Corporate Governance

Corporate Governance

The Board is committed to ensuring the highest standards of ethical behaviour and accountability within Sinovus. As such, the Company’s corporate governance structures seek to promote integrity and responsible decision-making. To the extent that they are relevant to the organisation, Sinovus has adopted The Principles of Good Corporate Governance and Best Practice Recommendations as published by the ASX Corporate Governance Council. Where there has been variation or departure from these recommendations, it is because the Board believes the Company is not as yet of a size nor are its financial affairs of such complexity to justify some of those recommendations and as such, those practices continue to be the subject of the scrutiny of the Board.

Responsibility of the Board of Directors

The Board takes responsibility for, and has the authority to determine, all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of Sinovus and the functions and responsibilities of the Board include:

1. oversight of the Company, including its control and accountability systems;
2. appointing and removing the chief executive officer (or equivalent), including approving remuneration of the chief executive officer and the remuneration policy and succession plans for the chief executive officer;
3. ratifying the appointment and, where appropriate, the removal of the chief financial officer (or equivalent) and the secretary;
4. input into the final approval of management’s development of corporate strategy and performance objectives;
5. reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
6. monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available;
7. approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
8. and approving and monitoring financial and other reporting.

Code of Conduct

The Board intends to put in place a Code of Conduct for Directors and Officers to promote ethical and responsible decision-making. This Code of Conduct will aim to establish practices necessary to maintain confidence in the Company’s integrity and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. It is intended that the Code of Conduct for Directors and Officers shall deal with the following main areas:

1. conflicts of interest;
2. confidentiality;
3. fair dealing;
4. compliance with laws and regulations;
5. corporate opportunities;
6. protection and proper use of the Company’s assets; and
7. encouraging the reporting of unlawful, unethical behaviour.

Once in place, it is expected that Directors and the senior management team must comply with the Code of Conduct and demonstrate commitment to the Code and consistency in its execution.