Tri Origin is focussed on building profitable mining operations producing a range of base and precious metals. The Company will achieve this objective while adhering to the highest standards of corporate governance that we are capable of achieving and with due regard for the legal, social, environmental and economic impacts of potential mining operations.

The Company complies with the ASX Corporate Governance Council’s Principles of Good Corporate Governance and best practice recommendations. Tri Origin’s Directors are responsible for the corporate governance practices of the Company and have implemented a range of policies and systems to support these practices.

These include the role of the Board including board composition, independence, remuneration and performance evaluation. Additional measures include Ethical Standards, Trading in the Company’s Securities, Information Disclosure, Risk Management, Best Practice Recommendations and a Company Code of Conduct.

A summary of these policies and practices are provided in the Company’s Annual Report, which is also available on this web site.

Tri Origin believes that developing the appropriate corporate culture for a company in the business of finding and developing mineral resource projects, and attracting employees who fit that culture, is the best way to achieve its strategic aims.

It intends to achieve these aims by:

• drawing on existing Directors’ skills base and capitalising on management’s extensive financial, business development and operating experience.
• Creating a corporate culture which promotes strategic thinking and encompasses a systems perspective to value creation, focuses on intent and encourages openness to new opportunities.
• Following from this, developing a business-oriented culture where decision-making is influenced by whether it adds value to the Company and what interest risks are involved.
• Attracting and retaining quality staff who fit into this corporate culture.
• Encouraging creative and lateral thinking with regards to the acquisition, exploration and development of mineral resource projects.
• Developing the systems, databases and software that support these business-focussed principles.

The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of shareholders which it accomplishes by:

• Establishing corporate governance, and ethical, business standards;
• Setting objectives, goals and strategic direction with a view to maximise shareholder value;
• Approving and monitoring budgets and major investments;
• Ensuring adequate internal controls exist and are appropriately monitored;
• Ensuring significant business risks are identified and appropriately managed;
• Appointing the Managing Director and monitoring the Managing Director’s performance; and
• Ensuring the composition of the Board is appropriate, selecting directors for appointment to the Board and reviewing the performance of the Board and the contributions of individual directors.

The Board has delegated responsibilities and authorities to management to enable management to conduct the Company’s day to day activities. Matters which are not covered by these delegations, such as approvals which exceed certain limits, require Board approval.

The Board comprises two independent non-executive Directors, two non-executive Directors and one Managing Director who is responsible for the day to day running of the Company.

All Directors, apart from the Managing Director, are subject to re-election by shareholders.

The Company’s Constitution provides that one-third of the Directors retire by rotation each year. Those Directors who are retiring may submit themselves for re-election by shareholders at the AGM, including any Director appointed to fill a casual vacancy since the date of the last AGM.

The composition of the Board will be reviewed annually to ensure the balance of skills and experience is appropriate.

The Board considers an independent Director to be a Non-Executive Director who meets the criteria for independence included in the ASX Best Practice Recommendations. The Board considers that B Kay and W Killinger meet these criteria.

The Company acknowledges that Directors require high quality information and advice on which to base their decisions and considerations. All Directors have the right to seek advice and clarification from the Company’s auditors, financial and legal advisers on any matter relating to the Company or Board performance.

Directors additionally have the right to seek independent professional advice to help them carry out their responsibilities. Expenses will need to be approved in advance by the Chairman. If the Chairman is unable or unwilling to give approval, Board approval will be sufficient. Any costs incurred will be borne by the Company.

The Company endeavours to ensure that the remuneration offered to Directors, officers and employees is in accordance with prevailing market conditions. The end goal for the Company is to be able to attract and retain high quality people.

The Company believes that individuals should be rewarded for their individual contributions to the success of the Company (both financially and non-financially), measured primarily by the creation of value to shareholders. Incentives are therefore constructed with the goal of encouraging performance in an atmosphere of strong corporate governance.

