To the extent they are applicable, the Company has adopted the Eight Essential Corporate Governance Principles and Best Practice Recommendations (“Recommendations”) as published by ASX Corporate Governance Council. The Board is committed to administering the policies and procedures with openness and integrity and pursuing the true spirit of corporate governance commensurate with the Company’s needs.
Role of the Board
The Board is responsible for ensuring that the Company is managed in a manner which protects and enhances the interests of its shareholders and takes into account the interests of all stakeholders. To fulfil this role, the Board is responsible for setting the strategic directions for the Company, establishing goals for management and monitoring the achievement of these goals. The Company has separate Remuneration and Nomination Committee and Audit Committees while the full Board carries out the role of the Risk Committee.
Click here to download Board Charter.
Composition of the Board
The Directors and Management of the Company in office are listed on the Corporate section of this website.
Consistent with the Corporations Act, the Company is required to have at least three Directors and strives to have a majority of Independent Directors. The number of Directors is maintained at a level which optimises the spread of the workload and efficient decision making.
The composition of the Board is reviewed on an annual basis to ensure the Board has the appropriate mix of expertise and experience. Where a vacancy exists, through whatever cause, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board determines the selection criteria for the position based on the skills deemed necessary for the Board to best carry out its responsibilities and then appoints the most suitable candidate who must stand for election at the next general meeting of shareholders.
The composition of the Board is determined using the following principles:
- Persons nominated as Non-Executive Directors shall be expected to have skills, experience and expertise of benefit to the Company and to bring an independent view to the Board’s deliberations. Persons nominated as Executive Directors must be of sufficient stature and security of employment to express independent views on any matter.
- The Chairperson should ideally be non-executive and independent and be elected by the Board based on his/her suitability for the position. The Board believes that the Chairperson is able and brings quality and independent judgment to all relevant issues falling within the scope of the role of a Chairperson and remains up-to-date with current issues facing the Company by frequent contact with the Managing Director and executive of the Company.
- All Non-Executive Directors are expected voluntarily to review their membership of the Board from time-to-time taking into account length of service, age, qualifications and expertise relevant to the Company’s then current policy and programme, together with the other criteria considered desirable for composition of a balanced Board and the overall interests of the Company.
- Under the Company’s Constitution, the minimum number of Directors is three. At each Annual General Meeting, one third of the Directors (excluding the Managing Director (if applicable)) must resign, with Directors resigning by rotation based on the date of their appointment. Directors resigning by rotation may offer themselves for re-election.
The Board has accepted the following definition of an Independent Director:
“An Independent Director is a Director who is not a member of management (a Non-Executive Director) and who:
- is not a substantial shareholder of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company
- has not within the last three years been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;
- is not a principal of a professional adviser to the Company or another group member;
- is not a significant consultant, supplier or customer of the Company or another group member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;
- has no significant contractual relationship with the Company or another group member other than as a Director of the Company;
- has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and
- is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.
The Board considers whether the relationships the directors have with the Company materially impact on their independence. In determining the materiality of these relationships, the Board has considered both quantitative and qualitative factors.
In determining the quantitative factors, the Board considers that a relationship is immaterial where it is equal to or less than 5% of the base amount. In applying this level of materiality to the relationship of the directors to be independent if the interest is less than 5% of the base amount. Millennium considers a significant consultant, supplier or customer to be material and impacting on a director’s independence if the total of their annual invoices amount to more than 5%of the Company’s total expenditure in that category.
In respect to the qualitative measures, the Board has considered the factors affecting the directors’ relationship with the Company and considers whether these qualitative factors are immaterial in the assessment of their independence.
Performance of Directors
The performance of the Board, its committees and individual directors is assessed through a formalised Board review process, including an overall Board performance survey as well as an individual peer evaluation by Board members.
In addition, the Board also conducts a review of the performance of the Company against budgeted key performance indicators on an ongoing basis.
Conflict of Interest
In accordance with the Corporations Act 2001 and the Company’s constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the Board meeting whilst the item is considered. Details of Directors related entity transactions with the Company are set out in the related parties note in the financial statements.
Code of Conduct
The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the Board and applies to all directors and employees. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Company’s integrity.
In summary, the Code requires that at all times all company personnel act with utmost integrity, objectivity, in the best interests of the Company, and in compliance with the spirit as well as the letter, of the law and company policies.
