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)
Principle 3 – Act Ethically and Responsibly
(Guide to Reporting on Principal 3, Recommendation 3.3)
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:
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.
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)
Principle 7 – Recognised and Manage Risk
(Guide to Reporting on Principal 7, Recommendation 7.4)
Principle 8 – Remuneration Fairly And Responsibly
(Guide to Reporting on Principal 8, Recommendation 8.1)
Blue Energy Employee Incentive Plan
Blue Energy Policies
Corporate Governance Statement - Effective 18th September 2018