Remuneration is based on fees, salaries, bonus payments and incentive options.

The Board evaluates the performance of individual members as part of the Company review process. The evaluation of individual Board members’ performance is undertaken by the Chairman, and in the Chairman’s case the Managing Director.

The purpose of the Board performance evaluations is to:

• Evaluate Board corporate and operational performance against projections;
• Compare actual results against the standards created in Board policies;
• Ensure that the required competency and skills base are represented on the Board; and
• Evaluate general attributes and contributions made by individual Board members.

The Managing Director and CFO certify to the Board that:

• The Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company for the financial year ended and are in accordance with relevant accounting standards; and
• The above statement is founded on a sound system of internal control and risk management which implements the policies adopted by the Board and that the Company’s risk management and internal control is operating efficiently and effectively in all material respects.

The Board established an Audit Committee on 23 February 2001. The committee’s powers and responsibilities are governed by a formal charter.

The Audit Committee reviews the integrity of the Company’s financial reporting and oversees the independence of the external auditors.

Current members of the Audit Committee are: W Killinger (Chairman), B Kay, R Valliant and A Snowden.

The roles of Nomination Committee and Remuneration Committee are currently carried out by the full Board.

The Company acknowledges that it does not comply with the ASX Corporate Governance Council’s Best Practice Recommendations 2.4 and 9.2 concerning the establishment of separate Nomination and Remuneration Committees.

However, given the Company’s current size and exploration stage, the Board considers that no efficiencies or other benefits would be gained by establishing separate committees.

In pursuit of acceptable ethical standards, the Company has adopted a Code of Conduct for Directors and Officers which establishes the standards of behaviour required of Directors and employees in the conduct of the Company’s affairs.

The Code of Conduct for Directors and Officers is based on respect for the law and acting accordingly, dealing with conflicts of interest appropriately, acting with integrity, exercising due care and diligence in fulfilling duties, acting in the best interests of the Company and respecting the confidentiality of all confidential information.

The Board has adopted a policy in relation to dealings in securities of the Company which applies to all Directors and employees. Under this policy, Directors are prohibited from short-term trading in the Company’s securities and Directors and employees are prohibited from dealing in the Company’s securities whilst in possession of price sensitive information.

Accordingly, unless there are unusual circumstances, as determined by the Board, trading in the Company’s shares, options or other securities or derivatives by Directors, officers and employees is limited to the following periods:

• Within one month after the date of release of the Company’s quarterly reports, half-year and annual results to the Australian Securities Exchange;
• From the date of lodgement of the Company’s printed Annual Report with the Australian Securities Exchange through to one month after the holding of the Company’s Annual General Meeting;
• Any period where a prospectus has been issued and is current (such as a rights issue); and
• Where the person is not in possession of any price sensitive information which has not been made publicly available to the market.

The Chairman must be notified of any proposed transaction and must give clearance for the transaction to proceed.

The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market. In accordance with continuous disclosure requirements under the ASX Listing Rules, the Company has procedures in place to ensure that all price sensitive information is identified, reviewed by management and disclosed to the ASX in a timely manner.

Information is communicated to shareholders through:

• The Annual Report;
• Quarterly and Half Year Reports;
• Investor Presentations;
• Disclosures to the ASX;
• Notices and explanatory memoranda of annual general meetings; and
• At the annual general meeting.

Additional information is available from this website.

The Board is responsible for the Company’s system of internal controls. The Board constantly monitors the operational and financial aspects of the Company’s activities.

The Board considers the recommendations and advice of external auditors and other external advisers on the operational and financial risks that face the Company. The Board has approved environmental and safety management policies that have been implemented to mitigate against these risks.

Financial risk is managed on a procedural basis and through a transparent management and financial accounting system.

The Board has formed a Risk Management Committee comprising the following members: Bruce Kay (chairman), William (Bill) Killinger, Bruce Robertson, Richard Procter and Jeff Quartermaine.