DIRECTORS &
MANAGEMENT

Mr Eddie KinG
Non-Executive Chairman

Mr King holds a Bachelor of Commerce and Bachelor of Engineering (Mining) from The University of Western Australia and is currently a Representative for CPS Capital. Mr King’s past experience includes being Manager for an investment banking firm, where he specialised in the technical and financial analysis of bulk commodity and other resource projects. Mr King also acts as director of ASX listed companies Western Mining Network Ltd (ASX: WMN), Cabral Resources Limited (ASX: CBS) and Axxis Technology Group Ltd (ASX:AYG).

Mr Matt Bull
Non-Executive Director

Mr Matt Bull has been appointed as a Non-Executive Director of the Company. Mr Bull is an exploration geologist who has worked on a wide range of commodities including graphite, gold and iron ore. He has considerable experience in greenfield exploration and resource development programs. He is currently a non-executive director of Volt Resources (ASX: VRC) where he was instrumental in the company’s growth, progressing its Tanzanian graphite project towards production.

 

Mr Steve Formica
Non-Executive Director

Mr Formica brings to the company practical business acumen and business development experience. He has been a successful businessman and operations manager for over 30 years in a number of privately held business ventures including manufacturing, construction, landscape contracting, property development, integrated wholesale and retail businesses. More recently he has been involved with mineral resource companies as an investor and non-executive director. Mr Formica is currently a non-executive director of ASX listed company, Cabral Resources Limited and is non-executive Chairman of Quest Minerals.

Mr Stephen Brockhurst
Company Secretary

Steve has 15 years experience in the finance and corporate advisory industry and has been responsible for the preparation of the due diligence process and prospectuses on a number of initial public offers. His experience includes corporate and capital structuring, corporate advisory and company secretarial services, capital raising, ASX and ASIC compliance requirements. Steve has served on the board and acted as Company Secretary for numerous ASX listed and private companies. He is currently Company Secretary of Windward Resources Limited, Jacka Resources Limited and Cabral Resources Limited.

CORPORATE
GOVERNANCE

The Board of Directors of Lindian Resources Limited ("Lindian Resources" or "the Company") is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. Upon listing the Company established a set of corporate governance policies and procedures. These were based on the Australian Securities Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (the Recommendations).

Structure of the Board

The skills, experience and expertise relevant to the position of Director held by each Director in office is included in the Director's Report of the Annual Report each year.

Directors of the Company are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

The Board has accepted the following definition of an Independent Director:

 
  • "An Independent Director is a Director who is not a member of management, is a Non-executive Director and who: is not a substantial shareholder (under the meaning of Corporations Law) of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
     
  • has not within the last three years been employed in an executive capacity by the Company or another Company member, or been a Director after ceasing to hold any such employment;
     
  • is not a principal or a professional adviser to the Company or another Company member;
  • is not a significant consultant, supplier or customer of the Company or another Company member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;
     
  • has no significant contractual relationship with the Company or another Company member other than as a Director of the Company;
     
  • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Company."

Nomination
Committee

The Board 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 third year the Directors must retire and offer themselves for re-election. This selection, nomination and appointment process is detailed on the company website.

Audit and Risk Management Committee

The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by an audit committee can be adequately handled by the full Board. At such time when the Company is of sufficient size a separate Audit and Risk Management Committee will be formed.

It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board's responsibility for the establishment and maintenance of a framework of internal control of the Company.

Performance

The Board of Lindian Resources conducts its performance review of itself on an ongoing basis throughout the year. The small size of the company and hands on management style requires an increased level of interaction between directors and executives throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance provides the best guidance and value to the Company.

Remuneration

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.

 
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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.

 
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EXECUTIVE

The Executive Officer's 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.

 

Trading
Policy

Trading in Company securities is regulated by the Corporations Act and the ASX Listing Rules. The Board makes all Directors, officers and employees aware on appointment that it is prohibited to trade in the Company's securities whilst that Director, officer or employee is in the possession of price sensitive information. Directors are required to report to the Company Secretary any movements in their holdings of Company securities, which are reported to ASX in the required timeframe prescribed by the ASX Listing Rules.



Shareholder
Communication
Policy

Pursuant to Principle 6, the Company's objective is to promote effective communication with its shareholders at all times. Lindian Resources Limited is committed to: Ensuring that shareholders and the financial markets are provided with full and timely information Complying with continuous disclosure obligations contained in the ASX listing rules and the Corporations Act in Australia Communicating effectively with its shareholders and making it easier for shareholders to communicate with the Company To promote effective communication with shareholders and encourage effective participation at general meetings, information is communicated to shareholders: Through the release of information to the market via the ASX Through the distribution of the annual report and notices of annual general meeting Through shareholder meetings and investor relations presentations Through letters and other forms of communications directly to shareholders By posting relevant information on the Company's website: www.lindianresources.com.au