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1.1 RAMcap Pty Ltd (RAMcap) is a proprietary limited investment company.This charter sets out the principles for the operation of the Board of RAMcap Pty Ltd and its controlled entities (“the Company”)
1.2 The board is responsible for the corporate governance of RAMcap.
1.3 The purpose of this charter is to:
(a) promote high standards of corporate governance;
(b) clarify the role and responsibilities of the board; and
(c) enable the board to provide strategic guidance for RAMcap and effective management oversight.
1.4 This charter is supported by RAMcap’s corporate code of conduct and the disclosure policy.
1.5 RAMcap presently has a majority of non-executive directors.
2.1 There must be a minimum of three directors and may only be a maximum of 5 directors. (TBC)
2.2 The board must comprise:
(a) a minimum of two independent non-executive directors including the chairman;
(b) no more than three directors who are not independent;
(c) directors with an appropriate range of skills, experience and expertise;
2.3 An independent non-executive director is one who:
(a) is independent of management;
(b) otherwise meets the criteria for independence set out in the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council.
2.4 Each director is appointed by a formal letter of appointment setting out the key terms and conditions of their appointment to ensure that each director clearly understands RAMcap’s expectations of him or her.
3.1 The board acts in the best interests of RAMcap as a whole and is accountable to provide leadership and strategic guidance for the company.
3.2 The board is responsible for:
(a) the overall governance and leadership of the company
(b) appointing and removing the Managing Director and the Chairperson;
(c) monitoring the performance of the Managing Director and the Chairperson;
(d) ratifying the appointment, and where appropriate, the removal of the company secretary;
(e) approving strategic business initiatives
(f) determining dividend policy and the amount, timing and nature of dividends to be paid
(g) approving market sensitive and material asx releases
(h) overseeing and approving the corporate governance model
3.3 Role and responsibilities of directors associated with a significant shareholder:
(a) A director who has been appointed at the request of or by virtue of a nomination from a significant shareholder is subject to the same duties as any other director of RAMcap, including:
. iii. recognise and maintain the confidentiality of RAMcap information and, in particular, information that is or may be price sensitive.
. (b) Any information which comes into such a director’s possession, by virtue of their acting as a director, must not be communicated to the significant shareholder without the consent of the Chairperson.
7.1 The Chairperson of the board:
(a) is appointed by the directors; and
(b) may not be the same person as the Managing Director and the Managing Director may not become the Chairperson of the board.
7.2 The responsibilities of the Chairperson of the board include:
(a) providing leadership to the board and RAMcap;
(b) promoting the efficient organisation and conduct of the board’s functions;
(c) ensuring the board considers and adopts strategies designed to meet present and future needs of RAMcap;
(d) monitoring the performance of the board;
(e) facilitating board discussions to ensure core issues facing RAMcap are addressed;
(f) ensuring adequate flow of relevant information to all directors;
(g) facilitating the effective contribution and ongoing development of all directors;
(i) ensuring the board regularly meets to consider RAMcap’s performance and key issues facing it;
(j) chairing general meetings.
8.1 Responsibility for day to day management and administration of RAMcap is delegated by the board to the Managing Director. (CEO?)
8.2 The Managing Director manages RAMcap in accordance with the strategy, plans and policies approved by the board.
8.3 The Managing Director is appointed by the board.
8.4 The Managing Director may not be the same person as the Chairperson and the Managing Director may not become the Chairperson of the board.
8.5 The responsibilities of the Managing Director include:
(a) developing and recommending to the board strategies, business plans and annual budgets for RAMcap;
(b) implementing investment strategies, business plans and budgets adopted by the board;
(c) providing effective leadership, direction and supervision of the executive team to achieve the strategies, business plans and budgets adopted by the board;
(d) developing and managing resources, policies and systems to ensure the effective operation of RAMcap (including policies on risk management, internal controls and human resources);
(e) managing resources within budgets approved by the board;
(f) ensuring compliance with applicable laws and regulations;
(g) ensuring the board is given sufficient information to enable it to perform its functions, set strategies and monitor performance; and
(h) acting within authority delegated by the board.
