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Corporate Governance

1. Introduction

The Board of Directors is accountable to the shareholders for the performance of Lindian   Resources Limited. The Board undertakes to serve the interests of the shareholders and other stakeholders honestly, fairly, diligently and in accordance with applicable laws.

2. Role of Board

Without intending to limit this general role of the Board, the principal
functions and responsibilities of the Board include the following:
•    To set the strategic direction for the Company and monitor progress
     of those strategies;
•    Establish policies appropriate for the Company;
•    Monitor the performance of the Company, the Board and management; 
•    Approve the business plan and work programmes and budgets; 
•    Authorise and monitor investment and strategic commitments; 
•    Review and ratify systems for health, safety and environmental
     management; risk and internal control; codes of conduct and regulatory
     compliance; 
•    Report to shareholders, including but not limited to, the Financial
     Statements of the Company; and
•    Take responsibility for corporate governance.

Day to day management of the Company’s affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the Board to the Managing Director and senior executives.
 
3. Board size and composition

To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given its current size and scale of operations. The number of Directors is specified in the Constitution of the Company as a minimum of three up to a maximum of ten.
The preferred skills and experiences for a Director of the Company include:

•    Mineral Resources; 
•    Corporate and Business Development; and 
•    Public Company administration.

Chairman of the Board

The Chairman of the Board will be a Non-Executive Director and the Chairman will be elected by the Directors. Mr Reg Gillard is a director of and has a beneficial interest in a substantial shareholder of the Company, Corporate & Resource Consultants Pty Ltd (“CRCPL”). There are a total of nine interest holders and directors of CRCPL.  Mr Gillard does not control CRCPL nor does he represent the other interest holders and directors of CRCPL. His beneficial interest in shares held by CRCPL are included in the Directors Interests disclosed in the Directors Report. Consequently the interest of Mr Gillard in CRCPL is not considered to affect his independent status
 
Independent Directors

When determining the independent status of  a Director the Board considers whether the Director:

•    Is a substantial shareholder of the Company or an officer of, or otherwise
     associated directly with, a substantial shareholder of the Company;
•    Is employed, or has previously been employed in an executive capacity
     by the Company, and there has not been a period of at least three years
     between ceasing such employment and serving on the Board;
•    Has within the last three years been a principal of a material professional
     adviser or a material consultant to the Company, or an employee
     materially associated with the service provider;
•    Is a material supplier or customer of the Company, or an officer of or
     otherwise associated directly or indirectly with a material supplier or
     customer; or
•    Has a material contractual relationship with the Company other than
     as a Director.

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the company or Group or 5% of the individual directors’ net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact the shareholders’ understanding of the director’s performance.

Using the ASX Best Practice Recommendations on the assessment of the independence of Directors, the Board considers that of a total of four Directors, two are considered to be independent (Mr Reg Gillard and Mr Anthony Cunningham).  Mr Greg Smith is the Managing Director of the Company and is not considered to be independent. Mr Patrick Flint was employed in an executive role in 2007 and although meeting other criteria and bringing independent judgement to bear in the role, is not considered to be independent.  Mr Gillard and Mr Flint are directors of and have a beneficial interest in a substantial shareholder of the Company, Corporate & Resource Consultants Pty Ltd (“CRCPL”). There are a total of nine interest holders and directors of CRCPL. Mr Gillard and Mr Flint do not control CRCPL nor do they represent the other interest holders and directors of CRCPL. Their beneficial interests in shares held by CRCPL are included in the Directors Interests disclosed in the Directors Report. Consequently the interests of Mr Gillard and Mr Flint in CRCPL are not considered to affect their independent status.

Retirement and Rotation of Directors

Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each year one third Directors must retire and offer themselves for re-election. Any casual vacancy filled will be subject to shareholder vote at the next Annual General Meeting of the Company.

4. Role of Chairman

The Chairman’s role consists of leading the Board and general meetings of the company. The Chairman is responsible for ensuring the Directors are well informed and effective; ensuring all Director’s are contributing effectively and all matters are properly considered and there is clear decision making. The Chairman is responsible for ensuring meetings are conducted competently and ethically including ensuring that shareholders have adequate opportunity to express their views and obtain answers to any queries raised. The Chairman is responsible for setting the agenda for Board and general meetings and the review of the minutes of board and general meetings.

The Chairman’s other responsibilities include:

•    Representative of and spokesperson for the Board; and
•    Ensure all new Board members are well briefed and have access to all
     aspects of the Company’s operations.

5. Independent Professional Advice

Each Director has the right to seek independent professional advice at the Company’s expense after consultation with the Chairman. Once received the advice is to be made immediately available to all board members.
 
6. Access to Employees

Directors have the right of access to any employee. Any employee shall report any breach of corporate governance principles or Company policies to the Executive Director and/or Company Secretary/Financial Controller who shall remedy the breach. If the breach is not rectified to the satisfaction of the employee, they shall have the right to report any breach to an independent Director without further reference to senior managers of the Company.

7. Share Ownership

Directors are encouraged to own Company shares.

8. Board Meetings

The following points identify the frequency of Board Meetings and the extent of reporting from management at the meetings:

•    A minimum of four meetings are to be held per year;
•    Other meetings will be held as required, meetings can be held by
     telephone link; and
•    Information provided to the Board includes all material information
     on: operations, budgets, cash flows, funding requirements,
     shareholder movements, broker activity in the Company’s
     securities, assets and liabilities, disposals, financial accounts,
     external audits, internal controls, risk assessment, new venture
     proposals, and health, safety and environmental reports.

9. Risk Management

Management, through the Managing Director, is responsible for designing, implementing and reporting on the adequacy of the Company’s risk management and internal control system.  The Company’s risk management policy is designed to provide the framework to identify, assess, monitor and manage the risks associated with the Company’s business. The Company adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile. The risks involved in a resources sector company and the specific uncertainties for the Company continue to be regularly monitored and the Managing Director regularly appraises the full Board of the Company as to the effectiveness of the Company’s management of its material business risks.. All proposals reviewed by the Board include a consideration of the issues and risks of the proposal. The potential exposures associated with running the Company have been managed by the Directors and Company Secretary who have significant broad-ranging industry experience, work together as a team and regularly share information on current activities.

Where necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.

The Company’s main areas of risk include:

•    exploration;
•    new project acquisitions;
•    security of tenure;
•    environment;
•    government policy changes and political risk;
•    occupational health and safety;
•    financial reporting; and
•    continuous disclosure obligations.

Additionally, it is the responsibility of the Board to regularly assess the adequacy of the Company’s risk management and internal control systems and that its financial affairs comply with applicable laws and regulations and professional practices.
Regular consideration is given to all these matters by the Board. The Company has in place an internal control framework to assist the Board in identifying, assessing, monitoring and managing risk.

The Company’s internal control system is monitored by the Board and assessed regularly to ensure effectiveness and relevance to the Company’s current and future operations.
Procedures have been put into place to ensure the Managing Director and the Company Secretary/Financial Controller state in writing to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control and that the Company’s risk management and internal compliance and control system is operating efficiently and effectively 
 
10. Evaluation of Performance of the Board and Senior Executives

It is the policy of the Board to conduct an evaluation of the performance of the Board and of senior executives annually. Performance is measured by the efficiency and effectiveness of the designing and implementation of the exploration and development programme, the enhancement of the Company’s mineral interest portfolio, the maintenance of relationships with joint venture partners, the securing of required funding and the success of the Company’s exploration and development activities. Performance evaluation is not based on specific financial indicators such as earnings or dividends as the Company is at the exploration stage and during this period is expected to incur operating losses.
 
 


The Board aims to ensure that shareholders and investors have equal access to the Company’s information.

The Company has policies and procedures that are designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance. This disclosure policy includes processes for the identification of matters that may have a material effect on the price of the Company’s securities, notifying them to the ASX and posting them on the Company’s website.

