Corporate Governance & Policies.
BLUE ENERGY ANNUAL CORPORATE GOVERNANCE STATEMENT
The ASX Corporate Governance Council has published Corporate Governance Principles and Recommendations (most recently amended on 1 February 2019) which specify the following material that should be made publicly available on an ASX Listed Entity’s public website.
These Principles and Recommendations set out are recommended the ASX Corporate Governance Council as those corporate governance practices for companies like Blue Energy which are listed on the ASX, that in the Council’s view, are likely to achieve good governance outcomes and meet the reasonable expectations of most investors and stakeholders in most situations.
Under the Principles and Recommendations, if the board of a listed entity considers that a Council recommendation is not appropriate to its particular circumstances, it is entitled not to adopt it. If it does so, however, it must explain why it has not adopted the recommendation – the “if not, why not” approach. This approach ensures that the market receives an appropriate level of information about the entity’s governance arrangements so that investors and other stakeholders can have a meaningful dialogue with the board and management on governance matters and can factor the information provided into their decision on whether or not to invest in the entity and how to vote on particular resolutions. The “if not, why not” approach is fundamental to the operation of the Principles and Recommendations.
The Board has adopted the revised Corporate Governance Principles and Recommendations 4th Edition, subject to the exceptions noted in the more detailed the Company’s annual corporate governance statement found in the policy links below.
The Principles and Recommendations that the Company report against are structures around and seek to promoted, 8 central principles:
Principle 1 - Lay solid foundations for management and oversight
(Guide to Reporting on Principal 1)
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
Principle 2 – Structure the Board to be Effective and add value
(Guide to Reporting on Principal 2)
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.
Principle 3 – Instil a Culture of acting lawfully, ethically and responsibly
(Guide to Reporting on Principal 3)
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.
Principle 4 – Safeguard the integrity of corporate reports
(Guide to Reporting on Principal 4)
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
Principle 5 – Make timely and balanced disclosure
(Guide to Reporting on Principal 5)
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
Blue Energy’s 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.
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.
Principle 6 – Respect the rights of security holders
(Guide to Reporting on Principal 6)
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.
Principle 7 – Recognised and Manage Risk
(Guide to Reporting on Principal 7)
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
Principle 8 – Remuneration fairly and responsibly
(Guide to Reporting on Principal 8)
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.
Blue Energy Constitution
Blue Energy Employee Incentive Plan
Blue Energy Policies
Corporate Governance Statement - Effective 13th September 2023