ERA is committed to high standards of corporate governance.
ERA and its directors and employees are committed to high standards of business conduct and compliance with the law. These standards and principles are set out in the ERA Code of Business Conduct.
Governance Framework & Structure
ERA’s commitment to acting responsibly plays a critical role in our legacy as a business. We take a unified approach to corporate governance to comply with the regulatory obligations associated with our obligations as an ASX listed company.
Board Governance
The principal role of the ERA board is to provide leadership within a framework of prudent and effective controls that enables risk to be assessed and managed.
Our directors are also collectively responsible for the stewardship and long-term legacy of the Group. Through the independent oversight of management, they are accountable to shareholders for the performance of the business. In performing this duty, the board recognises its wider responsibility to the interests of employees, customers, suppliers and other stakeholders as well as communities and the environment. The board also recognises the desirability of maintaining a reputation for high standards of business conduct.
ERA’s Board Charter sets out the role, responsibilities, structure, composition and conduct of the company board. Matters for consideration by the board are decided in accordance with the Schedule of Matters for Decision or Consideration by the Board Charter.
Responsibility for day-to-day management of the business is delegated to the Chief Executive and through him to other members of the Executive Committee under a Group delegation of authority framework. Several management committees support the Chief Executive in the performance of his duties.
Board Committees
The board has established sub-committees responsible for audit, risk, remuneration, health, safety and environmental issues. These committees help the board ensure high standards of corporate governance are maintained by ERA.
The committees are governed by terms of reference, set and approved by the board, which are reviewed annually. The membership of each committee can be found in the board of directors’ section.
The governance of these committees is laid out in the following committee charters:
Sustainability Committee Charter
Rehabilitation Committee Charter
Audit and Risk Committee Charter
Remuneration Committee Charter
Independent Board Committee Charter
More details on the activities of each committee are set out in the Governance report of ERA's Annual Reports.
Shareholder Communications Notice
Energy Resources of Australia Ltd (ERA or the Company) security registers are maintained by Computershare Investor Services Pty Limited (Computershare).
Security holders who wish to update personal or contact information, elect to receive communications electronically, such as the Company’s annual report or notice of meeting, or provide banking details can do so via www.computershare.com.au/easyupdates/era and follow the prompts, or contact Computershare (using the details below).
When you use Easy Update or contact Computershare you will need your Security Reference Number (SRN) or your Holder Identification Number (HIN) and your postcode. Both numbers are on your Issuer Sponsored/CHESS statements.
Risk Management and Financial Reporting
ERA directors are required to prepare financial statements for each financial period to give a true and fair view of the position of the company and of the profit or loss and cash flows for that period.
The directors are also responsible for maintaining proper accounting records, in accordance with the Australian law. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.
External Auditors
We have adopted policies designed to uphold the independence of ERA’s external auditor. When performed, all non-audit services are reviewed by the Audit and Risk Committee to ensure they do not impact on the impartiality and objectivity of the auditor and do not undermine the general principles relating to auditor’s independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Further details about the external auditor’s independence can be found in our most recent Annual Report.
KPMG is the auditor of Energy Resources of Australia. KPMG was appointed as the external auditor in 2020.
Disclosure Controls & Procedures
ERA makes full and immediate disclosures to its shareholders and the market as required by, and in accordance with, its legal and regulatory obligations. Established systems are in place to ensure compliance and matters that may have a material impact on the price or value of ERA’s securities are reported to the market in accordance with the ASX Listing Rules and the Corporations Act 2001. Management is responsible for establishing and maintaining adequate internal controls over financial reporting. These controls, supervised by the Chief Executive and Chief Financial Officer, provide reasonable assurance regarding the reliability of the Group’s financial reporting and the preparation and presentation of financial statements for external reporting purposes, in accordance with International Financial Reporting Standards (IFRS).
More details on internal controls are set out in the Corporate Governance Report of our most recent Annual Report.
Integrity of corporate reports
ERA has a thorough and rigorous review process in place to ensure integrity of the periodic reports we release to the market. The company communicates with the market through accurate, clear, concise and effective reporting, and contents of periodic reports are verified by the subject matter experts and reviewed by the relevant Group functions. Such reports are then reviewed and considered by the Board for release to the market.
Risk Management Approach
ERA is exposed to a variety of risks that can have financial, operational and compliance impacts on our business performance, reputation and licence to operate.
The board recognises that creating shareholder returns and positive stakeholder outcomes involves assessing and accepting risk. The effective management of risk is therefore critical to supporting the delivery of ERA’s strategic objectives.
ERA’s approach to risk management, underpinned by the Risk Policy, which aims to embed a risk-aware culture in all decision-making, as well as a commitment to managing risk in a proactive, effective manner. This includes the early identification and evaluation of risks, the management and mitigation of risks before they materialise, and dealing with them effectively in the event they do materialise. Accountability for risk management is clear throughout ERA and is a key performance area of line managers.
Disclosure
To ensure that trading in its securities takes place in an informed marketplace, ERA’s Board oversees compliance with its continuous disclosure obligations. The ERA Continuous Disclosure Policy and the internal procedures adopted in relation to disclosure and management of relevant information, support compliance with ERA’s disclosure obligations.
The Board is responsible for determining whether information relating to ERA may require disclosure to the markets under the continuous disclosure requirements in Australia. The specific focus of the Board is to consider and determine on a timely basis whether information would, to the extent that the information is not public and relates directly or indirectly to ERA, be likely to have a material impact on the price of ERA Securities if that information were generally available.
We make an immediate disclosure (unless an exemption applies allowing a delay) to the Australian Securities Exchange in accordance with their rules of any information that a reasonable person would expect to have a material effect on its share price. All information released to the markets is posted on the ASX Announcements section of the website.
Share Trading Policy
ERA has in place a formal policy that reinforces to all Directors, officers and employees the prohibitions against insider trading.
In addition, the “Rules for dealing in securities of Rio Tinto” (Dealing Rules) apply to the participation of ERA executives in the Rio Tinto long term incentive plans involving the awarding of Rio Tinto securities at a future date. Any such grants of shares and options under the Rio Tinto plans are subject to, and conditional upon, compliance with the terms of the Dealing Rules, including an express prohibition on hedging or limiting of exposure to economic risk in relation to such securities.
Whistleblower Policy
The Company uses Rio Tinto's confidential reporting programme known as ‘myVoice’
myVoice is a confidential and independently operated reporting programme. It offers an avenue through which our employees, contractors, suppliers and customers can report concerns anonymously, subject to local law.
These can include concerns about the business, or behaviour of individuals, including suspicion of violations of financial reporting, safety or environmental procedures or other business integrity issues. The programme features telephone and web submissions, a case management tool to manage cases, and a reporting tool to allow for improved analysis of case statistics and reporting.
Rio Tinto's confidential reporting policy (called 'myVoice Procedure') explains how concerns regarding matters relating to ERA (as a majority-owned, 'Rio Tinto Entity'), its business and its people can be raised, in confidence and without fear of retaliation. The Procedure also sets out who can make a report and what you can expect if you do report a concern.