The Company also has a strategy to promote effective communication with shareholders of:

•     Executive remuneration;
•    The grant of options and details of Share Option Plans;
•    The process for performance evaluation of the Board, its committees,
      individual Directors and key managers;
•    The link between remuneration paid to Directors and Executives and
     corporate performance; and
•    Shorter, more comprehensible notices of meetings.
     o    All documents that are released to the ASX are made available on
           the Company’s website; and
     o    All other information on the Company’s website is updated on an
           ongoing basis.
 
The Company encourages effective participation at general meetings through a policy of open disclosure to shareholders, regulatory authorities and the broader community of all material information with respect to the Company’s affairs.
 

The goal of establishing the Company as a significant resources company is underpinned by its core values of honesty, integrity, common sense and respect for people.  The Company desires to remain a good corporate citizen and appropriately balance, protect and preserve all stakeholders’ interests.

The Company does not currently believe it is of a size to warrant the development of formal ethical guidelines however, the Company subscribes to a general Code of Conduct.  All Directors, officers and any employees are required to meet the following standards of ethical behaviour:

•    Act honestly, in good faith and in the best interests of the Company
     as a whole.
•    Exercise care and diligence in carrying out all duties.
•    Recognise and respect the responsibility to shareholders and other
     stakeholders of the Company.
•    Not misuse information, property or position for an improper purpose
     including for personal gain or to compete with the Company.
•    Avoid conflicts of interest and manage conflicts of interest
     appropriately if the arise.
•    Observe the principles of independence in decision making.
•    Respect the confidentiality of all confidential information acquired
     as a result of position and not disclose such information without
     authorisation.
•    Not engage in conduct likely to bring the Company into disrepute.
•    Observe the spirit and letter of the law and comply with ethical
     and technical requirements of the appropriate regulatory bodies.

In addition to the general Code of Conduct all Directors and employees who are members of a professional body are required to comply with their respective body’s ethical standards. Any breaches of the Code of Conduct should be reported to the Chairman in the first instance for notification to the Board. Any disciplinary action including formal warning or dismissal will be decided by the Board and where necessary cases may be referred to the appropriate authorities.
 


Purpose

This share trading policy sets out the Company’s policy regarding the trading in Company securities, which includes shares, options, warrants, debentures and any other security on issue from time to time. This policy is separate from and additional to the legal constraints imposed by the common law, the Corporations Act and ASX Listing Rules.
This policy applies to all Directors and employees of the Company and their associates (including spouses, children, family trusts and family companies) as well as contractors, consultants, advisers and auditors of the Company (“designated officers”).

Requirements

It is illegal to trade in the Company’s securities while in possession of unpublished price sensitive information concerning the Company. Under the Corporations Act a person with inside information must not, and must not procure another person, to deal in the securities of a body corporate or enter into an agreement to deal in the securities of a body corporate.

Inside information is defined in the Corporations Act as information that:
•    is not generally available; and
•    if generally available, a reasonable person would expect it to have a
     material effect on the price or value of the securities of the body
     corporate.

General Prohibition on Insider Trading

All Directors and employees are prohibited from trading in the Company’s securities while in the possession of unpublished price sensitive information concerning the Company. In addition, while in possession of unpublished price sensitive information Directors and employees must not advise others to trade in the Company’s securities or communicate the information to another person knowing that the person may use the information to trade in, or procure someone else to trade in, the Company’s securities.

Unpublished price sensitive information is information regarding the Company, of which the market is not aware and that a reasonable person would expect to have a material effect on the price or value of the Company’s securities, and includes:
•    a proposed major acquisition or disposition;
•    drill or exploration results; a significant business development or a
     proposed change in the nature of the Company’s business;
•    details of material contracts that are being negotiated by the
     Company;
•    potential litigation that would have a substantial effect on the
     Company;
•    a proposed change in the share capital structure of the Company;
•    a proposed change in the Company’s dividend policy; and
•    a major change to the Board or senior management.

Permission to Trade

Directors and employees may trade in the Company’s securities at other times so long as they are not in possession of any unpublished price sensitive information.

