Algae.Tec Limited is committed to support long term performance and sustainability of the business, to protect and enhance the interests of security holders and other stakeholders through best practice corporate governance.
Algae.Tec regularly reviews its governance arrangements, and developments in market practice, expectations and regulation. Algae.Tec complies with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition).
This statement has been approved by the Board. It is current as at 31 August 2016.
The Board and management of Algae.Tec Limited (“Algae.Tec” or the “Company”) recognise their duties and obligations to shareholders and other stakeholders to implement and maintain a proper system of corporate governance. The Company believes that good corporate governance adds value to stakeholders and enhances investor confidence.
The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have complied with the recommendations of the ASX Corporate Governance Council (“Recommendations”) in the reporting period. The Recommendations are guidelines designed to improve the efficiency, quality and integrity of the Company. They are not prescriptive, so that if a company considers a recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow it. Where a company has not followed all the Recommendations, it must identify which Recommendations have not been followed and give reasons for not following them.
This Corporate Governance Statement (“Statement”) sets out a description of the Company’s main corporate practices and provides details of the Company’s compliance with the Recommendations, or where appropriate, indicates a departure from the Recommendations with an explanation. This Statement is current as at 31 August 2016 and has been approved by the Board of Directors of Algae.Tec Limited.
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Responsibilities of the Board
Chief Executive Officer
Board’s relationship with Management
Appointment and Election of Directors
Written Agreements with Directors and Senior Executives
Composition of the Board
Procedure for selection of new directors
Independent decision- making
Induction and education
Access to information
Code of conduct
Verification of financial reports
External auditor available at AGM
Communication with Security holders
7.1 The board of a listed entity should:
7.2 The board or a committee of the board should;
7.3 A listed entity should disclose:
7.4 to manage those risks.
The board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control in accordance with the Company’s Corporate Governance Policies.
The board believes that due to the size and composition of the board, and the size of the Company it is not appropriate to have a Risk Committee.
The Company’s risk management program is implemented under the direction of the Managing Director to ensure matters affecting goals, objectives and performance of the Company and the safety of its stakeholders are identified and assessed by an operational risk management framework in accordance with industry accepted standards.
The Company’s risk management framework is reviewed annually. A review was undertaken in the reporting period.
The board believes that the Company is not of a size to justify having an internal audit function for efficiency purposes. The Company evaluates its risk management and internal control processes in consultation with its external auditor with a view to continually improving its effectiveness.
The board does not believe the Company has any material exposure to economic, environmental and social sustainability risks at the present time.
8.1 The board of a listed entity should:
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.
8.3 A listed entity which has an equity-based remuneration scheme should:
The Board believes it is not of a size to justify having a Remuneration Committee. The Company’s remuneration policy is structured for the purpose of motivating executive directors and senior management to pursue the long-term growth and success of the Company. The Board sets the level and structure of remuneration to executive directors and senior executives for the purpose of balancing the Company’s competing interest of attracting and retaining executive directors and senior management and not paying excessive remuneration. The Company did not have an equity based remuneration scheme during the financial year ending 30 June 2016.
Awareness, skills and development
Evaluating and managing diversity
Responsibilities to security holders
Responsibilities to clients, employees, suppliers, creditors, customers and consumers
Responsibility to the community
Responsibility to the individual
Obligations relative to fair trading and dealing
Business courtesies, bribes, facilitation payments, inducements and commissions
Conflicts of interest
Compliance with the Code of Conduct
Periodic review of Code
Responsibilities of directors, officers and employees
Authorised Disclosure Officer
Responsibilities of Authorised Disclosure Officer
Measures to avoid a false market
Confidentiality and unauthorised disclosure
External communications and Media Relations
Breach of Disclosure Policy
These guidelines set out the policy on the sale and purchase of securities in Algae.Tec Limited (Company) by its Key Management Personnel.
Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.
The Company has determined that its Key Management Personnel are defined as:
Directors and Key Management Personnel are encouraged to be long-term holders of the Company’s securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.
The purpose of these guidelines is to assist Directors and Key Management Personnel to avoid conduct known as ‘insider trading’. In some respects, the Company’s policy extends beyond the strict requirements of the Corporations Act 2001 (Cth).
WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?
This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.
Prohibition Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:
To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to materially affect the price of the Company’s securities:
Dealing through third parties
The insider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as “Associates” in these guidelines).
Information however obtained
It does not matter how or where the person obtains the information – it does not have to be obtained from the Company to constitute inside information.
Employee share schemes
The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.
Directors or Key Management Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods:
Discretion of the Board
The Board may at its discretion vary the rule in clause 4.1 in relation to a particular Block Out Period by general announcement to all Directors or Key Management Personnel either before or during the Block Out Period. However, if a Director or Key Management Personnel of the Company is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time.
No short-term trading in the Company’s securities
Directors or Key Management Personnel should never engage in short-term trading of the Company’s securities except for the exercise of options where the shares will be sold shortly thereafter.
Securities in other companies
Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement with another company, they should not buy securities in either the Company or the other company.
Subject to clause 4.2 and clause 4.5(b), Directors or Key Management Personnel may at any time:
Notification of periods when Directors or Key Management Personnel are not permitted to trade
The Company Secretary will endeavour to notify all Directors or Key Management Personnel of the times when they are not permitted to buy or sell the Company’s securities as set out in paragraph 4.1.
Approval requirements – Directors
Approval requirements – Key Management Personnel
Any Key Management Personnel wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Managing Director before doing so.
Approvals to buy or sell securities
Subsequent to approval obtained in accordance with clauses 5.1 and 5.2, any Directors or Key Management Personnel who (or through his or her Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary in writing of the details of the transaction within five (5) business days of the transaction occurring. This notification obligation operates at all times but does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme.
Directors or Key Management Personnel sales of securities Directors or Key Management Personnel need to be mindful of the market perception associated with any sale of Company securities and possibly the ability of the market to absorb the volume of shares being sold. With this in mind, the management of the sale of any significant volume of Company securities (i.e. a volume that would represent a volume in excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20 trading days) by a Director, the Managing Director or Key Management Personnel needs to be discussed with the board and the Company’s legal advisers prior to the execution of any sale. These discussions need to be documented in the form of a file note, to be retained by the Company Secretary.
Exemption from Block Out Period restrictions due to exceptional circumstance
Directors or Key Management Personnel who are not in possession of inside information in relation to the Company, may be given prior written clearance by the Managing Director (or in the case of a Director the Chairman, or in the case of the Chairman all of the other members of the board) to sell or otherwise dispose of Company securities in a Block-Out Period where the person is in severe financial hardship or where there are exceptional circumstances as set out in this policy.
Severe financial hardship or exceptional circumstances
The determination of whether Directors or Key Management Personnel are in severe financial hardship will be made by the Managing Director in the case of Key Management Personnel, the Chairman in the case of a Director, and all of the board in the case of the Chairman.
A financial hardship or exceptional circumstances determination can only be made by examining all of the facts and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions.
Directors or Key Management Personnel may be in severe financial hardship if they have a pressing financial commitment that cannot be satisfied other than by selling the securities of the Company.
In the interests of an expedient and informed determination by the Managing Director, Chairman or board of Directors, any application for an exemption allowing the sale of Company securities in a Block Out Period based on financial hardship must be made in writing stating all of the facts and be accompanied by copies of relevant supporting documentation, including contact details of the person’s accountant, bank and other such independent institutions (where applicable).
Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.
Exceptional circumstances may apply to the disposal of Company securities by a Director or Key Management Personnel if the person is required by a court order, a court enforceable undertaking for example in a bona fide family settlement, to transfer or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so.
Any application for an exemption allowing the sale of Company securities in a Block Out Period based on exceptional circumstances must be made in writing and be accompanied by relevant court and/or supporting legal documentation (where applicable).
ASX NOTIFICATION FOR DIRECTORS
The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities of the Company (either personally or through an Associate) which results in a change in the relevant interests of a Director in the securities of the Company. The Company has made arrangements with each Director to ensure that the Director promptly discloses to the Company Secretary all the information required by the ASX.
EFFECT OF COMPLIANCE WITH THIS POLICY
Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities.