King Solomon Mines Limited
ARBN: 122 404 666
Adopted by the Board on:
1 Overview 3
2 Scope 3
3 Promoting Diversity 4
4 Measurable Objectives 5
5 Gender Representation Review 5
6 Recruitment, Selection and Succession Planning 5
7 Compliance with Policy 6
8 Disclosure of Policy 7
9 Review of Policy 7
Listed companies are required to establish a diversity policy (which includes an obligation on boards to set measurable objectives for achieving gender diversity) and to disclose either the policy or a summary of that policy, the measurable objectives and progress towards achieving them in the Company’s Annual Report.
The suggestions for the content of the policy also advocate that the policy articulate a corporate culture which not only supports workplace diversity but also recognises that employees at all levels of the Company have domestic responsibilities, and include a commitment to and identification of ways to promote a corporate culture which embraces diversity when determining the composition of employees, senior management positions and those on the Board.
You will need to consider the Company’s vision for diversity and what kinds of objectives the Company is prepared to commit to in order to address this issue.
The Board of Directors of King Solomon Mines Limited (the Company) is responsible for the overall management of the Company, including guidance as to strategic direction, ensuring best practice corporate governance and oversight of management. The Company recognises that people are its most important asset, and is committed to the maintenance and promotion of workplace diversity.
The Company believes that the pursuit of diversity in the workplace increases its ability to attract, retain and develop the best talent available, creates an engaged workforce, delivers the highest quality services to its customers, enhances individual work-life balance, encourages personal achievement, improves co-operation and assists in the optimisation of organisational performance. Diversity in the workplace mirrors the diversity of the broader community, encompassing age, gender, ethnicity, cultural and other personal factors. The Company respects the diversity of all employees, consultants and contractors, and cultivates an environment of fairness, respect and equal opportunity.
The Nomination Committee has developed, and the Board has formally approved, a Diversity Policy which describes the Company's commitment to ensuring a diverse mix of skills and talent exists amongst its directors, officers and employees, to enhance Company performance. The Diversity Policy addresses equal opportunities in the hiring, training and career advancement of directors, officers and employees. It outlines the process by which the Board will set measurable objectives to achieve the aims of its Diversity Policy, with particular focus on gender diversity, within the Company. The Board is responsible for monitoring Company performance in meeting the Diversity Policy requirements, including the achievement of diversity objectives.
The drafting of this section assumes that the Policy will focus on achieving gender objectives, which is the minimum expected under the ASX Corporate Governance Principles and Recommendations. However, you should consider whether you would prefer to adopt a broader focus, in which case, the wording should be amended to reflect your priorities.
The Company’s vision for diversity incorporates a number of different factors, including gender, ethnicity, disability, age and educational experience. At a Board and senior management level, gender has been identified as a key area of focus for the Company. Accordingly, the primary focus of this Policy is achieving, over a reasonable transition period, adequate representation of women in senior management positions and on the Board.
The strategies outlined below aim to achieve the objectives of this Policy by:
- setting measurable objectives relating to gender at all senior management and leadership levels;
- broadening the field of potential candidates for senior management and Board appointments;
- increasing the transparency of the Board appointment process; and
- embedding the extent to which the Board has achieved the objective of this Policy in the evaluation criteria for the annual Board performance evaluation.
The following are examples of measures that companies are considering implementing to support the objectives set out in their diversity policies. You may wish to consider either participating in or implementing these or similar initiatives.
• Engaging a consultant to assist in identifying potential senior management candidates among existing female employees, and developing and implementing strategies to retain and develop the skills of the women identified.
• Engaging a diversity adviser to conduct an audit of the Company’s current policies and practices (including the Board appointment process, succession planning and development of management), and make recommendations to the Board as to the implementation of strategies to facilitate a more diverse management structure.
• Establishing an employee network to support the professional development of women within the Company. Several companies are also appointing a senior executive to sponsor the network, whose role is to provide a formal link between management and the network, support the objectives and initiatives of the network, and act as an advocate of the network at management meetings.
• Participating in the Australian Institute of Company Directors mentoring programme, which involves pairing mentors (generally chairmen of ASX-listed companies) with executive women and appropriately skilled and qualified women, from professional and other backgrounds, to prepare them for director responsibilities.
• Implementing an internship programme pursuant to which women from professional and other backgrounds are invited to attend Company Board committee meetings as “interns”. The Board committee interns receive first-hand exposure to the internal processes and procedures of a board committee in order to give them relevant board-level experience, and thus enhance their own credentials as suitably-qualified candidates.
In order to facilitate greater diversity in management and leadership roles, the Company will:
- introduce and supplement the measures outlined in this Policy;
- implement policies that address impediments to diversity in the workplace (including parental leave and flexible working arrangements that assist employees to fulfil their domestic responsibilities), and review these policies to ensure that they are available to, and utilised at, senior management levels; and
- monitor the effectiveness of, and continue to expand on, existing initiatives designed to identify, support and develop talented women / employees from a diverse range of backgrounds.
It is the responsibility of the Board to foster an environment where:
- individual differences are respected;
- access to employment, rewards and training opportunities is based on performance, skill and merit; and
- inappropriate attitudes, behaviours and stereotypes are confronted and eliminated.