Notification of Proposed Trade in Company Securities

Chairman

Prior to trading in (either buying or selling) the Company’s securities, the Chairman must notify the Managing Director of his/her intention to trade and confirm that he/she is not in possession of any unpublished price sensitive information.

Directors

Prior to trading in (either buying or selling) the Company’s securities, Directors must notify the Chairman of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

Employees

Prior to trading in (either buying or selling) the Company’s securities, employees must notify the Chairman of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.

The requirement to provide notice of an intention to trade in the Company’s securities does not apply to the acquisition of securities through Director, officer or employee share or option plans. However, the requirement does apply to the trading of the securities once they have been acquired.

Notification of Trade in Company Securities

Directors must also notify the Company Secretary of any trade in the Company’s securities as soon as practicable, but not later than 5 business days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A requirement to notify the ASX of any change in a notifiable interest held by a Director.  The Company Secretary will maintain a register of all trades and holdings in Company securities by Directors.

 


Lindian Resources Limited recognises its obligations under the continuous disclosure obligations of the Australian Stock Exchange (ASX) Listing Rules and Corporations Act to keep the market fully informed of information which may have a material effect on the price or value if its securities. ASX Listing Rule 3.1 states that “Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information”.
The Company has formulated policies and procedures to discharge its disclosure requirements to ensure information is released promptly to the market and is fairly available to all those with an interest in the Company. These policies and procedures are as follows:

•    The Company has appointed the Chairman, with assistance from the
     Company Secretary as required, to be responsible for communication
     with the ASX in relation to disclosure obligations and Listing Rule
     matters.
•    The Chairman in consultation with the Company Secretary,
     if necessary, is responsible for assessing the materiality of information
     and drafting all disclosures.
•    Directors, officers and employees of the Company must report
     immediately any potentially material information to the Chairman
     and in the Chairman’s absence, the Company Secretary.
•    Only the Chairman is authorised to issue statements or make verbal
     comments to the media, analysts and other interested parties
     unless prior approval is given to other Directors or officers of the
     Company.
•    Any releases or statements to media, analysts and other interested
     parties containing material information must be first lodged with the
     ASX prior to being made public in any other way.
•    No information regarding actual or forecast financial performance
     will be provided to any external party unless it has been provided
     to the market generally via an ASX announcement.
•    There will be no communication with any external parties regarding
     financial performance of the Company between the end of a reporting
     period and the release of financial results to the market unless the
     information has been previously provided to the market generally
     via an ASX announcement.
•    Any presentations to analysts or communications with shareholders
     or other stakeholders on a one-on-one basis will not contain any
     information which may have a material effect on the price of the
     Company’s securities unless it has previously provided to the market
     generally via an ASX announcement.

These procedures are supported by procedures to provide the shareholders with important information in a timely manner via electronic communication. The shareholder communication policies are below and operate in conjunction with the general disclosure policies.

•    The Company aims to maintain an up to date website which includes
     all information announced to ASX as well as other Company information.
     All ASX announcements are to be posted to the Company website
     as soon as possible after confirmation of receipt is received from ASX,
     including all financial reports.
•    All Notices of Meetings and Explanatory Notes are to be placed on
     the website once released to the ASX and sent to the shareholders.
•    The half year report contains summarised financial information and a
     review of operations; this report is lodged with ASX and will be posted
     on the Company’s website. A hard copy will be sent to any
     shareholder who requests it.
•    The Board aims to ensure that shareholders and investors have equal
     access to the Company’s information. Lindian Resources Limited regards
     its continuous disclosure obligations very seriously. Any suspected
     breaches of these policies must be reported to the Chairman immediately
     for reporting to the Board. Any breach of these policies may result in
     disciplinary action including verbal or written warnings. 

 

The Board of Directors of the Company does not have a nomination committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a nomination committee can be adequately handled by the full Board.

When a new director is to be appointed the Board reviews the range of skills, experience and expertise on the board, identifies its needs and prepares a short-list of candidates with appropriate skills and experience. Where necessary, advice is sought from independent search consultants.

The Board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the Company.

Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each year one third Directors must retire and offer themselves for re-election.

It is the responsibility of the Chairman to ensure all new Board members are well briefed and have access to all aspects of the Company’s operations. A formal letter of appointment will be provided to all new Directors. It is the responsibility of the Chairman to ensure the new Directors’ are briefed in the following areas:

•    Term of appointment;
•    Time commitment required;
•    Duties and powers of Directors’;
•    Special duties or arrangements attaching to the position;
•    Remuneration and expenses;
•    Requirement to disclose Directors’ interests and general matters which
     may affect independence;
•    Names and experience of fellow Board members;
•    Directors’ right to independent professional advice;
•    Indemnity insurance arrangements; and
•    Confidentiality and right to access Company information.

In addition to the briefing by the Chairman in respect to the above issues each new Director will be provided with the following information:

•    Annual Reports for last 2 financial years;
•    Half Year Reports for last 2 half years;
•    Board Minutes of the last 12 months;
•    All written Company policies;
•    Quarterly ASX Reports for last 4 periods;
•    All ASX announcements for previous year from commencement date
     excluding statutory lodgments (e.g. Directors shareholding notices etc);
     and
•    Company Constitution.


 

The Board is of the opinion that due to the nature and size of the Company, the functions performed by a remuneration committee can be adequately handled by the full Board. The Company’s policy for determining the nature and amount of emoluments of Board members is as follows:
Remuneration of Executive and Non-Executive Directors is reviewed annually by the Board.
Remuneration packages are set at levels intended to attract and retain Directors and Executives capable of managing the Company’s operations and adding value to the Company.

Non-Executive Directors

Non-Executive Directors receive fees which are determined by the Board within the aggregate limit set by the shareholders at a General Meeting. All Non-Executive Directors will receive remuneration by way of fees and receive no retirement benefits excluding statutory superannuation, if applicable. External professional advice will be sought to determine the level of Directors fees to ensure they are appropriate. The Board will determine the level of fees with reference to other comparable listed companies determined by size and nature of operations. Directors’ fees should be set at a level to attract suitably qualified individuals to accept the responsibilities of a Directorship.  The issue of options to non-executive directors is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.

Executives

The Executive Officers of the Company are the Executive Directors and Company Secretary. The Executive Officers’ remuneration is considered to properly reflect the person’s duties and responsibilities, and takes account of remuneration levels across the sector.

Share and Option based remuneration

The Company may issue options to Executives as it is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.  Participants in equity-based remuneration plans are not permitted to enter into any transactions that would limit the economic risk of options or other unvested entitlements.
 


Objective

Lindian Resources Limited is committed to maintaining the highest standards of business conduct and ethics in its accounting standards and disclosures, internal accounting controls, and audit practices. It is the policy of the Company to comply with and require its Directors, officers, and employees to comply with all applicable legal and regulatory requirements relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders. Every employee has the responsibility to assist the Company in meeting these requirements.
The Company’s internal controls and corporate reporting and disclosure procedures are intended to prevent, deter and remedy any violation of the applicable laws and regulations that relate to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against the shareholders. Even the best systems of control and procedures, however, cannot provide absolute safeguards against such violations. The Company has a responsibility to investigate and, if required, report to appropriate governmental authorities, any violations relating to corporate reporting and disclosure, accounting and auditing controls and procedures, securities compliance and other matters pertaining to fraud against shareholders, and the actions taken by the Company to remedy such violations.
This policy governs the process through which employees and others, either directly or anonymously, can notify the Company’s Company Secretary or Chairman of potential violations or concerns. In addition, this policy establishes a mechanism for responding to, and keeping records of, complaints from employees and others regarding such potential violations or concerns.

