Corporate Governance
The Company’s constitution provides that the
number of Directors must not be less than 3 nor
more than such numbers as the directors determine.
There is no requirement for any shareholding qualification.
If the AOC Group’s activities increase in
size, nature and scope, the size of the Board will
be reviewed periodically and the optimum number
of Directors required to supervise adequately the
Company’s affairs determined within the limitations
imposed by the Company’s constitution and
as circumstances demand. The membership of the Board,
its activities and composition is subject to periodic
review. The criteria for determining the identification
and appointment of a suitable candidate for the
Board shall include quality of the individual, background
of experience and achievement, compatibility with
other Board members, credibility within the AOC
Group’s scope of activities, intellectual
ability to contribute to Board duties and physical
ability to undertake Board duties and responsibilities.
Under the Company’s constitution the tenure
of Directors (other than managing director) is subject
to reappointment by Shareholders not later than
the 3rd anniversary following his or her last appointment.
A managing director may be appointed for any period
and on any terms the Board thinks fit and, subject
to the terms of any agreement entered into, the
Board may revoke any such appointment.
The Board is committed to the adoption of corporate
governance policies and practices consistent with
the ASX Corporate Governance Council’s “Principles
of Good Corporate Governance and Best Practice Recommendations”,
which are appropriate for a company of Australian
Oil Company Limited’s size and nature. Such
policies include, but are not limited to, the Board
Charter, Board Code of Conduct, Board Committee
Charters, Continuous Disclosure, Trading in Securities
and Risk Management Policies.
The Board considers that the Company is not currently
of a size, nor are its affairs of such complexity,
to justify the formation of separate or special
committees at this time. The Board as a whole is
able to address the governance aspects of the full
scope of the Company’s activities and to ensure
that it adheres to appropriate ethical standards.
As the AOC Group’s activities develop in size,
nature and scope, the implementation of a formal
corporate governance committee will be given further
consideration. |
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