Any breaches of the Code are reported to the Chairman in the first instance for notification to the Board. The directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities.
Click here to download the Company’s Code of Conduct.
Continuous Disclosure and Shareholder Communication
The Company has a policy that information concerning the Company that a reasonable person would expect to have a material effect on the share price of the Company’s securities is continuously disclosed as required under the Australian Securities Exchange (ASX) Listing Rules.
The Company is committed to keeping shareholders fully informed of significant developments. In addition to public announcements of its financial statements and significant matters, the Company encourages shareholders to communicate with the Company and the Board. In addition, general meeting, provide a deeper insight into the Company and an opportunity for shareholders to have their questions answered.
The Company Secretary is accountable directly to the Board, through the Chairman and has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements of the ASX Listing Rules, and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.
Click here to download the Company’s Continuous Disclosure Policy.
Independent Professional Advice and Access to Company Information
Each Director has the right of access to all relevant Company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. A copy of advice received by the Director is made available to all other members of the Board.
The Board of Directors maintains remuneration policies which are aimed at attracting and retaining a motivated workforce and management team. The intention is to match the outcomes from the remuneration system with the performance of the Company and ultimately the value received by our shareholders on a long-term basis. The Company embodies the following principles in its remuneration framework:
- retention and motivation of key executives
- attraction of quality management to the Company and
- performance incentives which allow executives to share the rewards of the success of the Company.
Audit and Risk Committee: The Audit and Risk Committee comprises Messrs Tim Kennedy (Chairman), Greg Bittar & Michael Chye/ Bruno Lorenzon.
Click here to download Audit and Risk Committee Charter.
Remuneration & Nomination Committee: Members of the Remuneration & Nomination Committee are Messrs Peter Lester (Chairman), Tim Kennedy & Greg Bittar.
Click here to download Remuneration & Nomination Committee Charter.
It is the policy of Millennium that all Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of Millennium.
The Board reviews the Company’s risk management framework at least annually to satisfy itself that it continues to be sound and this has been done in the period of review.
The Board receives regular reports about the financial position and operating results of the Company. The Chief Executive Officer and the Chief Financial Officer annually provide a formal statement to the Board that in all material respects and to the best of their knowledge and belief:
- the Company’s financial reports present a true and fair view of the Company’s financial condition and operational results and are in accordance with relevant accounting standards; and
- the Company’s risk management and internal control systems are sound, appropriate and operating efficiently and effectively.
Group Strategic Planning
The Company has adopted a formal and dynamic process of strategic planning. The Board reviews and endorses strategies designed to ensure the long term successful outcome for the Company.
Trading in the Company’s Securities by Directors and Employees
The Board has adopted a policy in relation to dealings in the Company’s securities which applies to all directors and employees. Under the policy, directors are prohibited from short term or “active” trading in the Company’s securities and directors and employees are prohibited from dealing in the Company’s securities whilst in possession of price sensitive information. The Chairman or Company Secretary must be notified of any proposed transaction.
Click here to download the Company’s Share Trading Policy.
Role of Shareholders
The shareholders of the Company play an important role in corporate governance by virtue of their responsibilities for voting on the appointment of directors.
The Board ensures that shareholders are kept fully informed on developments affecting the Company through:
- The Annual Report and Millennium newsletters distributed to shareholders;
- Compliance with Australian Stock Exchange’s continuous disclosure requirements (and subsequent shareholder announcements); and
- The annual general meeting and other meetings called to obtain approval for Board action.
Click here for the Shareholder Communications Policy.
Diversity – Board Composition
The mix of skills and diversity for which the Company is looking to achieve in membership of the Board is one that is as diverse as practicable given the size and scope of the Company’s operations.
Diversity – Measurable Objectives
The Company’s primary objectives with regard to diversity are as follows:
- the Company’s composition of board, executives, management and employees to be as diverse as practicable; and
- to provide equal opportunities for all positions within the Company and continue the Company’s commitment to employment based on merit.
Primary objectives set by the Company with regard to diversity in relation to the composition of the Board and Company are as follows:
- blend of skills – wide range of backgrounds: geology, mining, exploration, finance and corporate experience;
- cultural backgrounds;
- gender; and