CORPORATE GOVERNANCE

As an ASX-listed company, PanAust complies with a range of corporate governance policies and procedures.

To promote investor confidence and to assist companies meet stakeholder expectations, the ASX Corporate Governance Council has developed and released corporate governance guidelines for Australian listed entities – the Principles of Good Governance and Best Practice Recommendation. PanAust details  adherence to the principles and recommendations in a corporate governance statement each year in the Annual Report. Any departure from the guidelines is explained. To read the corporate governance statement for 2012, refer to pages 37-41 in PanAust's 2012 Annual Report.

PanAust measures its sustainability performance against international standards and commissions independent audits to evaluate its performance. PanAust applies the following external standards, systems and principles.

• The International Finance Corporation's (IFC) Performance Standards on Social and Environmental Sustainability for operating projects.
• The Minerals Council of Australia’s (MCA) Enduring Value* incorporating global industrial sustainability initiatives and providing guidance on the International Council on Mining and Metals’ (ICMM) Sustainable Development Framework.
• Alignment with the ICMM’s policy on climate change.
• The International Cyanide Management Code is a voluntary industry program administered by the International Cyanide Management Institute for the gold-mining industry that promotes the responsible use of cyanide; PanAust is a signatory to the Code and is certified in full compliance for the Ban Houayxai Gold-Silver Operation in Laos.
• The Global Reporting Initiative (GRI) sustainability reporting framework and guidelines; PanAust reports the GRI indicators that are material to its business as determined through its risk management approach, materiality determination process and feedback from stakeholders. See PanAust’s Sustainability Reports. 

*PanAust is an associate member of the MCA and a signatory to its ‘Enduring Value – The Australian Minerals Industry Framework for Sustainable Development’. The framework commits companies to upholding fundamental human rights and respecting cultures, customs and values in their dealings with people affected by their activities. As an associate member of the MCA, PanAust is committed to applying operational standards globally that are consistent with Australian operational standards, while accommodating variations as a result of cultural, geographical or environmental circumstances in Laos, Thailand and Chile. 

PanAust Board and Committees 

The PanAust Board has adopted a Charter which sets out their responsibilities and functions. The Board has also established a number of Committees: Audit, Remuneration, Nominations and Sustainability Committees. Each Committee plays an important role in the Company’s corporate governance activities: 

Each Committee has its own Charter defining its responsibilities and functions.

• Charter of the PanAust Board
• Charter of the Audit Committee
• Charter of the Remuneration Committee
• Charter of the Nominations Committee
• Charter of the Sustainability Committee

Corporate Governance Policies

PanAust has adopted the following corporate governance policies:

• PanAust's Vision and Values provide a framework for business strategy, and the Company’s behaviour and culture.
• Code of Conduct provides guidance as to the standard of behaviour required of directors and employees of PanAust.
• Trading in Shares and other Securities provides the procedures which govern trading in PanAust shares and other securities by Directors, employees, consultants and contractors. PanAust's Diversity Standard provides the basis upon which PanAust promotes diversity across its operations and Board membership. This standard is made in accordance with the PanAust Employee Policy.
• Continuous Disclosure Policy documents the procedures and processes PanAust has in place to ensure that it complies with its continuous disclosure obligations.
• Enterprise Risk Management Policy documents the framework, processes and procedures to be applied by PanAust in the oversight and management of material business risks.
• Shareholder Communications Policy documents the principles governing communication with shareholders.

Whistleblower Service

The PanAust Whistleblower Program is a confidential and anonymous way for PanAust employees and stakeholders to report or raise concerns about misconduct at work through an independent externally operated body.