Corporate Governance

The Board is committed to maximising performance, generating appropriate levels of shareholder value and financial return and sustaining the growth and success of the Riversdale business and the Riversdale brand.

In conducting business with these objectives, the Board is committed to ensuring that the Company is properly managed to protect and enhance shareholder interests, and that the Company, its Directors, officers and employees operate in an appropriate environment of corporate governance.

The Board is further committed to best practice corporate governance and compliance arrangements for Riversdale to the extent appropriate given Riversdale's size and circumstances.  In addition, many governance elements are contained in the Company’s Constitution.

Board Responsibilities and Composition

Board composition

The Board is currently made up of 9 Directors, with 8 non-executive Directors and 1 executive Director. The majority of the Board consists of independent non-executive Directors.

The roles of Chairman and Managing Director are exercised by two separate individuals, however, the Chairman is not an independent director as the Chairman is a substantial holder. The Board believes that the Chairman is not hindered in his ability to exercise an independent view and judgement. The Board considers that the size, composition and skills of the Board are appropriate for the Company’s current operations and are in the best interests of Shareholders as a whole.

Board Charter

View Board Charter Here

The Board is ultimately responsible for setting policy regarding the strategic direction and goals for the business and affairs of the Company for the benefit of shareholders and other stakeholders, including the corporate governance practices of the Company.

The Board delegates day-to-day management of the Company’s resources to management, under the leadership of the Managing Director, to deliver the strategic direction and goals determined by the Board.

In discharging their duties, Directors are provided direct access to and may rely upon senior management and outside advisors. Board committees and individual directors may seek independent professional advice at the Company’s expense for the purposes of the proper performance of their duties.

The Board Charter sets out the respective roles and responsibilities of the Board and the executives. The Board Charter provides a clear delineation between the Board's responsibilities for the Company's strategy and activities and the day to day management of operations conferred upon the Company's officers.

In addition, the Board has reserved a number of matters to itself, including matters concerning the appointment, remuneration, evaluation and removal of the Managing Director, senior executives and Company Secretary, approval of the Company’s strategy and annual budget, changes to the Company’s organisational structure, significant assets and debt facilities of the Company, the Company’s capital structure and dividends, any public statements reflecting significant issues regarding the Company’s performance, policy or strategy, and any changes to the discretions delegated by the Board.

Independence

The Board considers an independent Director to be a non-executive Director who is not a member of the Company’s management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. The Board will consider the materiality of any given relationship on a case-by-case basis having regard to both quantitative and qualitative principles. The Board has adopted materiality guidelines to assist in this regard. The Board reviews the independence of each Director in light of interests disclosed to the Board from time to time.

The Board considers that each of Ronnie Beevor, Trudy Curran, Gary Lawler, Tony Redman and Stephanie Sterling are free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of a Director’s judgement and is able to fulfil the role of an independent Director. 

The following Directors are not currently considered by the Board to be independent for the reasons set out below:

  • Michael O'Keeffe, as he is a substantial shareholder of Riversdale;
  • Steve Mallyon, due to his executive role as Managing Director with Riversdale and given he is a substantial shareholder of Riversdale; and
  • Ryan Bennett, as he is a nominee director, nominated by RCF, which is a substantial shareholder of Riversdale.
  • Tadeusz Watroba, as he is a nominee director, nominated by Hancock, which is a substantial shareholder of Riversdale. 

Board committees

The Board discharges its duties in relation to certain specific functions through the following committees of the Board:

Committee Members 
Audit and Risk Committee Ronnie Beevor (Chair)
Trudy Curran
Gary Lawler
Stephanie Sterling
Remuneration and Nomination Committee Gary Lawler (Chair)
Ronnie Beevor
Ryan Bennett
Tony Redman
Safety, Health and Environmental Committee Tony Redman (Chair)
Trudy Curran
Steve Mallyon
Stephanie Sterling

Each committee has the responsibilities described in the committee charter adopted by the Company. 

Audit and Risk Committee

View Audit and Risk Committee Charter Here

The purpose of the Audit and Risk Committee is to review and monitor the effectiveness of the Group’s controls in the areas of operational and balance sheet risk, legal and regulatory compliance and financial reporting.

