CORPORATE

The Board of Management

Peter Woods

Mr Woods is a Director at Bluebird Capital, a boutique investment and corporate advisory firm. Mr Woods has been involved in the financial services industry for over 10 years with a focus on wealth advisory and raising capital for both unlisted and listed companies. He has extensive equity capital market experience advising on a broad range of instruments including equities, derivatives and alternative assets across a range of industries and geographies. Mr Woods holds a Bachelor of Commerce with a double major in Accounting and Finance from University of Western Australia, together with a Post Graduate Diploma of Applied Finance. He is a Member of the Australian Institute of Company Directors and has previously sat on the board of ASX listed company Matador Mining Limited (ASX.MZZ).

Shaun Hardcastle

Shaun is a Partner at HWL Ebsworth. Shaun has been involved in a broad range of cross-border and domestic transactions including equity capital markets, mergers & acquisitions, resources, corporate governance and project finance transactions. Shaun regularly advises public and private businesses from the start-up phase through to the public market or private trade sale. Shaun also has extensive experience in business and share sales and acquisitions, capital raisings, IPOs, reverse takeovers and general commercial matters. Shaun has worked at a number of major law firms across Australia and internationally including at Herbert Smith Freehills in Australia and at Carey Olsen in the Cayman Islands. Shaun was named in 2017, 2018 and 2019 Doyle’s Guide as a Recommended Corporate Lawyer in Western Australia and also sits as a non-executive director on Schrole Group Ltd (ASX: SCL), RareX Ltd (ASX: REE) and Hawkstone Mining Ltd (ASX: HWK).

Nicholas Young

Mr Young is a Corporate Advisor at Otsana Capital. Mr Young holds a Bachelor of Commerce, majoring in Accounting and Finance, is a Chartered Accountant and has completed the Insolvency Education Program at the Australian Restructuring Insolvency and Turnaround Association. Nicholas commenced his career in the Corporate Restructuring division of an accounting firm and has gained valuable experience in Australia and Southern Africa, across a wide range of industries, including mining and exploration mining services, renewable energy, professional services, manufacturing and transport. Mr Young has been involved in the recapitalisation of various ASX-listed companies.

 

Corporate Governance

The Company’s Board of Directors is responsible for establishing the corporate governance framework of the Company and its related bodies corporate. In establishing this framework, the Board has considered and reports against the Principles of Corporate Governance and Best Practices Recommendations (3rd Edition) as published by the ASX Corporate Governance Council (“ASX Corporate Governance Principles”).

Board Composition

The current Board comprises three directors, one of whom, Mr Shaun Hardcastle, is considered to be independent.

At this stage of its development, the Company does not have a Board matrix, however, following review, it considers the current commercial and legal skills of the Directors is appropriate. As the Company develops, a further review of the skills required will be undertaken.

Prior to appointment, the Company ensures that it has undertaken the appropriate checks on proposed directors. All directors are engaged by the Company under a written contract that outlines the terms of their appointment.

The Company Secretary is accountable directly to the Board on all matters in relation to the proper functioning of the Board.

Diversity Policy

The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly, the Company has set in place a diversity policy. This policy outlines the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them. Given the current stage of the Company’s development, the Company has not set measurable objectives for achieving appropriate diversity.

The current proportions of men and women on the Board and senior positions is 3:1.

External Auditor

BDO Audit (WA) Pty Ltd has been appointed by the Board to act as Auditor for the Company. The Company requires that BDO attend annual general meetings to allow shareholders to query the financial accounts of the Company.

Shareholder Communications

The Company encourages shareholders to engage with the Company via attendance at general meetings or by direct contact with management through the Company Secretary.

Further, the Company encourages shareholders to receive communications from the Company and Share Registry via electronic means. All shareholders are given the opportunity to elect receipt of some or all communications via the Company portal managed by the Share Registry, Automic.

Corporate Governance Framework

The policies and documents that provide the framework for the Company’s Corporate Governance regime are set out in the below document.