Mint is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company
has endorsed the ASX Corporate Governance (Council) Principles of Good Corporate Governance and Best Practice Recommendations (ASX Principles). Mint seeks to follow the best practice recommendations for listed companies to the extent that it is practicable. Revised governance materials were approved by the Board in May 2007 (in anticipation of the Company's admission to the ASX).
Where Mint's corporate governance practices do not correlate with the practices recommended by the Council, the Company does not consider it practicable or necessary to implement these principles due to the size and stage of development of its operations and the Board's reasoning for any departure is explained.
Set out below are the fundamental corporate governance practices of Mint.
In governing the Company, the Directors must act in the best interests of the Company as a whole and be committed to spending sufficient time to enable them
to carry out their duties as Directors of the Company. In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of Mint.
Board responsibilities are set out in the Board Charter which is available on the Mint website (under "Corporate Governance").
The Board holds regular Meetings and Directors' attendance at Meetings this year is set out on page 12.
It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.
To assist the Board in discharging its functions, the following committees have been established:
(a) Audit & Risk Management Committee; and
(b) Remuneration & Nomination Committee.
These committees assume the roles advocated by the ASX Principles. Each Committee has its own Charter which is available on the Mint website. Details of the Members of each Committee and their attendance at Committee Meetings are set out on page 12.
The Committees do not currently comply with all of the recommendations regarding committees, as such compliance was considered neither practicable nor necessary due to the size and infancy of the Company and the mix of skills on the Board. As the Company is now maturing in its development and given the recent addition of two Non-Executive Directors, Terry Cuthbertson and John Skippen, who bring vast commercial experience to the Board deliberations, it is envisaged that committee membersip will be revised shortly so as to align with the ASX Principles.
The Company currently has five Directors, two of which, Alex Teoh and Andrew Teoh, are Executive Directors and founding members of the Mint Business.
Terry Cuthbertson (Chairman), David Ledger and John Skippen are all Non-Executive Directors. Further details about the Directors are set out on pages 8 and 9 of the Directors' Report.
As the business is currently in a growth phase, the Board is seeking to appoint additional Non-Executive Directors in the very near future. In making new appointments, the Board ensures that any candidate has the appropriate range of skills, experience and expertise that will best complement Board effectiveness.
Confidentiality
In accordance with legal requirements and agreed ethical standards, Directors and key executives have agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.
Company Code of Conduct
As part of its commitment to recognising the legitimate interests of stakeholders, Mint has an established Code of Conduct and Ethics (Code) to guide compliance with legal and other obligations to legitimate stakeholders. The Code governs all Mint commercial operations and the conduct of Directors, employees, consultants, contactors and all other people when they represent the Company. A copy of the Code is available on the Mint website (under "Corporate Governance").
Related Party Transactions
Related party transactions include any financial transaction between a Director and the Company and will be reported immediately to the Board who must attend to the transaction in accordance with the Corporations Act, ASX Listing Rules and general principles of sound commercial practice.
Trading in Mint Shares
The Company has adopted a share trading policy for the Directors, employees, consultants and contractors, which is appropriate for a company whose shares are
admitted to trading on the ASX. The Company takes all reasonable steps to ensure compliance by all relevant personnel. Executive officers and Directors are required to advise the Chairman of their intentions prior to undertaking any transaction in Company securities, which includes affirmation that the individual does not believe they are in possession of material non-public information. A copy of the Share Trading Policy is available on the Mint website (under "Corporate Governance").
At the time the half-year and full-year financial reports are to be approved by the Board, the Chief Executive Officer and Financial Controller will make the declaration required by s 295A of the Corporations Act and the statements required by ASX Principles 4.1 and 7.2.
The Audit & Risk Management Committee assists the Board in fulfilling its corporate governance responsibilities in regard to:
(a) the reliability and integrity of financial information for inclusion in the Company's financial statements;
(b) audit, accounting and financial reporting obligations of the Company;
(c) safeguarding the independence of the external auditor; and
(d) business or "financial" risk management.
The Board has designated the Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX.
The Board has established a written policy for ensuring compliance with Listing Rule disclosure requirements. A copy of the Company's Continuous Disclosure Policy is available on the Mint website (under "Corporate Governance").
The Company respects the rights of its shareholders and, to facilitate the effective exercise of those rights, the Company has established a Shareholder Communications Policy. A copy of the Shareholder Communications Policy is available on the Mint website (under "Corporate Governance").
The Board is responsible for risk oversight, establishing an internal control system designed to identify, access, monitor and manage business and financial risk. Management identify operational risks which are rated by reference to frequency and severity and included on the Company's risk register; the Board will receive an updated risk register as part of its monthly Board Papers. As set out above, the Board is assisted by the Audit & Risk Management Committee with monitoring of the Company's financial risks and internal controls.
Performance Review/Evaluation
The Remuneration & Nomination Committee is responsible for assessing the performance of senior management in line with individual contracts as and when needed. While no formal assessment took place during the year, from time to time the Chairman evaluates the performance of the Board and individual directors in an informal manner.
Education and Induction
Following extensive due diligence, new Directors will undertake an induction process whereby they will be given a full briefing on the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development.
Independent Professional Advice
and Access to Mint Wireless Information Each Director has the right of access to all Company information and employees. Further, the Board and each individual Director, subject to informing the Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at the Company's expense, up to specified limits, to assist them to carry out their responsibilities. Where appropriate, a copy of this advice is to be made available to all other members of the Board.
The Remuneration & Nomination Committee assists the Board in establishing policies to ensure that it remunerates fairly and responsibly. The remuneration policy is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated personnel. The Remuneration & Nomination Committee also ensures that adequate and appropriate performance conditions exist as a precursor to vesting of any equity-based remuneration (such as under the Mint Wireless Limited Employee Option Plan).
The Company's Code of Conduct ensures the Company maintains the highest standards of integrity, honesty and fairness in their dealings with all stakeholders.
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