Full Press Release Details
Rules 4.7.3 and 4.10.31
Corporate Governance Council Principles and Recommendations
| Name of entity |
| Immuron Limited |
| ABN/ARBN | Financial year ended | |
| 80 063 114 045 | 30 June 2019 |
Our corporate governance statement2
for the above period above can be found at:3
| these pages of our annual report: | ||
| this URL on our website: | http://www.immuron.com.au/corporate-directory-and-governance/ |
The Corporate Governance Statement is accurate and up to date
as at 30th August 2019 and has been approved by the Board.
| Date here: | 30 th August 2019 | |
| Sign here: | /s/ Phillip Hains | |
| Director / Company Secretary | ||
| Print name: | Phillip Hains |
Listing Rule 4.10.3 requires an entity that is included in the
official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements
of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose
the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting
period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement
must separately identify that recommendation and the period during which it was not followed and state its reasons for not following
the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include
its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance
statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current
as at the effective date specified in that statement for the purposes of rule 4.10.3.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. | the fact that we follow this recommendation: in our Corporate Governance Statement and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): in our Corporate Governance Statement AND at this location: http://www.immuron.com | |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. | the fact that we follow this recommendation: in our Corporate Governance Statement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| 1.5 | A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or (2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. | an explanation why that is so in our Corporate Governance Statement | |
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. | the evaluation process referred to in paragraph (a): in our Corporate Governance Statement and the information referred to in paragraph (b): in our Corporate Governance Statement | |
| 1.7 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. | the evaluation process referred to in paragraph (a): in our Corporate Governance Statement and the information referred to in paragraph (b): in our Corporate Governance Statement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE | |||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. | [If the entity complies with paragraph (a) (2):] the fact that we have a nomination committee that complies with paragraph (a) (2): in our Corporate Governance Statement and a copy of the charter of the committee: at this location: http://www.immuron.com and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement AND at this location: http://www.immuron.com | an explanation why the entity does not comply with 2.1(a)(1) is in our Corporate Governance Statement |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. | our board skills matrix: at this location: http://www.immuron.com |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. | the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement the length of service of each director: at this location: http://www.immuron.com | |
| 2.4 | A majority of the board of a listed entity should be independent directors. | in our Corporate Governance Statement | |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| 2.6 | A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. | our code of conduct or a summary of it: at this location: http://www.immuron.com |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and | [If the entity complies with paragraph (a) (2):] the fact that we have an audit committee that complies with paragraph (a) (2): in our Corporate Governance Statement and a copy of the charter of the committee: at this location: http://www.immuron.com and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement AND at this location: http://www.immuron.com | an explanation why the entity does not comply with 4.1(a)(1) is in our Corporate Governance Statement |
| (2) is chaired by an independent director, who is not the chair of the board, | |||
| and disclose: | |||
| (3) the charter of the committee; | |||
| (4) the relevant qualifications and experience of the members of the committee; and | |||
| (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR | |||
| (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. | |||
| 4.2 | The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. | the fact that we follow this recommendation: in our Corporate Governance Statement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| 4.3 | A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. | our continuous disclosure compliance policy or a summary of it: the fact that we follow this recommendation: in our Corporate Governance Statement AND at this location: http://www.immuron.com | |
| PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. | information about us and our governance on our website: at this location: http://www.immuron.com | |
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| 6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. | our policies and processes for facilitating and encouraging participation at meetings of security holders: in our Corporate Governance Statement AND at this location: http://www.immuron.com |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| 6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| PRINCIPLE 7 - RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework. | [If the entity complies with paragraph (a) (2):] the fact that we have a committee or committees to oversee risk that comply with paragraph (a) (2): in our Corporate Governance Statement and a copy of the charter of the committee: at this location: http://www.immuron.com and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement AND at this location: The Directors Report | an explanation why the entity does not comply with 7.1(a)(1) is in our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. | the fact that we follow this recommendation: in our Corporate Governance Statement | |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. | [If the entity complies with paragraph (b):] the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement AND |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| at this location: http://www.immuron.com | |||
| 7.4 | A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. | whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance Statement | |
| PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY | |||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; OR (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. | [If the entity complies with paragraph (a) (2):] the fact that we have a remuneration committee that complies with paragraph (a) (2): in our Corporate Governance Statement and a copy of the charter of the committee: at this location: http://www.immuron.com and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement AND at this location: The Directors Report | an explanation why the entity does not comply with 8.1(a)(1) in full is in our Corporate Governance Statement |
| Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed | |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. | separately our remuneration policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives: in our Corporate Governance Statement AND at this location: http://www.immuron.com | |
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. | our policy on this issue or a summary of it: in our Corporate Governance Statement |
The Board of Directors of Immuron Limited
("the Company") is responsible for the corporate governance of the Company and guides and monitors the business and affairs
of the Company on behalf of its shareholders.
