Corporate Governance

The Company adopts the Eight Essential Corporate Governance Principles and Best Practice Recommendations published by the Corporate Governance Council of the ASX to the extent that they are applicable for a company this size.

As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be further considered.

Principle 1 – Lay solid foundations for management and oversight
The Board is responsible for the strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals, monitoring the overall corporate governance of the Company and ensuring that shareholder value is increased.

KalNorth Gold Mines Limited has not formally disclosed the functions reserved to the Board and those delegated to management.

The appointment of non-executive directors to the Board is not formalised in writing by way of a letter or other agreement.

The Board recognises the importance of distinguishing between the respective roles and responsibilities of the Board and management.

The Board has established an informal framework for the management of the Company and the roles and responsibilities of the Board and management.

Due to the small size of the Board and the Company, the Board does not think that it is necessary to formally document the roles of Board and management as it believes that these roles are being carried out in practice and are clearly understood by all members of the Board and management.

Principle 2 - Structure the board to add value
KalNorth Gold Mines Limited does not have in place a formal process for evaluation of the Board, its committees, individual directors and key executives.

Evaluation of the Board is carried out on a continuing and informal basis. The Company will put a formal process in place as and when the level of operations of the Company justifies this.

Principle 3 - Promote ethical and responsible decision-making
The Board considers that its business practices, as determined by the Board and key executives, are the equivalent of a code of conduct. KalNorth Gold Mines Limited has not established a formal code of conduct.

Principle 4 - Safeguard integrity in financial reporting
KalNorth adopts the Eight Essential Corporate Governance Principles and Best Practice Recommendations published by the Corporate Governance Council of the ASX to the extent that they are applicable for a company this size.

Principle 1 – Lay solid foundations for management and oversight
Principle 2 - Structure the board to add value
Principle 3 - Promote ethical and responsible decision-making
Principle 4 - Safeguard integrity in financial reporting
Principle 5 - Make timely and balanced disclosure
Principle 6 - Respect the rights of shareholders
Principle 7- Recognise and manage risk
Principle 8- Remunerate fairly and responsibly

As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be further considered.

Principle 5 - Make timely and balanced disclosure
The Directors have a long history of involvement with public listed companies and are familiar with the disclosure requirements of the ASX listing rules.

The Company has in place informal procedures that it believes are sufficient for ensuring compliance with ASX Listing Rule disclosure requirements and accountability for compliance.

The Board has nominated the Company Secretary as being responsible for all matters relating to disclosure.

KalNorth has not established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance.

Principle 6 - Respect the rights of shareholders
While the Company has not established a formal shareholder communication strategy, it actively communicates with its shareholders in order to identify their expectations and actively promotes shareholder involvement in the Company.

It achieves this by posting on its websites copies of all information lodged with the ASX. Shareholders with internet access are encouraged to provide their email addresses in order to receive electronic copies of information distributed by the Company. Alternatively, hard copies of information distributed by the Company are available on request.

Principle 7- Recognise and manage risk
KalNorth Gold Mines Limited has an informal risk oversight and management policy and internal compliance and control system.

The Board does not currently have formal procedures in place but is aware of the various risks that affect the Company and its particular business. As the Company develops, the Board will develop appropriate procedures to deal with risk oversight and management and internal compliance, taking into account the size of the Company and the stage of development of its projects.

Principle 8- Remunerate fairly and responsibly
KalNorth Gold Mines Limited does not have a formal remuneration policy and has not established a separate remuneration committee. Non-executive directors may receive options or shares.

The current remuneration of the Directors is disclosed in the Directors’ Report section of the Annual Report (available in the Announcements & Reports section of this website). Non-executive Directors receive a fixed fee for their services and may also receive options or shares. The issue of options or shares to non-executive Directors may be an appropriate method of providing sufficient incentive and reward while maintaining cash reserves.

Due to the Company’s early stage of development and small size, it does not consider that a separate remuneration committee would add any efficiency to the process of determining the levels of remuneration for the Directors and key executives. The Board believes it is more appropriate to set aside time at specified Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee.

In addition, all matters of remuneration will continue to be in accordance with regulatory requirements, especially in respect of related party transactions; that is, none of the Directors will participate in any deliberations regarding their own remuneration or related issues.

Code of Conduct
Nomination Committee Charter
Remuneration Committee Charter
Share Trading Policy