ERA is committed to high standards of corporate governance.
It is a fundamental part of the company's business practice. The Corporate Governance statement defines the rights and responsibilities of the board, auditors, institutional investors, private shareholders and other stakeholders. 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.
The appointment of external auditors is a function of the full board on the recommendation of the Audit and Risk Committee and is subject to approval by shareholders. Any work to be conducted by the external auditor outside the agreed scope of the audit is to be approved by the Audit and Risk Committee.
Policy for the rotation of external audit engagement partners
ERA selects and appoints external auditors, and rotates external audit engagement partners every five years.
Risk Management, internal compliance and control systems
ERA recognises that all aspects of our business involve significant risk, including both threats (downside risk) and opportunities (upside risk). We are committed to managing all sources of risk in a proactive and effective manner through competent risk management. This requires high quality risk analysis to allow appropriate management decisions to be taken at all levels in the company.
A number of systems are in place to identify and manage risk. These include:
- The identification and regular review of all the significant business risks facing the company;
- The provision of information by management to the board, on a periodic basis, as to the status of any plans, controls, policies, and/or procedures to manage the significant business risks;
- Guidelines for ensuring that capital expenditure and revenue commitments exceeding certain approved limits are placed before the board for approval;
- Limits and controls for all financial exposures, including the use of derivatives.
Health, Safety and Environment
The Company has established a Health, Safety and Environment Committee to provide oversight of ERA's health, safety and environment risks and responsibilities. Such oversight includes monitoring the following areas of ERA's business:
- the effectiveness of risk management processes employed in the areas of health, safety and environment;
- compliance with applicable laws, rules and regulations
- promotion of continuous improvement and Company culture in the areas of health, safety and environment; and
- the effectiveness of the Company's health, safety and environment processes, policies and standards, programs and initiatives.
Click here to review ERA's Health, Safety and Environment Committee Charter.
Click here to review ERA's Continuous Disclosure Policy.
ERA's share trading policy
Click here to review ERA's Share Trading Policy.
Board performance and appraisal process
In accordance with the requirements of its Charter, the Board performs annual evaluations of its performance and sets out the goals and objectives of the Board for the upcoming year.
Audit and Risk Committee Charter
Remuneration Committee Charter
Compliance Sub-Committee Charter
Schedule of Board Reserved Matter
Conflicts of Interest and Related Party Transactions Policy
Health Safety and Environment Committee Charter
Confidential whistleblower programme
The Company uses Rio Tinto's confidential whistleblower programme known as ‘Talk to Peggy’
Talk to Peggy is a confidential and independently operated whistleblowing 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 whistleblowing policy (called 'Speak Up 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.