1. Functions Reserved to the Board

1.1 Determining the direction of the Company and approving corporate strategy;

1.2 Approving the business plan and reviewing the plan annually or as it may determine;

1.3 Setting objectives and performance indicators for management

1.4 Establishing policies appropriate for the Company

1.5 Appointing the Managing Director and determining the functions delegated to management.

1.6 Setting control, accounting and reporting structures, standards and format.

1.7 Approving major investments and monitoring the return of those investments

1.8 Setting systems of risk management and internal compliance and control, codes of conduct, and legal compliance

1.9 Ensuring that the Company provides continuous disclosure of information such that shareholders and the investment community have available all information to enable them to make informed assessments of the Company’s prospects.

2. Functions Delegated to Management.

2.1 The Managing Director is responsible for the execution of the business plan

2.2 The Managing Director is responsible for reporting to the Board as the Board may require.

2.3 All other management personnel are responsible to and report to the Managing Director.

3. Composition of the Board

3.1 The Board should comprise 4-5 persons with at least two independent directors.

3.2 Independence of directors is to be determined not just by considering shares held or connection with suppliers or customers, but also having regard to the particular directors ability to exercise independent judgment.

3.3 The Board as a whole should review nominations to the Board prior to any appointment of directors. It is not considered necessary should establish a Nomination Committee considering the size and nature of the Company

3.4 In accordance with the Constitution directors are to rotate by retirement each year, and in the ordinary course should be reappointed.

 

4. Operations of the Board

4.1 The Board should meet regularly as determined by the Directors, but not less than four times per year.

4.2 The Chairman shall chair the meetings of the Board unless absent. In his absence the meeting shall appoint a chairman for that meeting in accordance with the Constitution.

4.3 Alternate directors appointed under Section 4 of the Constitution should in preference be members of the Board

4.4 Letters of appointment for Directors are not considered necessary considering the size and nature of the Company

 

5. Functions of the Chairman

5.1 The Chairman does not have to be indepent.

5.2 The roles of Chairperson and Managing Director should not be exercised by the same individual.

5.3 Under Rule 12.6 of the Constitution the Chairman has a casting vote in the event of a hung Board. Where possible the Chairman should avoid the use of this power.

5.4 The Chairman is the director primarily responsible for announcing the decisions of the Board to Management, and it shall be the function of the Managing Director in conjunction with the Company Secretary to ensure that ASX and all other necessary parties are informed in line with the Company's communication policy.

 

6. Committees and Attorneys

6.1 The Board may delegate functions and powers to Committees or Attorneys. This power is to be exercised with circumspection to ensure that the overall responsibility for all actions of the Board, lies with the Board, but may be required for efficacy or expedience.

6.2 Delegation of functions and powers must be recorded in writing first in the minutes and secondly by specific mandate.

6.3 Committees and Attorneys acting for the Board must disclose any limitation on their power and refer to the Board if required.

 

7. Audit Committee

7.1 The members of the audit committee are the independent directors.

7.2 The Audit Committee is responsible to the Board for overseeing the financial control, financial reporting, and audit practices of the Company. Meetings are held at least twice a year, and at the discretion of the committee with the external auditors, the Managing Director, and other senior executives as required.

7.3 The Audit Committee shall set accounting policies and practices, police the intergrity of reports, scope the quality and independence of auditors, monitor internal audit function and effectivemess of risk management policies and check legal and regulatiory compliance.

 

8. Disclosure to shareholders

8.1 The Company supports the principle of a properly informed market and follows the continuous disclosure requirements of the ASX.

8.2 Directors or company personnel should not make announcements concerning the Company’s business other than as sanctioned by the Board in line with the Company's Continuous Disclosure Policy.

 

9. Directors and Officers as Agent

9.1 Directors and Officers are by law, agents of the Company and should be careful not to commit the Company in any way. Any undertaking whatsoever should be prefaced “subject to Board approval” or similar.

 

10. Directors and Company Personnel

10.1 Board members, other than the Chairman, should not direct company personnel. The Chairman has the responsibility of directing the Board's views to the Managing Director and in respect of company secretarial matters shall also be involved in direct liaison with, and directing of, the Company Secretary (who may also be a staff member).

10.2 As general rule, communications between any Director and Company personnel concerning the affairs of the Company should be reported to the Managing Director before action is taken.

10.3 Management personnel have the right of direct communication to the Board in the event of specific allegations concerning the management of the Company. All other matters should be referred to the Managing Director.

10.4 All Company personnel should be encouraged to report to the Board or any Directors any unethical practices or matters affecting the Company’s integrity

 

11. Investigation

11.1 Directors have an obligation to investigate any serious matter concerning the operations of management or the Company as a whole.