8.6 The board has in place procedures to assess the performance of the Managing Director and executive team.
9.1 Directors are expected to attend and participate in board meetings and meetings of committees on which they serve.
9.2 Directors are expected to spend the time needed, and meet as often as necessary, to properly discharge their responsibilities.
9.3 Directors are expected to review meeting materials before board meetings and committee meetings.
9.4 Directors must exercise independent judgment when making decisions.
9.6 Directors must keep board information, discussions, deliberations, and decisions that are not publicly known, confidential.
9.7 Directors must comply with their legal duties when discharging their responsibilities as directors. Broadly, these duties are:
(a) to act in good faith and in the best interests of RAMcap;
(b) to act with care and diligence;
(c) to act for proper purposes;
(d) to avoid a conflict of interest or duty; and
(e) to refrain from making improper use of information gained through the position of director or taking improper advantage of the position of director.
10.1 The Company Secretary is responsible for the co-ordination of all Board business, including agendas, board papers, minutes, communication with regulatory bodies, the ASX Limited and all statutory and other filings.
10.2 The Board will appoint at least one Company Secretary. Appointment and removal of a Company Secretary will be subject to Board approval.
10.3 All Directors shall have direct access to the Company Secretary.
11.1 Directors are expected to not place themselves in a position which gives rise to an actual, potential or perceived conflict of interest or duty and must be mindful of their fiduciary obligations.
11.2 Directors must:
(a) fully and frankly inform the board of any personal or external business interest that may lead to an actual, potential or perceived conflict of interest or duty, or that might reasonably be thought to exist, as soon as the situation arises;
(b) take necessary and reasonable action to resolve or avoid any actual, potential or perceived conflict of interest or duty;
(c) obtain and follow independent legal advice to avoid or resolve any actual, potential or perceived conflict of interest or duty; and
(d) comply with the Corporations Act 2001 (Cth) and RAMcap’s constitution in relation to disclosing material personal interests and restrictions on voting.
11.3 If a conflict of interest or duty exists, or a situation arises which may give rise to an actual, potential or perceived conflict of interest or duty, any director to whom the conflict relates will:
(a) not be present when the board is discussing any matter to which the conflict relates; and
(b) not vote on the matter.
11.4 If a majority of directors who do not have an interest in a matter referred to in clause 10.3 resolve that the conflict should not disqualify a director from being present while the matter is being considered, then clause 10.3(a) will not apply and the director may be present.
11.5 If a majority of directors who do not have an interest in a matter referred to in clause 10.3 resolve that the conflict should not disqualify a director from voting while the matter is being considered, then clause 10.3(b) will not apply and the director may vote on the matter.
The independent directors may appoint one of their number as a “lead independent director”. The lead independent director will chair any board meeting or parts of board meetings where the Chairperson is absent or where he or she has absented himself or herself due to a conflict of interest.
11.7 Directors are expected to inform the Chairperson of the board of any proposed appointment to the board or executive of another company as soon as practicable.
12.1 Directors have access to any information they consider necessary to fulfil their responsibilities and to exercise independent judgment when making decisions.
12.2 Directors have access to:
(a) management to seek explanations and information from management; and
(b) auditors, both internal and external, to seek explanations and information from them without management being present.
12.3 Directors may seek any independent professional advice they consider necessary to fulfil their responsibilities and to exercise independent judgment when making decisions in accordance with the procedure agreed by the directors.
12.4 If the Chairperson of the board consents, RAMcap will pay a director’s costs of seeking independent professional advice. That consent may not be unreasonably withheld or delayed.
13.1 RAMcap has adopted a corporate code of conduct setting out its legal and other obligations to all legitimate stakeholders including employees, customers and the community.
13.2 Each director, officer and employee will be given a copy of the code of conduct applicable to their position when joining RAMcap.
14.1 The board will:
(a) communicate effectively with shareholders;
(b) give shareholders ready access to balanced and understandable information about RAMcap and its corporate goals; and
(c) make it easy for shareholders to participate in general meetings.
This charter was approved and adopted by the board on XX June 2018.