Role of the Board
The Board of Prenolica Limited is responsible for the Corporate Governance of the Company and to monitor and guide the business affairs of the Corporate Group on behalf of and in the interests of all stakeholders. These include shareholders, employees, contractors to the Company, customers, suppliers and other potential stakeholders.
Responsibility of the Board
The Board is collectively responsible for ensuring the orderly commercial development of the company by supervising its control and accountability systems to enable risk to be assessed and managed. This includes (but is not limited to) the following activities:
1. Ensuring the company is properly managed, by:
- Planning and staffing an organisation structure appropriate to the stage of development of the company
- Ensuring compliance with the corporations law and the listing rules of the ASX
- Providing input into and giving final approval to the company’s strategy and performance objectives
- Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance
- Monitoring executives performance and strategy implementation while ensuring appropriate resources are available
2. Approving and monitoring the progress of major capital expenditure items including acquisitions and divestments
3. Approval of the annual budget
4. Monitoring the financial performance of the Company
5. Approving and monitoring financial and other reporting, including the annual and half-year financial report
6. Reviewing procedures and practices employed in relation to health, safety and the environment and to assess their adequacy
7. Monitoring continuous disclosure policy and procedures
8. Approving the text of any public statement or release which contains or relates to financial forecasts or significant material relating to company policy or strategy
9. Convening and attending general meetings of the company’s shareholders
10. Assessing and approving the company’s response to proposed transactions which would affect shareholder’s positions and rights as shareholders, and where relevant to make recommendations thereon to shareholders
11. Implementing overall corporate governance of the company, including conducting regular reviews of the balance of responsibilities within the company to ensure division of functions remain appropriate to the needs of the company
12. Liaising with the company’s external auditors.
The Board must convene regular meetings with such frequency as is sufficient to appropriately discharge its responsibilities, and at least on a monthly basis.
The Chairperson is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function and for briefing of all Directors in relation to issues arising at Board Meetings.
Role & Responsibility of Management
The role of management is to support the Board and to run the operations and financial business of the company, in accordance with the delegated authority of the Board.
Management is responsible for reporting material matters directly to the Chairperson.
CODE OF CONDUCT
The Board has adopted a Code of Conduct for Directors and Officers to promote ethical and responsible decision making.
Commitment to the Code of Conduct
The Directors and Officers of the Company are committed to implementing the Company’s core principles and values as stated in this Code of Conduct.
Responsibilities to Shareholders & the Financial Community Generally
The company aims to increase shareholder wealth within an appropriate framework which safeguards the rights and interests of the company’s shareholders and the financial community, and to comply with systems of control and accountability which the company has in place as part of its corporate governance with openness and integrity.
Responsibilities to Stakeholders
The company is to comply with all legislative and common law requirements which affect its business. The Directors and Officers of the company have an obligation to deal in a fair and responsible manner with each of the company’s stakeholders. The Board views stakeholders as shareholders, employees, contractors to the company, customers, suppliers and potential stakeholders.
Responsibilities to the Community
The company will recognise, consider and respect environmental issues which arise in relation to the company’s activities and comply with all applicable legal requirements. The company will seek to act in a manner that is in the long term best interest of the wider community – particularly in relation to the development and use of natural medicines that are high in efficacy and low in side effect.
Responsibilities to the Individual
The company recognises and respects the rights of individuals and to the best of its ability will comply with the applicable legal rules regarding privacy, privileges, private and confidential information.
Conflicts of Interest
The Directors and Officers must not involve themselves in situations where there is a real or apparent conflict of interest between them as individuals and the interests of the company. Where a real or apparent conflict of interest arises the matter should be brought to the attention of the Chairperson as soon as possible so that it may be considered and dealt with in an appropriate manner for all concerned.
Incorporation of Code of Conduct for Directors and Officers
All Directors and Officers will:
- Actively promote the highest standards of ethics and integrity in carrying out their duties for the company.
- Disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the company.
- Respect the confidentiality of all information of a confidential nature that is acquired in the course of the company’s business, and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure, or disclosure is required for legal reasons
- Deal with the Company’s customers, suppliers, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal environment in which the company operates; and
- Protect the assets of the company to ensure availability for legitimate business purposes and ensure all corporate opportunities are enjoyed by the company and that no property, information or position belonging to the company or opportunity arising from these are used for personal gain or to compete with the company.
CONTINUOUS DISCLOSURE POLICY
The Company has adopted a Continuous Disclosure Policy that requires all Directors, Officers and executives to inform the Chairperson, or in his absence the Company Secretary, of any potentially material information as soon as practicable after they become aware of that information.
Information is material if it is likely that the information would influence investors who commonly acquire securities on the ASX in deciding whether to buy sell or hold the Company’s securities.
The Chairperson is responsible for interpreting and monitoring the Company’s Disclosure Policy and where necessary informing the Board.
The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the Continuous Disclosure requirements in the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.
POLICY ON SECURITIES TRADING
The Board has adopted a policy and procedure on dealing in the company’s securities by Directors and Officers which prohibits dealing in the company’s securities when those persons possess unpublished market price sensitive information. It also requires Directors to notify the Chairperson when trading in the company occurs. In the case of the Chairperson, he must notify another Director.
Directors must also notify the Company Secretary of any trade in the company’s securities within 2 days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A.2 requirement to notify the ASX of any change in the interest held by a Director.
COMMUNICATION WITH SHAREHOLDERS
The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights in the Company is committed to:
- Communicating effectively with shareholders
- Providing shareholders with ready access to balanced and understandable information about the company and corporate proposals
- Making it easier for shareholders to participate in general meetings of the company
The company’s communications are intended to ensure regular and timely release of information about the company to shareholders by way of:
- Releases to the market via the Company Announcements Platform of ASX to comply with continuous and periodic disclosure requirements
- Half Yearly Reports and Annual Reports
- Presentations at Annual General and General Meetings
- Information posted on the company’s website
The company sees its website as an important tool for effective communication and all information disclosed to ASX is posted on the company’s website as soon as practicable after disclosure.
The Board encourages full participation of shareholders at Annual General and General Meetings, and uses these meetings to assist shareholders in understanding the company’s objectives and strategies in relation to its business activities.
RISK MANAGEMENT POLICY
The Board is responsible for Risk Management. It controls and examines areas of significant business risk on an ongoing basis and implements policy to minimise exposure to these risks.
Arrangements put in place by the Board to monitor risk management include:
- Technical review of all products prior to clinical trials and identification of possible product risk factors in trials
- Monitoring all product liability and insurance policies
- Constant review of cash resources and cash projection
- Review of staff structure and roles
Commencing 30 June 2004 the company’s Chairperson and Company Secretary are required to report in writing to the Board that the financial statements of the company for each half and full year present a true and fair view, in all material aspects, of the company’s financial condition and operational results and are in accordance with accounting standards. They also need to confirm that this statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and that the company’s risk management and internal compliance and control framework is operating efficiently and effectively in all material aspects; and that the company’s risk management policy will continue to be developed as its operations and risks evolve.