NOVONIX (ASX: NVX) is a listed company and is committed to effective corporate governance aligned with recommendations of the ASX.
Responsibility for NOVONIX's corporate governance rests with the Board.
The Board's governing principle in meeting this responsibility is to act honestly, conscientiously and justly, in accordance with the law, in the interests of Shareholders, employees and other stakeholders.
The Boards general function is to:
- chart strategy and outline financial targets for NOVONIX;
- monitor the implementation of strategy and performance against financial targets; and
- appoint and supervise the performance of executive management and generally to take and fulfil an effective leadership role in relation to NOVONIX.
Power and authority in certain areas is specifically reserved to the Board – consistent with its functions as outlined above. These areas include:
- the composition of the Board including appointment and retirement or removal of Directors;
- oversight of NOVONIX including its control and liability systems;
- where suitable, ratifying the appointment and retirement of removal of senior executives;
- reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliance;
- observing the execution of strategy by senior executives and consultants, and confirming adequate resources are available;
- approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and sales;
- approving and monitoring financial and other reporting;
- performance of investment and treasury functions;
- monitoring industry developments relevant to NOVONIX and its business;
- developing suitable key indicators of financial performance for NOVONIX and its business;
- having input in and granting final approval of corporate strategy and performance objectives developed by management;
- the overall corporate governance of NOVONIX including its strategic direction and goals for management and monitoring the achievement of these goals; and
- oversight of committees.
Composition of the Board
The Chairman is responsible for leadership of the Board and for the efficient organisation and conduct of the Board. The Chairman should facilitate the effective contribution by all Directors and promote constructive and respectful relations between Directors and between the Board, management and consultants. Otherwise, the Board must comprise members with a broad range of experience, expertise, skills and contacts relevant to NOVONIX and its business.
Board charter and policy
The Board has adopted a charter recognising the matters outlined above.
This charter outlines various other matters that are important for effective corporate governance including:
- a detailed definition of 'independence';
- a framework for the identification of candidates for appointment to the Board and their selection;
- a framework for individual performance review and evaluation;
- proper training to be made available to Director's both at the time of their appointment and on an ongoing basis;
- basic procedures for meetings of the Board and its committees – frequency, agenda, minutes and private discussion of management issues among non-executive Directors;
- ethical standards and values – formalised in a detailed code of ethics and values;
- dealings in securities – formalised in a detailed code for securities transactions designed to ensure fair and transparent trading by Directors, management and their associates; and
- communications with Shareholders and the market.
The purpose of the charter is to institutionalise good corporate governance and to build a culture of best practice in NOVONIX's own practices.
Securities trading policy
The Board has adopted a securities trading policy to provide guidance on trading in shares to Directors and employees of NOVONIX, and to other parties who may have access to price sensitive information. The trading policy is designed to ensure that any trading in NOVONIX's securities is in accordance with the law.
Continuous disclosure policy
The Board has adopted a continuous disclosure policy, which outlines procedures to be implemented by the Board to ensure NOVONIX complies with its continuous disclosure obligations – in particular, that NOVONIX will promptly disclose to the market any information which may have a material effect on the price of value of NOVONIX's shares. The continuous disclosure policy mandates a procedure to internally identify and report information which may need to be disclosed and outlines practical implementation processes in order to ensure any identified information is adequately considered and, if necessary, communicated to ASX and Shareholders.
NOVONIX Limited and its subsidiaries (NOVONIX) are committed to the highest standards of conduct and ethical behaviour in all of its business activities and in promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance.