Corporate Governance

The Board is responsible for the overall corporate governance of the Company and acknowledges, as a guiding principle, that it will at all times act ethically, honestly, and in accordance with the law, with a view to creating sustainable value for its shareholders.

The Board endorses the Corporate Governance Principles and Recommendations (ASX Recommendations) as published by the ASX Corporate Governance Council and has adopted corporate governance charters and policies reflecting those ASX Recommendations, to the extent appropriate having regard to the size and circumstances of the Company.

pdfPlease click here to download our Corporate Governance Statement.

pdfPlease click here to view all of our Corporate Governance Policies.


 

Responsibilities of the board

The responsibilities of the Board include:

  • protection and enhancement of shareholder value;
  • formulation, review and approval of the objectives and strategic direction of the Company;
  • monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
  • approving all significant business transactions including acquisitions, divestments and capital expenditure;
  • ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
  • the identification of significant business risks and ensuring that such risks are adequately managed;
  • the review of performance and remuneration of executive directors and key staff;
  • the establishment and maintenance of appropriate ethical standards; and
  • evaluating and, where appropriate, adopting with or without modification the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The Company has considered the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

The Company seeks to follow these recommendations for listed companies where appropriate for its size and operations. In cases where the Company determines it would be inappropriate to follow the principles because of its circumstances, the Company will provide reasons for not doing so in its Annual Report.

The Board will consider on an ongoing basis its Corporate Governance procedures and whether they are sufficient given the Company’s nature of operations and size.


Statement of Board and Management Functions

The Board of Directors has adopted a charter formalising the functions and responsibilities of the Board. The Board is ultimately responsible for all matters relating to the running of the Company.
pdfPlease click here to view our Board Charter


Code of conduct for directors and key executives

The Board has adopted a Code of Conduct for Directors and Key Executives which addresses matters relevant to the Company’s legal and ethical obligation to its stakeholders. The policy outlines its requirements with respect to; the directors discharge of duties; relationships; compliance with laws and ethics; conflicts of interest; confidentiality; use of company assets; competition; environment; health and safety; and the annual review of the code of conduct by the board.
pdfPlease click here to view our Code of Conduct for Directors and Key Executives


Share Trading Policy

The Share Trading Policy sets out the Company’s policy with regard to trading in Company securities. The policy applies to all directors, key management personnel and other employees of the Company and their associates. The policy outlines: the requirements; general prohibition on insider trading; restrictions on trading; additional restrictions on short-term trading; permission to trade; exceptions; required notification of proposed trade in Company securities; and notification of trade in the Company’s securities.
pdfPlease click here to view our Share Trading Policy


Audit Committee Charter

The Board has adopted an Audit Committee Charter outlining the composition of the committee; its responsibilities; authority; meeting requirements; reporting procedures; and oversight of the risk management system.
pdfPlease click here to view our Audit Committee Charter


Continuous Disclosure Policy

The Board has adopted a Disclosure Strategy to ensure that The Company complies with the disclosure requirements of the ASX Listing Rules. The strategy highlights the requirements for immediate notification; the procedure for disclosing the information; those responsible for disclosing this information; and policy review details.
pdfPlease click here to view our Disclosure Strategy


Shareholder Communications Strategy

The Board of directors aims to ensure that shareholders are informed of all major developments. The Shareholder Communications Strategy adopted by the Board, outlines responsibilities for reports issued to shareholders; ASX announcements; Annual General Meetings; maintenance of the Company website; requests for information; and review of shareholder communications.
pdfPlease click here to view our Shareholder Communications Strategy


Risk Management Policy

The Board has adopted the Risk Management Policy, which outlines the Board’s responsibility in identifying risk, maintaining the integrity of financial reporting, recognising the role of the auditor and reviewing the risk management policy.
pdfPlease click here to view our Risk Management Strategy


Remuneration Committee Charter

The Board has adopted a Remuneration Committee Charter outlining the composition of the committee; its responsibilities; meeting requirements; reporting procedures; and duties of the committee.
pdfPlease click here to view our Remuneration Committee Charter


Diversity Policy

The Company will develop, implement and monitor strategies, initiatives and programs to promote the Principle, including the achievement of gender diversity and review and report in same.
pdfPlease click here to view our Diversity Policy


 

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Director Profiles

Dr James Ellingford
DMgt, MBA, Post Grad Corp Man, AICD
Non-Executive Chairman

Dr Ellingford’s professional life culminated in being President of an international publicly listed billion dollar business with its headquarters in Geneva, Switzerland and New York, USA. He has vast experience in the international arena and has successfully developed close ties with both financial institutions as well as governments throughout the world.

Dr Ellingford holds a Post Graduate in Corporate Management, a Masters in Business Administration as well as a Doctorate in Management. Dr Ellingford also lecturers MBA students in Corporate Governance at a leading Sydney University and has a keen interest in ethics and governance.

 

Mr Terence Clee
BCom, LLB
Executive Director

Terence Clee holds a combined Bachelor of Commerce (Accounting) and Bachelor of Laws from the University of New South Wales. Terence commenced his career as an accountant at KPMG, working in Corporate Audit and Corporate Tax. He co-founded Hemsley Lawyers alongside lawyers from Allens Arthur Robinson and Blake Dawson (now Ashurst). Terence was responsible for the business development and strategic growth of the practice.

Terence has experience in the start-up and small cap space, having advised technology start-ups and junior miners on commercialisation, cross-border transactions, tax and R&D. He currently serves as a Director for an Australia-wide technology company in the real estate space and was previously a Director for a Sydney based serviced offices and managed services business for accountants, lawyers and financial planners. Terence is admitted to the Supreme Court of New South Wales.

 

Mr Peter Peebles
B.A (ESC), M Aus IMM, AIG
Non-Executive Director

Mr Peebles is a geologist, with 25 years’ experience in gold, manganese, lateritic nickel, uranium, iron ore and base metals. He has worked extensively within the Yilgarn and Pilbara regions of Western Australia as well as in the Kimberley. He has also worked in the Philippines and New Zealand. He has been Exploration Manager, Project Manager and Mine Manager for both large and small public companies as well as being a consultant geologist.

Mr Peebles is an experienced geologist, with 30 years’ experience in gold, manganese, lateritic nickel, uranium, iron ore, industrial minerals and base metals. He has worked extensively within the Yilgarn, Murchison, Pilbara, Great Southern and Kimberley regions of Western Australia as well the Philippines, China, Mongolia and New Zealand. He has been Exploration Manager, Project Manager and Mine Manager for both large and small public companies as well as being a consultant geologist.

Mr Peebles is a Member of the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Geoscientists.

 

Mrs Elizabeth Hunt
B.Sc, MAcc, CSA(Cert), GAICD
Company Secretary

Elizabeth has over fifteen years' corporate and accounting experience with a particular interest in governance. Elizabeth’s knowledge includes IPO management, governance & risk, company secretarial matters, ASX listing requirements, ASIC and other statutory reporting requirements, and financial accounting and reporting.

Elizabeth holds a BSc degree in Sustainable Development and has completed a Master of Accounting, the Governance Institute of Australia Certificate in Governance and Risk Management, and is a Graduate of the Australian Institute of Company Directors.

Elizabeth is Company Secretary of a number of ASX listed companies.

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Corporate Directory

Directors

Dr James Ellingford         Non-Executive Chairman

Mr Terence Clee               Executive Director

Mr Peter Peebles               Non-Executive Director

 

Company Secretary

Elizabeth Hunt

 

Registered Office and Principal Place of Business

Level 11, 216 St Georges Terrace,
PERTH WA 6000

POSTAL ADDRESS
GPO Box 2517,
PERTH WA 6831

 

Contact Details

Website:    www.victorymines.com
Email:       This email address is being protected from spambots. You need JavaScript enabled to view it.
Ph:             +61 8 9481 0389
Fax:            +61 8 9463 6103

 

Legal Advisors

Steinepreis Paganin
Level 4, The Read Buildings, 16 Milligan Street
PERTH WA 6000

 

Auditors

Bentleys Audit & Corporate (WA) Pty Ltd
Level 3, 216 St Georges Terrace,
PERTH WA 6000

 

Share Registry

Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH WA 6000
Phone: 1300 288 664 (local) | +61 29658 5414 (International)
Fax: +61 2 8583 3040

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