The format of the Corporate Governance
Statement is based on the Australian Stock Exchange Corporate Governance Council's ("the Council") "Corporate Governance
Principles and Recommendations". In accordance with the Council's recommendations, the Corporate Governance Statement must
contain certain specific information and must disclose the extent to which the Company has followed the guidelines during the period.
Where a recommendation has not been followed,
that fact must be disclosed, together will the reasons for the departure. Immuron's Corporate Governance Statement is structured
with reference to the Council's principles and recommendations, which are as follows:
| Principle 1 | Lay solid foundations for management and oversight |
| Principle 2 | Structure the board to add value |
| Principle 3 | Act ethically and responsibly |
| Principle 4 | Safeguard integrity in corporate 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 |
with the spirit of the ASX Corporate Governance Principles and Recommendations, the Company
has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate
governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities
of the Company. Where the Company's corporate governance practices depart from the Principles and Recommendations, the Board has
offered full disclosure of the nature of, and reason for, the adoption of its own practice.
Immuron's corporate governance practices
were in place throughout the year ended 30 June 2019. For further information on the corporate governance policies adopted by Immuron
Limited, please refer to its website: www.immuron.com.
Principle 1: Lay solid foundations for
management and oversight.
The primary role of the Board is to provide
effective governance over the Company's affairs to ensure the interests of the shareholders are protected and the confidence of
the investing market is maintained whilst having regard for the interests of all the stakeholders.
This role is exercised by the Board, as
whole, and each Director exercising diligent attention to the affairs of the Company.
In particular the Board is responsible
To ensure that all new Board members understand
what is expected of them, in addition to their obligations under the Corporation Act, the Company provides them with a document
setting out the key terms and conditions relating to their appointment.
Through the Chief Executive Officer, management
is responsible to the Board for the:
The Company undertakes comprehensive reference
checks prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced,
and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders
for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.
The terms of the appointment of a non-executive
director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.
The Company Secretary
The Company Secretary is accountable directly
to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers
and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee
policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings.
The Company is committed to increasing
diversity amongst its employees, and not just in the area of gender diversity. Our workforce is employed based on the right person
for the job regardless of their gender, age, nationality, race, religious beliefs, cultural background, sexuality or physical ability
Executive and Board positions are filled
by the best candidates available without discrimination. The Company is committed to increasing gender diversity within these positions
when appropriate appointments become available. The Company is also committed to identifying suitable persons within the organisation,
and where appropriate opportunities exist, advance diversity to support the promotion of talented employees into management positions.
The Company has not set any gender specific
diversity objectives as it believes that multicultural diversity and other diversity factors are equally important within its organisation.
The following table demonstrates the Company's
gender diversity as at the date of this report:
| Number of Males | Number of Females | |||
| Directors | 7 | - | ||
| Key Management Personnel | 1 | - | ||
| Other Company Employees/Consultants | 6 | 4 |
Board Performance Review
The Board considers the ongoing development
and improvement of its own performance, the performance of individual directors and Board Committees as critical to effective governance.
The Board has adopted an informal self-evaluation
process to measure its own performance. The performance of the Board and individual directors is reviewed at least every year by
the Board as a whole. This process includes a review in relation to the composition and skills mix of the Directors of the Company.
Performance reviews involve analysis based on key performance indicators aligned with the financial and non-financial objectives
of the Company. A performance review in accordance with the processes disclosed occurred during 2019.
Performance Review of KMP
On at least an annual basis, the Board
conducts a formal performance review of the Chief Executive Officer and any other key management personnel (KMP). The Board assesses
the performance of KMP against qualitative and quantitative key performance indicators relevant to each KMP. A performance review
of KMP occurred during 2019 in accordance with this process.
The Board collectively and each Director individually may take,