87d69870-853a-411a-95b3-f8d9d8510748.pdf
ABN 65 086 630 373
21 April 2016
ASX ANNOUNCEMENT
CORPORATE GOVERNANCE STATEMENT
Nido Petroleum Limited (ASX: NDO) ("Nido" or the "Company") provides the Company's Corporate Governance Statement dated 15 March 2016 referred to in the Appendix 4G filed on the ASX on 15 March 2016 and as available on our website at www.nido.com.au.
For further information please contact:
Mike Fischer Managing Director
Nido Petroleum Limited
+61 8 9474 0000
[email protected]
15 March 2016
CORPORATE GOVERNANCE STATEMENT
Since the introduction of the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations (ASX Principles and Recommendations) and the third edition of the ASX Principles and Recommendations, Nido Petroleum Limited ('Nido' or the 'Company') has made it a priority to adopt appropriate systems of control and accountability as the basis for the administration of corporate governance. The Company's corporate governance practices for the year ended 31 December 2015 and as at the date of this Corporate Governance Statement are outlined herein.
The Company has considered each recommendation provided in the ASX Principles and Recommendations, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company. Where, after due consideration, the Company's corporate governance practices depart from the ASX Principles and Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.
Further information about the Company's corporate governance practices is provided on the Company's website at www.nido.com.au. Information published on the Company's website includes charters (for the Board and its sub-committees), the Company's code of conduct and other policies and procedures relating to the Board and its responsibilities.
The Company's corporate governance practices are structured with reference to the ASX Principles and Recommendations as follows:
Principle 1 Lay solid foundations for management and oversight; Principle 2 Structure the Board to add value;
Principle 3 Act ethically and responsibly;
Principle 4 Safeguard integrity in corporate reporting; Principle 5 Make timely and balanced disclosure; Principle 6 Respect the rights of security holders; Principle 7 Recognise and manage risk; and Principle 8 Remunerate fairly and responsibly.
COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS
Principle 1: Lay solid foundations for management and oversight
Recommendations:
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A listed entity should disclose:
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the respective roles and responsibilities of its Board and management; and
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those matters expressly reserved to the Board and those delegated to management.
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A listed entity should:
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undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and
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provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
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A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
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The company secretary of a listed entity should be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.
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A listed entity should:
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have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;
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disclose that policy or a summary of it; and
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disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the Board or a relevant committee of the Board in accordance with the entity's diversity policy and its progress towards achieving them, and either:
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the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or
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if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.
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A listed entity should:
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have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and
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disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
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A listed entity should:
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have and disclose a process for periodically evaluating the performance of its senior executives; and
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disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
Board
The Managing Director is responsible to the Board for the day-to-day management of the Company and its subsidiaries. The Board is responsible for the overall performance of the Company and accordingly takes accountability for monitoring the Company's business and affairs and setting its strategic direction, establishing policies and overseeing the Company's financial position.
The Board has a charter which establishes the relationship between the Board and management and describes their respective functions and responsibilities. The powers reserved for the Board include:
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Oversight of the Company and the Company's group members' control and accountability systems;
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Appointment and, where appropriate, removal of the Managing Director of the Company;
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Appointment and, where appropriate, removal of the Chief Financial Officer and the Company Secretary;
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Input into and final approval of management's development of corporate strategy and performance objectives, reserves and financial plans;
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Reviewing, ratifying and monitoring systems of risk management and internal compliance and control, codes of conduct and legal compliance;
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Monitoring senior management's performance in implementing strategies, achieving objectives and observing budgets and ensuring that appropriate resources are available for these purposes;
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Encouraging a culture that promotes ethical and responsible decision making, compliance with regulatory responsibilities and transparency through effective and timely reporting;
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Keeping under review management succession plans and development activities;
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Reviewing procedures and practices employed in relation to health, safety and the environment and assessing their adequacy;
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Approving policies of Company-wide or general application;
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Formulating and adopting appropriate Board policies;
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Adopting a continuous disclosure policy and monitoring its operation;
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Approving the issue of any shares, options, equity instruments or other securities in the Company;
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Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
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Monitoring the financial performance of the Company;
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Approving and monitoring financial and other reporting including the annual and half year financial reports and review of quarterly reports;
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Approving borrowings other than in the ordinary course of business and the granting of security over, or interests in, the Company or its assets;
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Approving the annual budget and strategic plan;
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Approving any matters that might significantly impact the reputation of the Company;
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Approving the engagement of auditors to review and report to the Board on the Company's financial results and reporting systems, internal controls and compliance with statutory and regulatory requirements; and
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Assessing the appropriateness of, and monitoring compliance with, corporate governance policies and ethical standards.
Management
The CEO:
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must act in accordance with instructions from the Board;
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must report to the Board in a spirit of openness and trust and on all matters the CEO reasonably considers to be material to the affairs of Nido or as directed by the Board;
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is responsible for managing the day to day affairs of Nido;
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will develop, implement and monitor the strategic, business and financial plans for Nido, the risk management framework and all material reporting and external communications by Nido;
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must ensure that Nido complies with all applicable laws and regulations;
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is formally delegated by the Board to exercise all expenditure in accordance with the delegations of authority approved by the Board (which will be reviewed and monitored by the Board);