Investor Relations > Corporate Governance > Board Charter

CORPORATE GOVERNANCE

BOARD CHARTER

This statement summarises the role and responsibility of the board of Uranex NL ("Uranex"). The disclosure of the role and responsibility of the board is designed to assist those affected by corporate decisions to better understand the respective accountabilities and contributions of the board and management of Uranex.

It must be noted that the roles and responsibilities of the board will evolve as the company moves forward. As such, a regular review of the balance of responsibilities is seen to be appropriate to ensure that the division of the functions remains appropriate to the needs of the company.

This policy statement is only a summary of the matters reserved to the board, and should therefore only be used as a general guide, which is not to be used in a legal capacity.

The Board of Directors

The company’s Constitution provides that the number of directors shall not be less than three and more than ten. There is no requirement for any share holding qualification.

The board of directors of Uranex is responsible for the corporate governance of the Group including the strategic direction, establishing goals for management and monitoring the achievement of these goals. An audit committee has been established to assist the board in the execution of its responsibilities.

The board consists of two executive directors and three non-executive directors. The consents in writing of each director are on file, and all directors have made all necessary disclosures relating to potential conflicts of interest. Details of the directors are set out in the Annual Report.

The composition of the board is reviewed on a regular basis to ensure that it has the appropriate mix of expertise and experience. Should it be necessary to appoint a new director, for whatever reason, appropriate candidates would be selected, with advice from an external consultant. The full board may then appoint the most suitable candidate, who must stand for re-election at the next Annual General Meeting, and be re-elected at three yearly intervals. No policy exists for the retirement of non-executive directors.

Each director has the right to seek independent professional advice at the company’s expense. However, prior approval of the chairman is required, and such approval shall not be unreasonably withheld.

Appointments to Other Boards

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.

Independence

An independent director is a non-executive director (ie is not a member of management) and:

• is not a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the compan
y;
• within the last three years has not been employed in an executive capacity by the company or its subsidiaries, or been a director after ceasing to hold any such employment;
• is not a principal or employee of a professional adviser to the company or its subsidiaries whose billings exceed five per cent of the adviser’s total revenue. A director who is a principal or employee of a professional adviser will not participate in the provision of any service to the company by the professional adviser;
i
• s not a significant supplier or customer of the company or its subsidiaries, or an officer of or otherwise associated directly or indirectly with a significant supplier or customer. A significant supplier is defined as one whose revenues from the company exceed five per cent of the supplier’s total revenue. A significant customer is one whose amounts payable to the company exceed five per cent of the customer’s total operating costs;
• has no material contractual relationship with the company or its subsidiaries other than as a director of the company;
• has not served on the board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company;
• is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the company.

Term

In accordance with the Constitution of the company, no director shall hold office for a continuous period in excess of three years without submitting for re-election.

ROLE OF THE BOARD

Key Responsibilities

The management and control of the business of Uranex is vested in the board. The board’s primary responsibility is to oversee Uranex’s business activities and management for the benefit of Uranex’s shareholders. The board also recognizes its responsibilities to Uranex’s employees, the environments and communities in which Uranex operates and where appropriate, other stakeholders. The board strives to create shareholder value and ensure that shareholder’s funds are prudently safeguarded.

The key responsibilities of the board include:

• Appointing, evaluating, rewarding and if necessary the removal of the Managing Director (“MD”) and senior management;
• Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;
• Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the company;
• Overseeing the management of business risks, safety and occupational health, environmental issues and community development;
• Satisfying itself that the financial statements of the company fairly and accurately set out the financial position and financial performance of the company for the period under review;
• Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately. Further, approving and monitoring financial and other reporting;
• Assuring itself that appropriate audit arrangements are in place;
• Ensuring that the company acts legally and responsibly on all matters; and
• Reporting to and advising shareholders.