Corporate Governance
Board Charter | Board Performance Evaluation Policy | Code of Conduct | Continuous Disclosure Policy | Corporate Governance Cover Page | Corporate Governance Policies | Corporate Governance Statement | Risk Management Policy | Security Trading Policy | Shareholder Communications PolicyCorporate Governance Statement
In fulfilling its obligations and responsibilities to its various stakeholders, the Board of Kratos Energy Ltd (“Company”) is a strong advocate of corporate governance. The Board has adopted corporate governance policies and practices consistent with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations 2nd edition” (Recommendations) where considered appropriate for a company of the Company’s size and nature.
| Principal No. | Recommendation | Compliance | Reason for |
|---|---|---|---|
| 1.1 | Establish the functions reserved to the Board and those delegated to senior executives and disclose those functions. | Yes | |
| 1.2 | Disclose the process for evaluating the performance of senior executives. | Yes | |
| 1.3 | Provide the information indicated in the Guide to reporting on Principal 1. | Yes | |
| 2.1 | A majority of the Board should be independent of Directors. | Yes | |
| 2.2 | The chair should be an independent Director. | Yes | |
| 2.3 | The roles of Chair and Chief Executive Officer should not be exercised by the same individual. | Yes | |
| 2.4 | The Board should establish a nomination committee. | No | Board not of size sufficient to operate separate committees |
| 2.5 | Disclose the process for evaluating the performance of the Board, its committee and individual Directors. | Yes | |
| 2.6 | Provide the information indicated in the Guide to reporting on Principle 2. | Yes | |
| 3.1 | Establish a code of conduct and disclose the code for a summary of the code as to: | Yes | |
| the practice necessary to maintain confidence in the Company's integrity; | |||
| the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; | |||
| the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. | |||
| 3.2 | Establish a policy concerning trading in Company securities by Directors, senior executives and employees, and disclose the policy or a summary of that policy. | Yes | |
| 3.3 | Provide the information indicated in the Guide to reporting on Principle 3. | Yes | |
| 4.1 | The Board should establish an audit committee. | No | Board not of size sufficient to operate separate committees |
| 4.2 | The audit committee should be structured so that it: | N/A | |
| consists only of Non-Executive Directors; | |||
| consists of a majority of independent Directors; | |||
| is chaired by an independent chair, who is not chair of the Board; | |||
| has at least three members. | |||
| 4.3 | The audit committee should have a formal charter. | N/A | |
| 4.4 | Provide the information in the Guide to reporting on Principle 4. | Yes | |
| 5.1 | Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. | Yes | |
| 5.2 | Provide the information indicated in the Guide to reporting on Principle 5. | Yes | |
| 6.1 | Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy. | Yes | |
| 6.2 | Provide the information indicated in the Guide to reporting on Principle 6. | Yes | |
| 7.1 | Establish policies for the oversight and management of material business risk and disclose a summary of those policies. | ||
| 7.2 | The Board should require management to design and implement the risk management and internal control system to manage the Company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company's management of its material business risks. | Yes | |
| 7.3 | The Board should disclose whether it has received assurance from the Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. | Yes | |
| 7.4 | Companies should provide the information indicated in the Guide to reporting on Principle 7. | Yes | |
| 8.1 | The Board should establish a remuneration committee. | No | Board not of size sufficient to operate separate committees |
| 8.2 | Companies should clearly distinguish the structure of Non-Executive Directors remuneration from that of Executive Directors and senior executives. | Yes | |
| 8.3 | Companies should provide the information indicated in the Guide to reporting on Principle 8. | Yes |