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Corporate Governance

This Section summarises the main corporate governance practices that have been adopted by the Company. The Board has adopted a Board Charter, a Code of Conduct and a set of Board policies regarding continuous disclosure, shareholder communication and share trading to assist it to discharge its corporate governance responsibilities.

Summary of Board Charter

The Board Charter explains the Company's commitment to corporate governance. The Board Charter sets out guidelines for the operation of the Board, and its membership. The role of the Board as set out in the Board Charter is to oversee the management of the Company. For the Board to achieve this, it must appoint appropriately skilled management and delegate sufficient powers to management to allow them to manage the Company's business effectively. The Board Charter provides that the Board will decide and review on a regular basis (at least annually) what it will delegate to management and what it will reserve for itself. The Board will generally set the limits of management's authority and establish delegation guidelines by:
- agreeing to a statement of matters that are reserved for the Board;
- approving a statement of delegations (to Board subcommittees and management); and
- formulating the Chief Executive Officer's and other executive employees position descriptions.
The Board Charter describes the division of the responsibilities between the Chairman and the Chief Executive Officer. The Board Charter sets out the criteria used by the Board when considering whether a director is independent.
Any Director may obtain independent legal, accounting and commercial advice as the Director, acting reasonably, thinks necessary or desirable to permit him or her to fully and effectively discharge his or her duties and responsibilities as a member of the Board. The Company will pay for the cost and expense for this independent professional advice, provided that if the cost of such advice exceeds $5,000, prior written approval of the Chair has been obtained.
The Board will, at least annually, discuss and analyse its own performance during the year, including suggestions for change or improvement and the Chair will separately meet with each non-executive director to discuss individual performance and ideas for improvement.

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Summary of Code of Conduct

The Code of Conduct sets out standards of conduct that employees, contractors, managers, officers and directors ("personnel") of the Company and its controlled entities are expected to meet. The objective of the Code of Conduct is to ensure compliance with all relevant legislation; the reasonable expectations of the communities in which the Company operates are fulfilled, by acknowledging the rights of various stakeholders; high standards of corporate and individual behaviour are observed by all personnel; personnel are aware of their responsibilities to the Company under their contracts of directorship or employment; and all persons dealing with the Company, whether it is personnel, shareholders, supplier, customers or competitors can be guided by the stated values of the Company.
The Code of Conduct sets out directives for personnel relating to conflicts of interest, protection of the Company's assets and confidentiality.
The Code of Conduct also sets out directives for personnel relating to business hospitality and prohibited payments and political involvement and donations.

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Summary of Share Trading Policy

The Company has adopted a policy that imposes certain restrictions on Directors and senior executives trading in the securities of the Company. The restrictions have been imposed to prevent any contraventions of the insider trading provisions of the Corporations Act. The key aspects of the policy are:
- trading whilst in the possession of material price sensitive information is prohibited under any circumstance;
- trading is not permitted in the one month period preceding the announcement of the Company's annual or half year results and the annual general meeting;
- trading is permitted in the one month period commencing 24 hours after the announcement of the Company's annual and half year results and the conclusion of the annual general meeting;
- trading outside the window referred to above is only permitted if the person is not, at the time of the proposed dealing, in possession of any price sensitive information and the person obtains the prior written approval of the Chair to trade.
Summary of Continuous Disclosure Policy and Shareholders Communication Policy
The Board has adopted a Shareholders Communication Policy to ensure appropriate disclosure of information to its Shareholders and to the market in accordance with its obligations to the public and continuous disclosure obligations imposed by the Corporations Act and the Listing Rules.
Under the Shareholders Communication Policy, the Board is primarily responsible for monitoring all company disclosure practices. The Board has also adopted a Continuous Disclosure Policy under which the Company Secretary is designated as the disclosure officer responsible for reviewing potential disclosures and deciding what information should be disclosed.

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Risk Management

The Board has deferred adoption of a Risk Management Policy until the Board has received its risk assessment report from a risk management consultants to be appointed. The appointment of a risk management consultant is directed by the board pursuant to a resolution passed prior to the admission of the Company to the Official List of ASX on Friday 18 February 2011.

 
Audit Committee

Subsequent to lodgement of its financial report, on 18 March 2011, the Board established an Audit Committee. The Board further formalised this arrangement and adopted a formal Audit Committee Charter to govern the responsibilities, structure and conduct of the Audit Committee.
The role of the Audit Committee is to assist the board in fulfilling its corporate governance and oversight responsibilities in relation to the group's financial reporting, internal control structure, risk management processes and external audit functions.

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Nomination and Remuneration Committee

Subsequent to lodgement of its financial report, on 18 March 2011, the Board established a Nomination and Remuneration Committee. The Board further formalised this arrangement and adopted a formal Nomination and Remuneration Committee Charter to govern the responsibilities, structure and conduct of the Nomination and Remuneration Committee.
The role of the Nomination and Remuneration Committee is to assist the board with the selection and appointment of Directors who are able to meet the needs of the Company and the ongoing evaluation and review of the performance of the board and to support the Board in designing and executing responsible remuneration and human resource structures, policies and procedures which attract, motivate and retain high performing directors, executives and key employees who will be best able to contribute to the ongoing success of the Company and remuneration structures designed within the appropriate control frame work.

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Summary of Continuous Disclosure Policy

Blackgold International Holdings Limited has implemented this policy to ensure appropriate disclosure of information to its Shareholders and the market in accordance with its obligations to the public and continuous disclosure obligations imposed by both the Corporations Act and Listing Rules.

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Summary of Shareholder Communication Policy

Blackgold International Holdings Limited has implemented this policy to ensure appropriate disclosure of information to its Shareholders and the market in accordance with its obligations to the public and continuous disclosure obligations imposed by both the Corporations Act and Listing Rules.

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