Corporate Governance
Board responsibilities
The Directors of Buru have adopted the corporate governance policies as summarised below:
The Board is responsible for setting the direction and objectives of Buru. The Board delegates to management the responsibility for implementing the objectives of Buru and the day to day management of Buru subject to certain limitations on such delegations). The limitations are primarily imposed by approved corporate budgets and corporate strategy which are set by the Board.
Composition of the Board
It is intended that the Board will comprise:
- the Managing Director; and
- two independent Non-Executive Directors.
Board Committees
The Board, as a whole, acts as the Nominations Committee and the Audit Committee. Due to the size of Buru, the Board does not consider that a separate Nominations Committee or Audit Committee is necessary.
Code of Conduct
Directors and officers of Buru will be required to follow the code of conduct which has been formally adopted by the Board. The code of conduct is designed to enhance the ethical conduct of Buru and promotes the level of integrity which is expected of Directors and officers. The code of conduct addresses amongst other things:
- Conflicts of interest and the manner in which they should be dealt with;
- Corporate opportunities and the prevention of Directors and officers deriving personal gain with information gained from Buru;
- Compliance with all laws and regulations; and
- Reporting of unlawful or unethical behaviour and protection for 'whistleblowers'.
Share Trading Policy
Directors, officers, employees and contractors who work directly with Buru are restricted from trading in Buru's securities without informing the Company Secretary prior to purchasing or selling securities. Clear restrictions are also placed on timing of when transactions may occur. These restrictions are detailed in Buru's share trading policy.
Continuous Disclosure
Buru has put in place mechanisms designed to ensure compliance with ASX Listing Rule requirements so that all investors will have equal and timely access to material information concerning Buru, including its financial situation, performance, ownership and governance. These processes also ensure that public announcements are factual and presented in a clear and balanced way, disclosing both positive and negative information.