board's objective is to ensure that Grange's financial reporting complies with applicable standards and reflects a true and fair view of the Company's financial performance and position; further, that the external auditor adds value beyond mere compliance auditing and acts, and is seen to act, free from bias, conflict or compromise. The Board has in place a Policy to achieve this objective, the principal elements of which are:
- the Audit Committee, comprised only of non-executive Directors, is the custodian of the external audit relationship with responsibility for determining the scope and terms of the annual audit engagement, including fee, reviewing performance and formulating advice to shareholders on the tenure of the external auditor;
- determination of categories of non-audit services that may be provided by the external auditor;
- the external auditor has unfettered access to management, staff, records and Company facilities, and is permitted reasonable, agreed time to conduct its audit;
- the rules of engagement of the external auditor, including that the audit will be planned and carried out on a risk assessment basis, are expressed in written guidelines approved by the Board and monitored by the Audit Committee; and
- clear and concise disclosure is made to shareholders of Grange processes and controls in relation to the external auditor.
The Board meets on at least six occasions during the year. Executive management is invited to attend and make presentations at Board meetings as considered appropriate and are available for questioning by Directors. Directors are expected to bring independent judgement to bear on matters being considered and are encouraged to participate in debate. When it needs to, the Board takes advice from independent experts.
Conflicts of Interest
The Board has established guidelines which apply if there is, or may be, a conflict between the personal or other interests of a Director and the business of Grange. When the matter comes before the Board for discussion, the Director withdraws from the meeting for the period the matter is considered and takes no part in the discussions or decision-making process.
Independent Professional Advice
The Directors may, in carrying out their duties to the Company, seek external professional advice. They are entitled to re-imbursement of all reasonable costs where such requests for advice is approved by the Chairman.
The Board has as one of its main objectives, the oversight of the management of areas where risk to Grange is perceived to be significant. The Company has a comprehensive program for the identification and assessments of risks and for their systematic management. Management reports regularly to the Board on the key risks associated with proposals submitted to the Board for approval. Discussion and approval of the annual budget and a rolling multiple forward view presented by management assist the Board to identify significant business risks and, together with management, decide upon and implement ways of managing those risks. Performance is communicated by management through regular reports to the Board.
Ethics and Conduct
The Company has a Code of Ethics and Conduct Policy, which applies to all Directors and employees within the Group. In addition the Board has a dedicated Code of Conduct which provides Directors with clear and unambiguous guidance as to the minimum standards of behaviour which is required of Grange's Directors undertaking Grange activities or whenever they are representing Grange.
Directors and Employee Share Dealings
The Company has a share trading policy, binding on Directors and employees, designed to assist Directors and employees to avoid insider trading, and providing guidelines for trading in Grange securities. The policy stipulates that Directors and employees may only deal in Grange securities provided they are not in possession of inside information or during a prescribed "blackout period". Directors wishing to buy or sell Grange securities in accordance with the policy may only do so after first having advised the Chairman of his or her intention and having received clearance to do so. In the case of employees, there is a corresponding notification requirement.
Committes of the Board
Two standing committees of the Board assist the Board in the discharge of its responsibilities:
- Audit Committee
- Remuneration and Nomination Committee
Audit & Risk Committee
The Audit Committee is the custodian of the external audit relationship and assists the Board to assure itself that there are within the Group appropriate and effective accounting, auditing, internal control, business risk management, compliance and reporting systems, processes and practices. In particular it:
- Reviews and approves the accounting policies applied by each Group entity;
- Reviews the draft half-year and annual consolidation financial reports of the Group prior to submission to the Board for approval;
- Reviews external auditor and reports progress on implementation of recommendations;
- Makes recommendations to the Board on the appointment/re-appointment of the external auditor and reviews and approves the annual external auditor engagement letter and fee;
- Reviews and approves the annual external audit proposal and determines the scope and terms of the annual audit engagement;
- Reviews the performance of the external auditor (periodically benchmarking the cost and scope) and reports to the Board;
- Ensures that the external auditor is provided with unfettered access to management, staff, records and the facilities of the Company;
- Oversees and reports to the Board upon the internal control and business risk arrangements adopted by management in implementing Board policies;
- Overseas Group compliance with statutory responsibilities; and
- When considering the annual and half-yearly consolidated financial reports of the Group, reviews the key accounting policies, carrying value of assets, provisions and other accounting issues.