The role of the Audit and Risk Committee includes assisting the Board with:

  • enterprise-wide risk management;
  • overseeing the adequacy of the controls established by senior management to identify and manage areas of potential risk and to safeguard the assets of the Company;
  • assessing the reliability and integrity of information for inclusion in the Company financial statements;
  • the appointment, reward, and performance of the external auditor and the integrity of the audit process as a whole;
  • ensuring compliance with legal and regulatory requirements (other than in relation to safety, health and environmental matters, which is the role of the Safety, Health and Environmental Committee) and the Company’s own codes of conduct; and
  • assessing the Managing Director’s compliance with the limits on their authority.

The Audit and Risk Committee’s charter provides that the Committee will comprise only non-executive Directors, a majority of whom are independent and chaired by an independent non-executive Director, who is not the Chair of the Board. In accordance with the Audit and Risk Committee charter, it is intended that all members of the Committee should be financially literate and conversant in financial management, statutory reporting and corporate governance.

Remuneration and Nomination Committee

View Remuneration and Nomination Committee Charter Here

The purpose of the Remuneration and Nomination Committee is to attend to matters relating to the nomination, appointment and remuneration of the Directors, the Managing Director, and other senior management of the Company.

The role of the Remuneration and Nomination Committee includes assisting the Board with:

  • reviewing, assessing and making recommendations on the desirable competencies of the Board;
  • assessing management and Board performance;
  • assessing the appropriate mix of skills, experience and expertise required on the Board and assessing the extent to which the required skills and experience are represented on the Board;
  • developing succession plans for the Board and overseeing the development of succession planning in relation to management;
  • the recruitment and appointment of Directors to the Board and oversight of the selection and appointment practices for management;
  • determining appropriate remuneration policies (including any employee incentive plans) for senior management; and
  • membership of Board committees.

The Remuneration and Nomination Committee may obtain information from, and consult with, management and seek the advice of independent advisors on any matter relating to the powers, duties or responsibilities of the Committee.

The Remuneration and Nomination Committee’s charter provides that the Committee will consist of a minimum of 3 Directors, with a majority of independent Directors, and will be chaired by an independent Director.

Safety, Health and Environmental Committee

View Safety, Health and Environmental Committee Charter Here

The purpose of the Safety, Health and Environmental (SHE) Committee is to assist the Board with its role of overseeing, monitoring and reviewing, from a corporate governance perspective, the Company's practices in the area of safety, health, environmental management and the Company’s relationship with communities.

The role of the Safety, Health and Environmental Committee shall include (among other things) the following:

  • reviewing and making recommendations, as appropriate, in regard to the Company's SHE policies, plans, procedures, compliance systems and monitoring processes;
  • helping to monitor the Company's compliance with applicable SHE laws, regulations and voluntary commitments;
  • reviewing the SHE sections of the annual report prepared by the Company;
  • examining trends in legislation, proposed regulations and emerging issues in the SHE field and assisting the Company in the evaluation of the potential impact of such trends, proposed regulations and issues on the Company;
  • reviewing and evaluating accident / incident reports and, where appropriate, reporting to the Board;
  • appointing a SHE Committee member to oversee major incidents;
  • reviewing and commenting on the Company's goals and objectives in SHE performance;
  • evaluating management's SHE performance in light of the Company's goals and objectives;
  • assisting in the review and evaluation of estimates of SHE operating, reclamation and closure costs in preparing investment proposals, annual plans and accounts;
  • monitoring and helping to evaluate the Company's emergency preparedness;
  • reviewing audit results and updates from Company management with respect to SHE performance; and
  • reviewing management's assessment of business risk, risk mitigation measures and exposure in respect of its current and future activities as they relate to safety, health and environmental matters.

Performance Evaluation

Board, committees and individual Directors

The Board will evaluate the performance of the Board as a whole, the committees of the Board, the Chairman, individual Directors, and the governance processes which support the work of the Board.
All evaluations will have regard to the collective nature of Board work and the operation of the Company's governance processes. Evaluations will be conducted periodically as the Board considers appropriate.

The Board will conduct evaluations of the performance of Directors retiring and seeking re-election to the Board. The Board will use the results of these evaluations in considering the endorsement of Directors for re-election by Shareholders.

Senior executives

The Remuneration and Nomination Committee conducts the performance assessment of the Managing Director and other senior executives, having regard to objectives set the previous year, and the discussion includes setting objectives for the coming year, which are then communicated to the Managing Director and senior executives.

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