1. Reporting Alleged Violations or Concerns

If an employee reasonably believes that any employee of the Company or other person acting on behalf of the Company has violated any legal or regulatory requirements or internal policy relating to accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Company’s financial statements, the employee should immediately report his or her concern to the Company Secretary as follows:
In writing:

The Company Secretary
Lindian Resources Limited
P.O. Box 717
Balcatta, Western Australia Australia
By telephone: +61 8 9240 2836

If an employee is not comfortable reporting a concern to the Company Secretary, he or she should report the concern to any supervisor or member of management whom he or she is comfortable approaching. Any manager or other supervisory employee who receives a report of an alleged violation must immediately forward the report to the Company Secretary. The Company Secretary will communicate all reports of alleged violations to the Board.
Reports of alleged violations may be submitted to the Company Secretary or the Chairman anonymously if the employee desires. Although anonymous reports may be submitted via any of the above methods, reports submitted by e-mail or telephone tend to be less likely to remain anonymous and confidential than those submitted in writing. All reports of alleged violations, whether or not they were submitted anonymously, will be kept in strict confidence to the extent possible, consistent with the Company’s need to conduct an adequate investigation.

Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment. The report should clearly set forth all the information the employee knows about the alleged violation. The complaint describing an alleged violation or concern should be candid and should set forth all of the information that the employee knows regarding the allegation or concern. In addition, the complaint should contain sufficient corroborating information to support the commencement of an investigation. The Company may, in its reasonable discretion, determine not to commence an investigation if a complaint contains only unspecified or broad allegations of wrongdoing without appropriate factual support.
 
2. Investigation of Complaints

Upon receipt of a complaint alleging a violation, the Board, or a designated member of the Board, will make a determination as to whether a reasonable basis exists for commencing an investigation into the conduct alleged in the complaint. If the Board or its designated member concludes that an investigation is warranted, it shall take appropriate measures to implement a thorough investigation of the allegations. The Board has the authority to obtain assistance from the Company’s management, counsel or auditors, or to retain separate outside legal or accounting expertise as it deems necessary or desirable in order to conduct the investigation.
At each meeting of the Board, the Board will discuss the status of any ongoing investigation and review the resolution of each complaint submitted, whether or not the complaint resulted in the commencement of a formal investigation.

3. Corrective Action

The Board is ultimately responsible for determining the validity of each complaint and fashioning, with the input of its advisors and the Company’s management, if requested, the appropriate corrective action. The Board shall report any legal or regulatory non-compliance to the Company’s management and ensure that management takes corrective action including, where appropriate, reporting any violation to relevant governmental authorities.
Any director, officer, or employee deemed to have violated any law, rule or regulation, or any internal policy regarding accounting standards and disclosures, internal accounting controls, or matters related to the internal or external audit of the Company’s financial statements, may be subject to disciplinary action, up to and including termination.

4. No Retaliation

Employees should feel confident to report violations as described above or to assist in investigations of such alleged violations. The Company will not tolerate retaliation or discrimination of any kind by or on behalf of the Company and its employees against any employee making a good faith complaint of, or assisting in the investigation of, any violation of government laws, rules, or regulations or the Company’s Code of Conduct or internal policies regarding accounting standards or disclosures, internal accounting controls, or matters related to the internal or external audit of the Company’s financial statements.

5. Retention of Complaints and Documents

The Company shall retain all documents and records regarding any complaint for a period of five (5) years.
It is illegal and against the Company’s policy to destroy any corporate audit or other records that may be subject to or related to an investigation by the Company or any federal, state or regulatory body.

6. Compliance With This Policy

All employees must follow the procedures outlined in this policy and cooperate with any investigation initiated pursuant to this policy. Adhering to this policy is a condition of employment. The Company must have the opportunity to investigate and remedy any alleged violating or employee concerns, and each employee must ensure that the Company has an opportunity to undertake such an investigation.
This policy does not constitute a contractual commitment of the Company. This policy should not be construed as preventing, limiting, or delaying the Company from taking disciplinary action against any individual, up to and including termination, in circumstances (such as, but not limited to, those involving problems of performance, conduct, attitude, or demeanour) where the Company deems disciplinary action appropriate.
This policy in no way alters an employee’s at-will employment status with the Company. Either the Company or an employee can terminate the employment relationship at the Company at any time, for any reason or no reason, with or without cause, warning, or notice.