It advises on and monitors Grange's governance practices and assists the Board to assure itself that there is an appropriate and effective process for the direction and control of the Group. In particular it:
- Reviews the way the Board and its committees work and their evaluation processes;
- Monitors the management systems and processes in place for compliance with laws and regulatory requirements; and
- Monitors the management systems in place for addressing significant business risks and the framework of internal management controls.
- Monitors compliance issues, particularly compliance with the ASX Listing Rules.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee's overall role is to ensure that Grange's remuneration policies and practices are consistent with the Company's goals and objectives.
The Committee is responsible for making recommendations to the Board on all aspects of appointment, remuneration and termination pertaining to the CEO/Managing Director and to review the appointment, remuneration or termination of other senior employees as requested by the Board, Chairman or CEO. It is also responsible for making recommendations on non-executive director remuneration and addressing relevant remuneration issues generally.
In addition to its remuneration responsibilities the Committee also undertakes Board nomination and appointment functions. It assesses the skills required by the Board, prepares and reviews the Board's succession plan and implements processes to identify and recruit suitable candidates for appointment as non executive directors.
The Committee is also responsible for the oversight of Board and senior executive succession planning and the Company's diversity policy.
Grange recognises that our employees are our most valuable resource and the means by which we will achieve safe, sustainable, cost effective production. Diversity is one of many elements which helps create sustainable value for our shareholders. Grange takes a broad and all encompassing view of diversity. Diversity is about accepting, respecting and understanding that each person is unique.
The Board has an approved a Diversity Policy. The policy highlights that an individual's differences can be along the lines of race, cultural background, gender, sexual orientation, socio-economic status, age, physical abilities, religious beliefs, political beliefs or other ideologies.
Diversity can also include an extensive range of individual characteristics and experiences such as communication styles, career path, educational background, family responsibilities and marital status which may influence personal perspectives.
The policy details how Grange supports diversity in its work place. This includes:
- Undertaking recruitment of employees at all levels from as diverse a pool of qualified candidates as reasonably possible;
- Recruiting and selecting on the basis of merit (skills, qualifications, abilities and achievements);
- Providing fair and equal access to employees so that no one person or group of people is treated any less favourably or more favourably than others;
- Providing a positive and safe work environment that promotes job satisfaction and one in which all employees feel they are valued, treated fairly and recognised for their contribution;
- Treating all employees fairy and with respect and dignity as detailed in the Company's values and the Code of Business Ethics and Conduct and Fair Treatment Policy;
- Maintaining a comprehensive range of contemporary policies as part of the "Grange Cares" program covering recruitment, behaviour at work, fair treatment, performance as well as training and personal development;
- Reinforcing a performance oriented and merit based organisational culture in which remuneration practices reward and retain employees equally based on performance and potential regardless of gender;
- Providing training and personal development plans to maximise safety awareness, job performance and productivity, and the opportunity for promotion;
- Complying with anti discrimination and equal employment legislation;
- Initiating and supporting actions in our communities which foster diversity and equal opportunities; and
- Integrating Board approved diversity targets into business and workforce planning.
In addition the policy also explains how the Board demonstrates its commitment to diversity. This includes:
- Using professional intermediaries to source suitably qualified candidates for Board positions;
- Providing translation services and other administrative arrangements to accommodate non English speaking Board members;
- Assuming responsibility for establishing and reviewing measurable diversity targets (with the assistance of the Remuneration and Nominations Committee);
- Reporting on gender participation in the Annual Report each year; and
- Annually reviewing the Diversity Policy.