Corporate Governance & Policies

The ASX Corporate Governance Council has published Corporate Governance Principles and Recommendations (most recently amended on 1 July 2014) which specify the following material that should be made publicly available on an ASX Listed Entity’s public website. The Board has adopted the revised Corporate Governance Principles and Recommendations 3rd Edition, subject to the exceptions noted in the more detailed corporate governance statement found in the policy links below.

Principle 1 - Lay Solid Foundations For Management and Oversight

(Guide to Reporting on Principal 1, Recommendation 1.3)

The Board Charter, sets out the matters reserved for the Board and those matters delegated to various committees and to senior executives.

Principle 2 – Structure The Board To Add Value

(Guide to Reporting on Principal 2, Recommendation 2.6)

Blue Energy does not have a dedicated Nomination Committee but rather the task of developing and implementing policies and procedures for nomination, selection and appointment of new directors as well as the re-election of incumbent directors is dealt with by the full board.

Principle 3 – Act Ethically and Responsibly

(Guide to Reporting on Principal 3, Recommendation 3.3)

Code of Conduct
Blue Energy has established an organisational code of conduct having regard to the Australian Standard 8002-2003 and to the suggestions set out in the ASX Corporate Governance Principles and Recommendations – Recommendation 3.1. Our Code of Conduct sets out our key corporate values, our commitment to compliance with laws and regulations, behavioural standards that are expected from our people and our commitment to act with honestly and integrity in our business dealings and in our dealings with the general community. Individuals have a positive obligation to report unethical behaviour and the Company has established procedures for investigating such reports.

Blue Energy has established a Diversity Policy, having regard to the suggestions set out in the new ASX Corporate Governance Principles and Recommendations. Our diversity policy covers gender, age, ethnicity and cultural background. Due to the size and nature of Blue Energy’s operations the board has not established measurable objectives for achieving gender diversity, but rather has adopted a range of internal policies and procedures such as a nomination process for directors, and a recruitment and selection process for staff, all of which are designed to promote diversity.

Principle 4 – Safeguard Integrity In Financial Reporting

(Guide to Reporting on Principal 4, Recommendation 4.4)

The Risk and Audit Committee Charter, sets out the procedures for the selection and appointment of external auditors, and for the rotation of external audit engagement partners

Principle 5 – Make Timely And Balanced Disclosure

(Guide to Reporting on Principal 5, Recommendation 5.2) Blue Energy has established a compliance program based upon the principles set out in the Australian Compliance Standard AS 3806:2006 which is designed to ensure compliance with a range of legal, regulatory and corporate governance obligations including the disclosure requirements set out in the ASX Listing Rule and the ASX Corporate Governance Principles and Recommendations. Blue Energy monitors compliance with these obligations through our on-line governance, risk and compliance software system CompliSpace Assurance.

Our key disclosure policies are:

Continuous Disclosure

Blue Energy has established a Continuous Disclosure Policy, having regard to the suggestions set out in the ASX Corporate Governance Principles and Recommendations and in ASX Guidance Note 8 – “Continuous Disclosure – Listing Rule 3.1”. Our continuous disclosure policy details our legal obligations with regard to continuous disclosure and establishes materiality guidelines designed to assist the board in its decision making process. Blue Energy has appointed a continuous disclosure manager who is responsible for ensuring that the specific processes and procedures outlined in our continuous disclosure policy are implemented properly.

Periodic Disclosure

Blue Energy has established a disclosure policy that details our legal obligations with respect to periodic disclosure such as half year and full year reporting. All periodic disclosure obligations are identified and allocated to individuals who are responsible for completion of these tasks. These tasks are then monitored through our compliance program.

Securities Trading Blue Energy has established a Securities Trading Policy, that complies with ASX Listing Rules 12.9 - 12.12 and has regard to ASX Guidance Note 27 – “Trading Policies”. Our securities trading policy establishes closed periods between the end of the financial year and half year and the release of our financial results for these periods. All employees are restricted from trading in the company’s securities during closed periods unless they have obtained written authority to trade.

Such authority will only be provided in the event of severe financial hardship or the fact that a person’s circumstances are otherwise exceptional and that the proposed sale or disposal of the relevant securities is the only reasonable course of action available. Directors, officers and certain other employees, who may be privy to inside information, (“restricted persons”) have additional restrictions placed upon them and must not trade in the company’s securities at any time during the year without first obtaining written authority to do so. All employees receive training with respect to insider trading prohibitions and the requirements of our securities trading policy.

Principle 6 – Respect The Rights Of Shareholders

(Guide to Reporting on Principal 6, Recommendation 6.2)
It is Blue Energy’s desire to empower our shareholders by communicating with them effectively, giving them access to balanced and understandable information about the company, and making it easy for them to participate in general meetings. A copy of Blue Energy’s Shareholder Communication Policy is. It is designed to promote effective communication with shareholders

Principle 7 – Recognised and Manage Risk

(Guide to Reporting on Principal 7, Recommendation 7.4)
Blue Energy has established and documented an enterprise risk management program for the oversight and management of the company’s material business risks. This enterprise risk management program is based on the International Risk Standard AS/NZS ISO 31000:2009 and is complemented by our internal control program based upon the principles set out in the Australian Compliance Standard AS 3806:2006.
Blue Energy has fully documented a common risk language through which it considers internal risks such as those arising from areas such as financial and human resource management, and external risks such as those raising from dealings with key stakeholders and macro environmental issues such as a natural disaster or economic events beyond our control.
In assessing our material business risks, each identified risk is individually assessed in terms of the likelihood of the risk event occurring and the potential consequences in the event that the risk event was to occur. The company’s on-line governance, risk and compliance software system CompliSpace Assurance allows material business risks to be linked to mitigating controls so that the performance of the Company’s enterprise risk and compliance programs can be monitored continuously.

Principle 8 – Remuneration Fairly And Responsibly

(Guide to Reporting on Principal 8, Recommendation 8.1)
Blue Energy does not have a dedicated Remuneration Committee but rather the task of ensuring that the level of director and executive remuneration is sufficient and reasonable and that its relationship to performance is clear is dealt with by the full board.

Blue Energy Policies

Board Charter

Corporate Governance Statement

Risk and Audit Committee Charter

Continuous Disclosure Policy

Shareholder Communications Policy

Securities Trading Policy

Diversity Policy

Board Evaluation Policy

CEO Performance Evaluation

Code of Conduct for Directors and Officers

Conflict of Interest Policy