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Corporate Governance & Share Trading Policy
Corporate Governance Statement
Unless disclosed below, all the best practice recommendations of the ASX Corporate
Governance Council have been applied by the company from its date of listing,
14 December 2005.
Board composition
The skills, experience and expertise relevant to the position of each director
are detailed in the company’s Annual Report.
The role of Chairman and Chief Executive Officer are not held by the same individual and the Chairman, Wayne Rogers, is a non executive director.
When determining whether a non-executive director is independent, the director
must meet all of the following criteria:
- is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company;
- within the last three years has not been employed in an executive capacity by the company or another group member, or been a director after ceasing to hold any such employment;
- within the last three years has not been a principal of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided;
- is not a material supplier or customer of the company or other group member or an officer of or otherwise associated directly or indirectly with a material supplier or customer. The Board considers this to be control of a supplier or customer of the company;
- has no material contractual relationship with the company or another group member other than as a director of the company;
- has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests 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.
The board considers that the current composition is appropriate to the current
size and operations of the company. Under the company’s Constitution,
a quorum for a meeting of the Australian Biodiesel Group Limited (Australian Biodiesel Group Limited) is two
directors. The Board requires that if only a quorum is present, both the
directors must be non-executive and independent directors.
Independent directors have the right to seek independent professional advice at the company’s expense in the furtherance of their duties as directors. While the Chairman’s prior approval is needed, it may not be unreasonably withheld.
Trading policy
The Board has approved a Share Trading Policy for dealing in Australian Biodiesel Group Limited Securities by its Directors and key management personnel. This policy specifies the periods during which the purchase and sale of the securities may occur and sets out a notification procedure concerning any such transactions.
The Audit and Risk Management Committee monitors compliance with this policy,
which appears below.
Audit and Risk Management Committee
The names, qualifications and attendance at the meetings of the Audit and Risk
Management Committee are included in the directors’ report of the company’s
Annual Report.
Under its Charter, the committee is required to review and update its Charter annually. On 20 February 2007, the committee conducted a review of its Charter, as well as reviewing and updating the following corporate governance policies:
- Board Charter and Role of Officers
- Code of Business Conduct
- Continuous Disclosure and Communications to the Investment Market
- Share Trading Policy
Remuneration Policies
The remuneration policy sets the terms and conditions for the Chief Executive
Officer and Key Management Personnel.
All key management personnel receive a base salary, superannuation, fringe
benefits and performance payments. The CEO makes an annual recommendation
for all their direct reports by reference to company performance, key management
personnel performance, comparable information from industry sectors and other
listed companies which are subject to approval by the Chairman. The performance
of key management personnel is measured against criteria agreed half-yearly,
which is based on the forecast growth of the company’s profits and shareholders
value. The policy is designed to attract the highest calibre key management
personnel and reward them for performance which results in long-term growth
in shareholders value.
The amount of remuneration for all directors and key management personnel, including
all monetary and non-monetary components, are detailed in the remuneration report
section of the company’s Annual Report. All remuneration paid to key management
personnel is valued at the cost to the company and expensed.
The board expects that the remuneration structure implemented will result in
the company being able to attract and retain the best key management personnel
to run the economic entity. It will also provide through recommendations from
the CEO key management personnel with the necessary incentives to work to grow
long-term shareholder value.
The payment of performance pay bonuses are within the performance pay parameters
plan. All bonuses must be linked to predetermined performance criteria. The
board and CEO together can exercise their discretion in relation to approving
bonuses and can recommend changes to the performance pay plan. Any changes must
be justified by reference to measurable performance criteria.
The board has not established a Remuneration and Nomination Committee, as the
board does not consider such a committee would enhance efficiencies given the
current size and operations of the company. The board considers it more appropriate
for the board as a whole to review the performance and remuneration of the CEO
and for the Chairman to review recommendations relating to key management personnel
remuneration.
Training
Training of key management personnel of the company by an external consultant
regarding continuous disclosure obligations and securities trading requirements
and the Company’s policies on these was undertaken during November 2006.
The training was part of ongoing initiatives by the company to facilitate performance
through education and ensure key management personnel and staff are aware of
their obligations in an ASX listed environment.
Relations with Shareholders
The Company has a communication strategy to promote effective communication
with all shareholders and encourage effective participation. Communication
initiatives undertaken by the Company include media announcements and the Company
web site. Other than during a closed period the Chief Executive Officer
also maintain regular dialogue with institutional shareholders through out the
year.
All information disclosed to the ASX is posted on the Company’s web site
within three days of being disclosed to the ASX. When analysts are formally
briefed on aspects of the Company’s operations, the material used in the
presentation is released to the ASX prior to the briefing and is later posted
on the Company’s web site. Access to price sensitive information
is rigorously controlled but procedures have been established to ensure that
any such information is immediately released to the market, should it be inadvertently
disclosed.