11.2 Directors have a further obligation to protect the interests of any party disclosing information provided that they are satisfied that the disclosure has been made in good faith.

 

12. Rights of Directors

12.1 Directors are entitled to remuneration and prompt reimbursement of expenses.

12.2 Directors shall furnish invoices and expenses claims as required in accordance with the Company's accouting procedures.

12.3 All directors are entitled to receive indemnity from the Company for actions taken in the capacity of Director.

12.4 The Board shall determine the proper extent of director's liability insurance that should be obtained. Any such policy should include a run off period for retiring directors.

12.5 All directors can take independent professional advice at the expense of the Company with prior approval of the Chairman.

13. Conduct in general

13.1 Directors should act with integrity in all dealings, exhibiting ethical and objective decision making at all times.

13.2 Conflicts of interest should be avoided and where unavoidable should be disclosed.

13.3 Directors should respect the law and the regulatory procedures designed to protect the Company, its shareholders and third parties.

13.4 Confidential information should be protected and not disclosed without protection being maintained.

13.5 A fair and safe work environment with equal opportunity and health and safety for all should be maintained in accordance with the Company's Occupational Health and Safety policy.

14. Meetings

14.1 All meetings must be conducted in accordance with the constitution and at all times openness and courtesy should be displayed

14.2 Meetings held by telephone or video conferencing should ensure that everyone noted as present can hear or see the business in hand as required. Temporary absences must be notified.

14.3 At the commencement of any business any interest should be declared as soon as possible and the potential for conflict disclosed.

15. Shareholders

15.1 The Company should design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings

15.2 In addition to reports required the Company should endeavour to provide additional communications to shareholders.

15.3 The Board shall request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report

16. Directors, officers and employees trading in Company Securities

16.1 Prescribed Persons are defined in line with the ASX Market Rules (5 December 2005) as:

(a) an employee, a director, a partner, a responsible executive or officer of the Company

(b) a controller of the Company or related body corporate of the controller

(c) the immediate family (spouse or non-adult children) of a person referred to in paragraphs (a) or (b) above

(d) a family company and family trust of a person referred to in paragraphs (a) to (c) above; and

(e) Where a person referred to in paragraphs (a) to (d) above is a body corporate, any body corporate or other entity controlled by that body corporate

Final interpretation of what constitutes a Prescribed Person must be made in consideration of the ASX Market Rules (5 December 2005).

16.2 Prescribed Persons are to give prior written notice of all proposed dealings in securities to the Company Secretary who will notify the Chairman. The notice must be signed and dated and include:

(a)the name and address of the Prescribed Person;

(b) the office or position held by that person in Greater Bendigo Gold Mines Limited or the employing subsidiary Company;

(c) the class and number of securities that are the subject of the proposed transaction;

(d) a statement describing the type of transaction;

(e) a statement as to whether it is intended that the transaction will take place on a stock exchange and, if not, details of the transaction;

(f) the likely date of the transaction; and

(g) A statement that the decision to buy or sell the securities has not been made on the basis of inside information.

A suitable form of notice is attached as Annexure A.

16.3 The proposed dealing is not to be effected by the Prescribed Person until the Company Secretary (or nominated officer) has provided an acknowledgment of the notice. The Company Secretary may, in that acknowledgment, after discussion with other Board Members recommend that the proposed dealing be deferred until after a certain date or event. The acknowledgment or any failure to recommend a deferral of a proposed dealing by the Company Secretary (or nominated officer) shall not constitute an approval by the Company or the Company Secretary (or nominated officer) of that dealing.

16.4 Prescribed Persons should not effect any dealing:

(a) In the period from the end of a [quarter/half year] until that [quarter’s/ half year’s] results announcement is released on the ASX; and

(b) At any time when it is known by that Prescribed Person that announcement of a major event or release of price sensitive is likely to occur.

16.5 The securities identified in the notice must be sold or purchased not later than 15 (ASX) trading days after the acknowledgment has been signed by the Company Secretary (or nominated officer). If during this period, the Prescribed Person becomes aware of any inside information, the proposed dealing in shares, if not already completed, must be cancelled.

16.6 All completed dealings by Prescribed Persons are to be advised to the Company Secretary, who will keep a register of the details of such dealings together with a copy of the notice given by the Prescribed Person under paragraph 16.2.

16.7 It is to be appreciated by Prescribed Persons that compliance with this general corporate policy is not a statutory defence to a claim under the Corporations Law. Rather, adherence to policy may be helpful in the event of any insider trading allegations being brought against the Prescribed Person.

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