In order to monitor the Company’s performance, the Board may set measurable objectives in relation to all aspects of diversity. These objectives may include procedural / structural objectives; initiatives and programmes and / or targets in respect of: the diversity of persons employed by (or who are consultants to) the Company; the diversity of persons on the Board; the nature of the roles in which persons are employed, including on fulltime, part-time or contracted bases, and in leadership, management, professional speciality or supporting roles; and the participation of persons at different remuneration bands, each by reference to gender, age, ethnicity and cultural background.
It is the Company’s objective to provide a fair and equitable workplace, free from discrimination related to age, gender, ethnic, cultural or other personal factors, in which diversity enhances Company performance and shareholder value. The Company encourages diversity at all levels of the organisation as a means of facilitating an appropriate mix of skills and talent to conduct its business. Active management of diversity in the workplace involves recognising and valuing the unique contribution people can make because of their individual backgrounds, different skills, experiences and perspectives.
Each year the Board will set measurable objectives with a view to progressing towards a balanced representation of women at a Board and senior management level. Performance against these objectives will be reviewed annually by the Nomination Committee, as part of its annual review of the effectiveness of this Policy.
Subject to the size and operations of the Company, the Board is committed to setting measurable objectives for the long-term goal of improving gender representation across all levels of the organisation. The Board will include in the Annual Report each year:
- a summary of the Company’s progress towards achieving the measurable objectives set under this Policy for the year to which the Annual Report relates; and
- details of the measureable objectives set under this Policy for the subsequent financial year.
Companies have the flexibility to assign diversity monitoring and reporting roles to the Board and its committees as is appropriate in the Company’s circumstances. Another board committee may be better placed to perform the review and reporting function, for example, a People Policy Committee or Remuneration Committee rather than the Nomination Committee. Whilst input from management and Human Resources will be required, commentary to the Principles and Recommendations contemplates that accountability for ensuring that this function will be carried out rests at a board level.
On an annual basis, the Nomination Committee will review the proportion of women who are employed by the Company as a whole in senior management positions and who are on the Board. The Nomination Committee will submit a report to the Board outlining its findings. The Company will disclose in its Annual Report the proportion of women employees in the Company as a whole, in senior management and on the Board.
The Company will provide equal opportunities in respect to employment and employment conditions, including:
• Hiring: The Board will ensure that appropriate selection criteria, based on diverse skills, experience and perspectives, are used when recruiting new staff and Directors.
Job specifications, advertisements, application forms and contracts will not contain any direct or inferred discrimination.
- Training: All internal and external training opportunities will be based on merit, and Company and individual needs. The Board will consider senior management training and executive mentoring programmes to develop skills and experience to prepare employees for senior management and Board positions.
- Career Advancement: All decisions associated with career advancement, including promotions, transfers, and other assignments, will meet the Company's needs, and be determined on skill and merit.
- Work Environment: The Company will ensure that all officers, employees, consultants and contractors have access to a work environment that is free from harassment and unwanted conduct in relation to personal circumstances or characteristics. Directors, managers and supervisors will ensure that complainants or reports of sexual, racial or other harassment are treated seriously, confidentially and sympathetically by the Company.
The Nomination Committee is responsible for the development and succession planning process for the Managing Director and the Managing Director’s direct reports. In discharging this responsibility, the Nomination Committee will have regard to diversity criteria.
Whilst skills such as leadership and previous experience as a chief executive, chair or board member of a large organisation with international operations have traditionally been prerequisites to appointment as a director, the Board recognises that other skills gained from experience in the following areas are key skills and experience that the Board as a whole should comprise:
- marketing and sales;
- policy and regulatory development and reform;
- health, safety and environment and social responsibility; and
- human resources.
The Board will develop and disclose a board appointment process, which includes selection criteria having regard to the skills and experience outlined above, and the selection process for senior management positions.
The Nomination Committee is responsible for identifying qualified individuals for appointment to the Board. In identifying candidates, the Nomination Committee will have regard to the selection criteria set out in the board appointment process, which will include:
- skills, expertise and background that add to and complement the range of skills, expertise and background of the existing Directors;
- diversity; and
- the extent to which the candidate would fill a present need on the Board.
7 Compliance with Policy
The Board will proactively monitor Company performance in meeting the standards and policies outlined in this Policy. This will include an annual review of the diversity objectives set by the Board, and its progress in achieving them. The Board will consider setting key performance indicators for the Board, the Managing Director and senior executives that are linked to the achievement of the diversity objectives set by the Board.
It is the responsibility of all Directors, officers, employees, consultants and contractors to comply with the Company's Diversity Policy, and report violations or suspected violations. Any breach of compliance with this Diversity Policy is to be reported directly to the Managing Director, Chairman or to the Report and Investigation Officer, as appropriate. Anyone breaching this Diversity Policy may be subject to disciplinary action, including termination.
A summary of this Policy and the Company’s achievement of the Policy’s objectives will be disclosed in the Annual Report.
The Nomination Committee is responsible for the review and oversight of this Policy. In executing this role, the Nomination Committee will, with the appropriate support and input from management:
- review on an annual basis:
report to the Board on the outcomes of its review, including any recommendations for changes to those strategies or the way in which they are implemented.
- the effectiveness of this Policy, its objective and the strategies outlined above, which aim to achieve the objective; and
- the division of responsibilities and accountability for developing and implementing diversity initiatives across the organisation; and