UraniumSA Corporate Governance

CORPORATE GOVERNANCE	CORPORATE GOVERNANCE STATEMENT A copy of the Company’s Corporate Governance Manual and its Code of Conduct and Ethics may be found on the company’s website, at www.uraniumsa.com.au These documents set out the principles of corporate governance which the Board, and all employees, are obliged to comply with.
	PRINCIPLE 1: LAYING SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT The Company’s Corporate Governance Manual sets out the matters reserved for the Board’s decision. The board has established delegations to senior executives so that their authority and duties are clear. These relate to expenditure approvals, day-to-day decision-making, routine ASX disclosures, review of potential projects, OH&S, staffing, promotion of the Company and Board reporting. Details are set out in the Company’s Corporate Governance Manual. We also advise that a formal performance appraisal of the Executive Chairman was carried out during the year by the Board in accordance with our published policy. In addition, the Executive Chairman reviewed the performance of other key executives in accordance with the policy.
	PRINCIPLE 2: STRUCTURING THE BOARD TO ADD VALUE The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report, and their term of office, are detailed in the directors’ report. The non-executive directors of the company are independent (each holding less than 5% of the issued capital of the Company) and neither has any current or recent material business relationship with the Company other than as a director. The Company does not have a separate Nomination Committee. However, the Board considers the composition, size and skills of the Board as part of its Board evaluation process, when selecting and appointing new directors, and at other relevant times, and considers that it does not presently require a Nomination Committee given the present size of both the Company and the Board. The Corporate Governance Manual sets out the process for evaluating the effectiveness of the Board. The Board has followed this process in the 2009 year. Board members are permitted to obtain independent professional advice at the expense of the Company, as set out in the Corporate Governance Manual.
	PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING The company’s Code of Conduct and Ethics establishes the practices directors and staff must follow to comply with the law, meet stakeholder expectations, maintain confidence in the Company’s integrity and report unethical practices. The Corporate Governance Manual outlines a clear policy applicable to all staff and directors in relation to trading in the Company’s shares. The policy restricts directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the securities’ prices.
	PRINCIPLE 4: SAFEGUARDING INTEGRITY IN FINANCIAL REPORTING The Company does not have a separate audit committee due to the current size of the Company and its operations. The Board as a whole has responsibility for the functions of an audit committee and carries out these functions in its monthly board meetings. The decision not to have a separate audit committee will be reviewed on a regular basis as part of the annual board performance evaluation, to ensure the decision is still appropriate. The Company selects its external auditor on a merit basis and is currently satisfied with the audit services being provided. Given the short period of the Company’s existence, it has not yet had cause to consider auditor rotation or re-selection processes, but will base any such decisions on competency, independence and value for money.
	PRINCIPLE 5: MAKING TIMELY AND BALANCED DISCLOSURE The Company’s procedures for ensuring timely ASX disclosure are set out in the Corporate Governance Manual. The Managing Director and Company Secretary have day-to-day responsibility for compliance with ASX Listing Rules. All strategic disclosures to the ASX are approved by the Board. The functions of Competent Person for the purposes of disclosure of exploration results and resource and reserve estimations under the JORC Code are performed by the Managing Director and the Company’s Chief Geologist, Ms. Nicole Galloway Warland.
	PRINCIPLE 6: RESPECTING THE RIGHTS OF SHAREHOLDERS The Company’s shareholder communication policy is set out in the Corporate Governance Manual. The Company relies principally on ASX disclosure and AGM meeting notices to communicate with shareholders which is considered adequate at this early stage of the Company’s development.
	PRINCIPLE 7: RECOGNISING AND MANAGING RISK The Company’s risk management polices are outlined in the Corporate Governance Manual. The Company has policies in place to manage corporate, financial and operational risk, and these policies are being developed and expanded as the Company’s operations change and expand. The management of these risks is reported upon to the Board each month. The identification and effective management of risk, including calculated risk-taking, is viewed as an essential part of the company’s approach to creating long-term shareholder value. Management, through the Managing Director, is responsible for designing, implementing and reporting on the adequacy of the company’s risk management and internal control systems. Management reports to the board regularly on the company’s key risks and the extent to which these risks are being managed. A more formal assessment is carried out annually. Corporate risk. Broader corporate risks are reviewed by the Board as a whole on an ongoing basis, and risk impact mitigation strategies such as insurance are in place. The Company maintains risk management activities and regular Board level reporting in the core areas of; strategic risk reporting risk compliance risk. The Board has conducted a formal risk assessment of its activities. Financial risk. The business of the Company is mineral exploration, it has no cash flow and is dependant on raising capital in financial markets to sustain its activities. The Company actively manages its expenditure to conserve cash and optimise the growth of its exploration assets. The company has internal controls in place and these are audited as part of the external audit function. The company also received formal assurances from the Managing Director and Company Secretary as to the effectiveness of the company’s risk management and internal control environment, as required by s295A of the Corporations Act. The board as a whole takes responsibility for reviewing the financial position of the company on a monthly basis. Operational risk. Operating risks are an inherent aspect of the mineral exploration activity which is the Company is engaged in. The Company activley manages its exploration and operational risk and these activities are reported to the Board each month. The following areas of risk are inherent in the mineral exploration industry and are continually monitored and managed to optomise opportunity and mitigate potential advese impact. The list is indicative only and changes with time and the activities being undertaken. exploration risk resource estimation risk evaluation risk - technical development risk - social development risk - environmental development risk – tenure and regulation tenure risk – own title tenure risk – Joint Venture tenure risk – land ownership tenure risk – Native Title ownership and operation of plant and equipment operating in remote areas OH&S corporate – operational succession. The Company has received formal assurances from the Managing Director and Company Secretary as to the effectiveness of the Company’s risk management and internal control environment, as required by s295A of the Corporations Act.
	PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY The Company does not have a separate remuneration committee due to the current size of the company and its operations. The Board as a whole has responsibility for the functions of a remuneration committee, including the performance evaluation and remuneration of the Managing Director. The amount of remuneration for all directors and executives, including all monetary and non-monetary components, is detailed in the directors’ report. All remuneration is valued at the cost to the Company and expensed. There are no schemes for retirement benefits for non-executive directors other than statutory superannuation. The Company seeks to remunerate employees fairly in accordance with industry benchmarks and individual performance. Contracts of employment with senior executives may include base salary, superannuation and provision of a motor vehicle. The contracts allow for annual performance and remuneration reviews. All employees are also entitled to participate in the Company’s employee share option plan, and modest grants of options were made during the year, as set out in this report. Employees are not permitted to use margin lending or similar facilities in relation to their shares in the Company.
	Corporate Governance Manual (500KB pdf)
	Code Of Conduct and Ethics Manual (440 KB pdf)