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COMPANY PROFILE  |
Corporate Strategy
UraniumSA is an Adelaide-based uranium-only explorer specialising in sediment-hosted and unconformity styles of uranium mineralisation within a substantial portfolio of properties in South Australia’s Gawler Craton. The Company achieved ASX listing on 16th October 2006 with the collaborative assistance of Stellar Resources Limited and Marathon Resources Limited. The premise of the collaborative parties is that UraniumSA is a uranium-focused explorer with an independent Board operating independently of its major shareholders. Under the superintendence of its Board, the Company has maintained a tight focus on its objectives as stated in the Prospectus, established corporate and operating procedures that have given outstanding results, and delivered to budget and within timeframe.
To manage risk and optimize potential for success, UraniumSA operates only within the single regulatory regime of South Australia and explores within the Gawler Craton geological province. The Company exploration focus is entirely on uranium, particularly sediment hosted styles.
Exploration Strategy
The UraniumSA exploration strategy is to build conceptual models of mineralization from publicly available information to support purpose-designed surveys, and then systematically test the resulting targets and any identified mineralisation. To enable continuous drilling of its prospects, and to maintain the quality of its data collection, UraniumSA has its own exploration plant and crews. The Company owns a Mayhew 1000 rotary mud drill rig and ancillary water truck, service truck, backhoe and down-hole logging truck. This plant is operated by our own staff and gives us control of the numerous variables that influence the quality, reliability and reproducibility of the data generated.
In its first year, UraniumSA has demonstrated that it is a capable and cost-effective organization able to deliver continuous exploration results and discover uranium mineralization.
The Mullaquana discovery of sediment hosted uranium puts the Company well on track to achieve its IPO two-year time horizon objective of having “a portfolio of projects with positive exploration results, drill indicated resources of uranium mineralisation, and real possibilities for mine development”.
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Corporate Governance
UraniumSA and its Board is committed to achieving appropriate standards of Corporate Governance and is developing practices and policies in accordance with the ASX Corporate Governance Best Practice Recommendations. The Board believes that governance practices tailored to the industry sector which the Company operates within will assist in the creation of shareholder wealth and provide accountability and control systems commensurate with the risks involved.
The Board is responsible to shareholders for the performance of the Company and is focused on:
- enhancing the interests of shareholders
- meeting its statutory, social, environmental and ethical responsibilities to the communities it works with and to its employees
- operating a robust and effective Occupational Health and Safety Policy.
Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the period since listing on the ASX to 30 June 2007.
A copy of the company’s Corporate Governance Manual and its Code of Conduct may be obtained by contacting the Company.
Board Composition
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 director’s report.
Three of the four directors of the company are independent. All non-executive directors, including the Chairman, are independent. The names of the independent directors of the company are:
Tom Phillips AM
Alice McCleary
Xu Gang
When determining whether a non-executive director is independent the director must not fail any of the following materiality thresholds:
- less that 10% of company shares are held by the director and any entity or individual directly or indirectly associated with the director
- no sales are made to or purchases made from any entity or individual directly or indirectly associated with the director
- none of the director’s income or the income of an individual or entity directly or indirectly associated with the director is derived from a contract with any member of the economic entity other than income derived as a director of the entity.
Independent directors have the right to seek independent professional advice in the furtherance of their duties as directors at the company’s expense. Written approval must be obtained from the Chairman prior to incurring any expense on behalf of the company.
Securities Trading Policy
The company’s policy regarding directors and employees trading in its securities is set by the board. 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.
Audit Committee
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.
Nomination Committee
The company does not have a separate nomination committee due to the current size of the company and its operations. The board as a whole has responsibility for the functions of a nomination committee, and board composition and skills are considered as part of the annual board performance evaluation to ascertain whether any additional skills are required.
Performance Evaluation of the board
An annual performance evaluation of the board and all board members will be conducted by the board in each calendar year from 2007 onwards. The first such evaluation will be conducted later this year.
Remuneration Policies and Remuneration Committee
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 company seeks to remunerate employees fairly in accordance with industry benchmarks and individual performance. The board has negotiated a contract with the Managing Director which includes a base salary, fringe benefits and superannuation. This contract allows for annual performance and remuneration reviews. The Managing Director’s performance and remuneration was reviewed by the board in June 2007.
The Managing Director is also entitled to participate in the employee share and option plan, but to date no grants under this scheme have been made.
The amount of remuneration for all directors and executives, including all monetary and non-monetary components, is detailed in the directors’ report of the Annual 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.
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