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Corporate Governance
 
 

PRINCIPLE 7 – RISK MANAGEMENT

The Board has established a Risk Management Policy designed to ensure that material business risks are identified, assessed, addressed and monitored to help the Company achieve its business objectives.

Material business risks are reviewed at least annually as part of the annual strategic planning, forecasting and budgeting process, and are subject to review on an ongoing basis. Aside from the overriding risks relating to exploration success, the material business risks have been identified as commodity price, financial markets, treasury management, exchange rate fluctuations, political instability/sovereign risk in Mauritania, and general operational risks in the exploration industry.

For the current reporting period, the Company had informal internal compliance and control systems to monitor these material business risks. The finance department completed detailed internal control questionnaires on a sixmonthly basis and these were reviewed by the external auditors as part of the half-yearly reporting to the market. The Company Secretary also oversees a detailed compliance process on an ongoing basis to ensure the Company meets its regulatory obligations.

The Company has begun to formalise and document its system for managing material business risks. This system will include a risk register that identifies, rates, prioritises and delegates the Company’s material business risks. The Company expects to have this documented system finalised and progressively implemented over the forthcoming reporting period.

The categories of risk specifically reported on in the Annual Report are credit risk, liquidity risk, market risk, currency risk and interest rate risk.

The directors of the Company have been given the declarations from the Chief Executive Officer and the Chief Financial Officer required by S295A of the Corporations Act 2001 and have received assurances that these declarations are founded on sound systems of risk management and internal control and that these systems are operating effectively in relation to all material financial risks.

PRINCIPLE 8 – PERFORMANCE AND REMUNERATION

The Board assumes the responsibility of carrying out the functions of the Remuneration Committee at the current time. The Company has adopted a Remuneration Committee Charter establishing how the functions are to be performed in the absence of a separate committee.

Remuneration details are disclosed separately in the Directors’ Report. There is no variable component in the remuneration for executives or for non-executive directors at this time. There are no schemes for retirement benefits other than superannuation in existence.

EXPLANATION OF DEPARTURES FROM ASX BEST PRACTICE RECOMMENDATIONS

During the July 2008 to June 2009 Reporting Period, the Company has effectively complied with each of the Eight Essential Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the ASX Corporate Council (“ASX Principles and Recommendations”), other than in relation to the matters specified below.
     
REFERENCE NOTIFICATION OF DEPARTURE EXPLANATION FOR DEPARTURE
2   2.4   A separate Nomination Committee has not been formed.   The role of the Nomination Committee is carried out by the full Board. The Board has adopted a Nomination Committee Charter which formalises the function of the Board when considering matters within the role of a Nomination Committee.  
4   4.2, 4.3   A separate Audit Committee has not been formed.   Given that Shield is a junior exploration company there are limited accounting issues and that is unlikely to change substantially in the short term. Accordingly, the role of the Audit Committee is carried out by the full Board. The Board has adopted an Audit Committee Charter which formalises the function of the Board when considering matters within the role of an Audit Committee.  
9   9.2   A separate Remuneration Committee has not been formed.   The role of Remuneration Committee is carried out by the full Board. The Board has adopted a Remuneration Committee Charter which formalises the function of the Board when considering matters within the role of a Remuneration Committee.  


 
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