The company’s communication focus is on the continuous disclosure of any
information concerning the Company and its controlled entities that a reasonable
person would expect to have a material effect on the price of the Company’s
securities.
The Chief Executive Officer has overall responsibility for management of the
Company’s continuous disclosure obligations as well as communication with
analysts, brokers, shareholders, the media and the public, so as to ensure that
the announcements are timely, factual, clear and precise and omit no material
information.
All Board members and the external auditor attend the Annual General Meeting
and are available to answer questions. Resolutions are proposed on each
substantially separate issue, including in relation to the Report and Accounts
and the Directors Remuneration Report.
Notice of the AGM and related papers are sent to all Shareholders at least 28
days before the meeting.
All corporate governance policies noted in this Statement may be obtained by
shareholders by contacting the company.
Australian Biodiesel Group Limited Limited Share Trading Policy
Detailed below is the Australian Biodiesel Group Limited Limited Share Trading Policy regulating securities trading by Company Directors, Executives and personnel.
1. Introduction
This policy outlines some of the legal issues relating to the trading of your Australian Biodiesel Group Limited Limited
shares and provides you with guidelines to ensure that both you and Australian Biodiesel Group Limited (the Company) comply with the law. This policy does not provide you with comprehensive legal advice on share trading. If you do not fully understand any aspect of this policy, you should speak to the Company Secretary or seek independent legal advice.
2. Availability of Price Sensitive Information
To ensure a fair market, information which may affect the price of securities must be
available to all market participants at any given time.
Under the listing rules of the Australian Stock Exchange (ASX) Australian Biodiesel Group Limited Limited (the Company) must immediately disclose to the ASX any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company shares, once the Company becomes aware of that information. The Listing Rule allows exclusions from this disclosure for confidential and incomplete negotiations or discussions, or information generated for internal management use. The Corporations Act imposes similar obligations on the Company in relation to the use of information which is not generally available and which may be price sensitive.
Price sensitive information may include information excluded under the Listing Rules from disclosure on matters that have not yet been finalised, for example, material contracts that the Company is negotiating, any potential acquisitions or dispositions or any substantial litigation that the Company may be involved in. Price sensitive information also includes information that has not yet been released to the market, for example relating to the actual financial performance of the Company.
If you become aware of information that may be price sensitive, you must immediately pass that information onto the Company Secretary who will consult with the Managing Director (MD), and if agreed the information is price sensitive, report that information to the Board. The Board will then ensure that the Company complies with its obligations under the Listing Rules.
3. Insider Trading
In addition, if you hold price sensitive information not released to the market, you must not sell or buy Australian Biodiesel Group Limited shares. If you sell or buy Australian Biodiesel Group Limited shares under these conditions, you could be guilty of insider trading, which is an offence under the Corporations Act. An insider includes Directors, other Officers and employees of Australian Biodiesel Group Limited and their associates.
Therefore, you could also be guilty of insider trading if you pass price sensitive information to a third party who then buys or sells Australian Biodiesel Group Limited shares. You may be subject to a penalty which may include a fine or imprisonment. For these reasons, the Directors have adopted a share trading policy. The purpose of the policy is to ensure that you only sell or buy Australian Biodiesel Group Limited shares when the market has up-to-date information about Australian Biodiesel Group Limited.
The share trading policy is as follows:
4. Share Trading by Directors
Directors of the Company, or any subsidiaries of the Company, should generally only sell or buy Australian Biodiesel Group Limited securities in the period between 24 hours and 30 working days following the release of the Company’s half yearly and the yearly results, and the annual general meeting, or following any announcement to the market that the directors believe creates a trading environment similar to the two trading windows
outlined above. If the Directors of the Company, or its subsidiaries, want to sell or buy inside or outside of these trading windows they must satisfy themselves that they are not in possession of any price sensitive information that has not been released to the ASX.
Before placing any order to buy, sell or otherwise deal with any Australian Biodiesel Group Limited securities the Directors should inform the Chairman, or in his absence the Managing Director, of their intentions.
5. Share Trading by Employees
Key employees of Australian Biodiesel Group Limited are defined as first and second reports, and other as advised from time to time.
Key employees of the Company, or any of its subsidiaries, should generally only sell or buy Australian Biodiesel Group Limited securities in the period between 24 hours and 30 working days following the release of the Company half yearly and yearly results and the annual general meeting, or following any announcement to the market that the directors believe creates a trading environment similar to the two trading windows outlined above.
If the key employees want to sell or buy inside or outside these trading windows they must satisfy themselves that they are not in possession of any price sensitive information that has not been released to the ASX.
Key employees should not discuss the trading of Company shares among themselves as this may involve sharing of information not generally available to the market therefore putting each other and Australian Biodiesel Group Limited’s reputation at risk. Before placing any order to buy, sell or otherwise deal in any Australian Biodiesel Group Limited securities outside the trading windows, the key employees must inform the Company Secretary of their intentions.
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