Governance

2. Board of Directors
The Board has adopted a formal Corporate Governance Code which recognises the respective roles and responsibilities of the Board and management.  

Click here to download a copy of the code.

2.1 Role of the Board of Directors
The Board is responsible for the overall governance of Atlas and its strategic direction. This includes setting of goals, monitoring performance, ensuring Atlas’s internal control and reporting procedures are adequate, effective and ethical, and that Atlas’s strategic direction provides value for shareholders. 

The Board regularly monitors the effectiveness of management policies and decisions, including the execution of its strategies.

In addition to fulfilling its obligations to generate returns for shareholders, the Board has responsibilities to Atlas’s customers, employees, suppliers and to the welfare of the communities in which Atlas operates.

Click here to view details of the current members of the board.

• a majority of the directors should be independent directors
• the Chairman should be an independent director
• the positions of Chairman and Managing Director are required to be held by separate persons.

Click here to download copies of the Annual Report.

2.4  Conflicts and Declaration of Interests

(a) directors must disclose all interests and other directorships;
(b) directors may choose to submit standing notices of interest to all Board members, or must disclose their interest in a matter being considered by the Board at that time;
(c) directors must warn of any potential conflict of duty to another Company and ensure any change in circumstances is advised;
(d) the Board will continually consider the application of the relevant provisions of the Corporations Act 2001 and, if the Chairman determines that a director’s interest in a matter is sufficiently material, or would result in a conflict of interest arising, the director:
i. will not receive Board Papers on the subject of interest, but will be advised that certain Board Papers have been excluded;
ii. cannot be present at the meeting when the matter is considered unless the other directors resolve that the director in question can stay; and
iii. cannot vote on the matter unless the other directors resolve that the director in question can vote;
(e) directors must obtain the Company’s consent before disclosing Company information to another Company or third party.

In accordance with the Listing Rules, each director is required to enter into an agreement with the Company to provide details of his or her “relevant interest” in the Company’s securities on appointment, within 5 business days (or such lesser period as set out in the relevant agreement) of a change in the “relevant interest”, and following retirement.  Any change in a director’s interest must be notified to the ASX within 5 business days by lodgement of Appendix 3Y.

Each director has a duty to avoid conflicts of interest, and, as noted above must notify the Board of any potential conflicts he or she may have, including any which may arise as a result of his or her duty to another Company.

Each director has a duty to maintain the confidentiality of information he or she learns by virtue of his or her position as director.  Disclosure of such information by the director should only be made after consultation with the Chairman of the Board.

3. Board Committees
The Board has established an Audit & Risk Committee and a Remuneration & Nominations Committee to assist in the execution of the responsibilities of the Board and to allow a detailed consideration of complex issues. 

• governed by a charter approved by the Board, copies of which are available on the Company’s website
• comprised entirely of non-executive directors
• required to report to the full Board after each meeting
• sufficiently autonomous to be able to discharge their duties and responsibilities including the authority to select, retain and terminate external advisers as the committee considers necessary without seeking approval of the Board or management.

Each year the Board reviews the composition and charters of its two Committees. 

Click here to download a copy of the Audit and Risk Committee Charter.

An important function of the Committee is to establish performance criteria for the Managing Director.  The Nominations & Remuneration Committee will formally conduct a performance review of the Managing Director at least annually and will advise the Board of its recommendations.  The Managing Director does not participate in these deliberations.

4. Continuous Disclosure
The Company is a disclosing entity under the Corporations Act 2001 and is subject to the continuous disclosure requirements under the ASX Listing Rules.  The Board is committed to keeping all stakeholders informed in a timely manner of all material developments in addition to the statutory disclosures included in the Annual and Half Yearly Reports. 

The Company has a formal Continuous Disclosure Policy which is available on the Company’s website.  Click here to download a copy. 

The Company Secretary is the person responsible for communicating with the ASX.  This role includes responsibility for ensuring compliance with the continuous disclosure requirement of the ASX Listing Rules and overseeing and co-ordinating information disclosed to the ASX, market participants and the public.  All Company announcements, briefings, presentations and reports are posted on the Company’s website after release to the ASX. 

The Company also has formal Share Trading Guidelines which outline the prohibition against insider trading and specifies the “windows” during which directors, executives and employees can deal in Atlas’s securities. 

Click here to download a copy of the Share Trading Guidelines.

5. Risk Management

The Company has developed a Risk Management Manual which is updated annually.  The manual deals with the significant controllable business risks which are faced by the Atlas group.  It identifies the potential harm each risk may cause and establishes ways to manage and mitigate the risks in order to reduce the likelihood of them causing harm and reduce the effects of any harm which may arise.  Detailed control procedures cover areas such as trading, financial and legal risks as well as the risk of serious workplace injury, fraud and functional breakdowns. 

Atlas recognises the importance of quality, occupational health and safety (OH&S) and environmental issues and is committed to the highest levels of performance.  To help meet this objective, Atlas has a fully integrated quality, safety and environmental management system.  The quality system has been certified to be in accordance with ISO9001:2000. 

Atlas aims to maintain the highest standard of ethical behaviour in its business dealings.  In maintaining the ethical standards the Company will:

• act with integrity in all its dealings with customers, suppliers, shareholders, employees, government and the community
• ensure that its actions comply with applicable laws and regulations and maintain harmonious relations with communities located near the Company’s operations
• maintain and implement policies that will enable the Company’s employees to avoid situations where conflicts of interest could arise
• not engage in any activity that could be construed to involve an improper inducement and achieve a working environment where:
  i. equal opportunity is practiced
  ii. harassment and other offensive behaviour is not tolerated
  iii. the confidentiality of commercially sensitive information is protected
  iv. employees are encouraged to discuss concerns about ethical behaviour with their supervisor.

The Board is responsible for establishing compliance and evaluating the effectiveness of the Company’s ethical standards & Code of Conduct.