Corporate Information
Morning Star Gold NL ABN 34 003 312 721Level 4, 20 Loftus Street Sydney NSW Australia 2000 T
02 9291 3888 F
02 9291 3899 ## NEW NUMBERS ## W. Morning Star Gold - Hit this link to access our Website |
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Issued Capital
106,755,743 Options (Exp 31 March 2010 - 10c to pay) (ASX: MCOOB) 561 Optionholders as at 7th NOV 2009 Top 20 Optionholders hold 55%
Major Shareholders
Goldsearch Limited 3.5% Secretary and Registered Office
Share Registry
LawyersBlackiston & Crabb 1202 Hay St. West Perth WA 6005 T 08 9322 7644 F 08 9322 1506
PR ConsultantsJohn Kennedy (JKPR) PO Box 115 Albert Park Victoria 3206 T 03 9500 0432 F 03 9500 0435
Corporate Governance Statement
Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council have been applied for the entire financial year ended 30th June 2008.
Corporate Conduct
All directors, officeholders, employees and consultants are expected to act with the utmost integrity and objectivity and to enhance the reputation and performance of the company overall and in accordance with the Corporations Act and all other relevant corporate rules such as the ASX listing rules.
The Board of Directors
The skills, experience and expertise relevant to the position of each director who is in office, are detailed elsewhere in this website under the heading “About MCO; Our Team; Directors”. The board generally holds 6 formal meetings throughout each financial year. At the present time, the board comprises 5 directors; 2 executive directors, being the Chief Executive Officer and the Chairman and 3 non-executive directors, as follows:
Max Michael Garling – Executive Chairman (appointed on 19th December, 2003) Nicholas Mark Garling – MD / Chief Executive Officer (appointed on 20th March, 2007) Malcolm Harvey Bird – Non-Executive Director (appointed on 18th June, 1987) Jeffrey Wayne Williams – Non-Executive, Independent Director (appointed on 26th February, 2004) Peter Gilbert Jackson – Non-Executive Director (appointed on 10th March, 2008)
Jeffrey Wayne Williams is considered to be an independent director as he is neither a substantial shareholder in the company nor receives remuneration from the company other than in relation to his position as a director. The board is responsible for the overall Corporate Governance of the company and its primary functions include:
• The strategic direction of the company • Approval of the long term goals for management and monitoring the achievement of these goals on behalf of the shareholders; • The approval of the annual and half-yearly financial statements; • The review and adoption of annual budgets for the financial performance of the company and monitoring the results throughout the year; • Ensuring the company has implemented adequate systems to monitor compliance activities, risk management and occupational health and safety requirements.
The company does not comply with best practice recommendations 2.1: “A majority of the board should be independent directors”; 2.2: “The chairperson should be an independent director”; and 2.4: “The board should establish a nomination committee”. However, the board believes that for a company of its size and considering the extent of its operations that its present composition provides for efficient decision making required by the company in its current circumstances. Also, the board does not believe that the formal establishment of a nomination committee is warranted by its size, as in effect, the board as a whole acts as the nomination committee. The board’s nomination of directors and executive officers and other managers, is dependent on the candidate’s range of skills and experience relevant to the business of the company. The Chairman has conducted a performance evaluation for the board and its members during the financial year using generally accepted industry practices.
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