Corporate Governance
A description of the main features of the corporate governance procedures adopted by the Board of directors is set out below.

Board of Directors
All directors, including the Chairman, are non-executive directors, other than the Chief Executive, who is an executive director. In appointing additional directors, the Board specifies the mix of qualifications, skills and experience it believes is desirable. The Remuneration Committee, with the help of external consultants, recommends appropriate candidates. Apart from the statutory retirement age, no maximum age is prescribed for directors.

Governance Activities
The Board considers strategic plans and initiatives, reviews plans and budgets, reviews operational and financial performance, reviews and approves significant capital investment proposals and establishes and monitors delegated authority levels for capital and financial commitments. It receives advice on areas of operational and financial risk and considers strategies for appropriate risk minimisation.

Board Operations
The Pasminco Board meets 11 times per year, but from time to time convenes outside the scheduled meetings to consider issues of special importance. At least two Board meetings are held at operating sites each year in conjunction with detailed briefings from management on site specific issues. Members of management, auditors, and representatives from the company`s advisers attend Board and committee meetings as appropriate. During the year the Board and management reviewed all aspects of the Board reporting process to ensure that all directors’ meetings are as effective as possible. The changes which have been made streamline meeting agendas and ensure the right mix of strategic and operational information. A number of standing agenda items, including a public disclosure review after every meeting, have been retained in the new format.

Committees
Three committees of the Board - the Audit Committee, the Safety, Health and Environment Committee and the Remuneration Committee - have been established to consider these specific areas in detail and to report to the full Board. In addition the Board has established a Standing Committee to consider urgent issues which arise between regular scheduled meetings of the full Board.

Independent Advice
Directors may obtain independent professional advice, at the entity`s expense, if appropriate. Prior to seeking advice directors are required to consult with the Chairman.

Audit Committee
During the year the Audit Committee and full Board reviewed the scope of its activities and considered a revised charter. The current charter of the Audit Committee is to review significant financial information and provide these review findings to the Board. The Audit Committee is comprised solely of non-executive directors.

Currently the key responsibilities of the Audit Committee are to:

• 
  
• review annual and half-yearly financial reports
  
• review the terms of engagement and scope of activity of the external auditors
  
• provide a direct line of communication between directors and both the internal and external auditors
  
• review internal audit activities and reports in conjunction with senior management
  
• monitor the effectiveness of internal control systems
  
• review the group`s commercial practices and policies and
  
• review the performance of the external and internal auditors and their audit fees
  

In addition to the non-executive director members, Audit Committee meetings are attended by members of management and the external and internal auditors as appropriate. Current members of the Audit Committee are David Brydon (Chairman), Andrew Guy and Tony Daniels.

Safety, Health and Environment Committee
The terms of reference of the Safety, Health and Environment Committee are to oversee the implementation of the Pasminco Safety, Health and Environment Policies which are aimed at achieving high standards of care in all activities in which the Group is engaged, from exploration through mining and smelting to the marketing of its products.

In particular, the Committee reviews with management:

• 
  
• the safety, health and environment risks associated with Pasminco`s operations
  
• the response to be adopted with respect to such risks
  
• the implementation and audit of such responses and
  
• the appropriate management structure in the light of the responses adopted
  

The Safety, Health and Environment Committee members are David Macfarlane (Chairman), David Stewart and Geoff Allen. Members of management attend meetings as appropriate.

Remuneration Committee
The charter of the Remuneration Committee is to review with the Chief Executive the overall remuneration structure and policies for Pasminco staff and to review and approve senior executive remuneration and appointments at senior level.

With advice from appropriate external consultants, the committee reviews and establishes the remuneration and other employment conditions of the Chief Executive. The committee also obtains the advice of qualified external consultants on appropriate levels of remuneration for the non-executive directors. The committee acts as the nomination committee in developing recommendations for new Board appointments.

The Remuneration Committee members are Mark Rayner (Chairman), David Brydon and David Macfarlane. No fees are payable to directors in respect of Remuneration Committee duties.

Standing Committee
The charter of the Board Standing Committee adopted in 1999 is to deal with urgent issues arising between scheduled Board meetings which relate to matters the Board has previously approved in principle. All directors are members and a quorum is three, being any two non-executive directors and, wherever possible, the Managing Director (failing which, any other director). No fees are payable to directors in respect of standing committee duties.

Risk Assessment and Management
The Board as a whole monitors and receives advice on areas of operational and financial risk and considers strategies to manage business risks. In turn the Audit Committee, the Safety, Health and Environment Committee and other working committees established for specific projects, regularly report back on the particular risks associated with their respective areas of responsibility. A review of risk management processes was completed during the period as part of the internal audit work plan. A number of recommendations are being pursued.

Year 2000 Transition
As previously reported, Pasminco has maintained active Year 2000 project teams since mid 1997 and has experienced a smooth transition through to the current calender year.

Ethical Standards
Pasminco has adopted a vision and values statement developed with the involvement of many employees throughout the Group. The values which support the Group`s vision include, through an adopted code of conduct, a commitment to respect the law and act accordingly and to be fair, honest and consistent in dealings and behaviour. The code of conduct also deals with conflicts of interest, use of company assets and information, honesty and accountability. The Group policy dealing with the purchase and sale of company securities by directors and senior management was revised and issued during the year. The policy provides guidance on the trading of securities and establishes a more detailed pre-trade clearance protocol.

Click here to download PDF files of:


- 2000 Pasminco Annual Report indexable pdf (4.8Mb)

- Notice of Annual General Meeting 2000 (96Kb)

- Financial Summary (110Kb)

- Operations at a Glance (19Kb)
(excerpt from Annual Report 2000)

- Production 5-Year Summary (13Kb)
(excerpt from Annual Report 2000)

- Performance 10-Year Summary (10Kb)
(excerpt from Annual Report 2000)


The financial information presented on this web site represents extracts from the audited financial report of Pasminco Limited for the financial year ended 30 June 2000 issued on 22 September 2000. These extracts cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the entity as a reading of the complete financial report.

The complete financial report, and the audit report thereon, can be obtained, free of charge, on request to the entity
annualreport@Pasminco.com.au

Return to Home