iCash Investor Relations - ASX Announcements, Reports, Governence & ATM News

iCash Payment Systems Limited ("Company") is committed to high standards of corporate governance. The Company has adopted the ASX Corporate Governance Council's "Corporate Governance Principles and Recommendations" (2^nd Edition) for the entire financial year. However given the current size of the Company, it is not appropriate or practical to comply fully with those principles and recommendations. The Company has adopted those recommendations where appropriate. The table below summarises those recommendations and the Company's current practices, including instances where recommendations have not been adopted by the Company, this has been identified and explained below.

		Complied	Note
1.1	Establish the functions reserved to the board and those delegated to senior executives and disclose those functions	√	1
1.2	Disclose the process for evaluating the performance of senior executives	√
1.3	Provide for the information indicated in the Guide for reporting Principle 1	√
2.1	A majority of the Board should be independent directors'.	X	2
2.2	The chairperson should be an independent director	X	3
2.3	The role of chairperson and chief executive officer should not be exercised by the same individual	√
2.4	The Board should establish a nomination committee	X	4
2.5	Disclose the process for evaluating the performance of the board, its committees and individual directors	√
2.6	Provide the information indicated in Guide to reporting on Principle 2	√
3.1	Establish a code of conduct and disclose the code or a summary of the code as to:
	the practices necessary to maintain confidence in the company's integrity the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders the responsibility and accountability of individuals for reporting and investigating reports of unethical practices	√ √ √	5
3.2	Establish a policy concerning trading in company securities by directors, senior executives and employees and disclose the policy or a summary of that policy	√	6
3.3	Provide the information indicated in Guide to Reporting on Principle 3.	√
4.1	The Board should establish an audit committee.	X	7
4.2	The audit committee should be structured so that it:
	consists only of non-executive directors	X	7
	consists a majority of independent directors	X
	is chaired by an independent chairperson, who is not chairperson of the Board	X
	has at least three members	X
4.3	The audit committee should have a formal charter	√
4.4	Provide the information indicated in Guide to reporting on Principle 4	√
5.1	Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies	√	8
5.2	Provide the information indicated in Guide to reporting on Principle 5.	√
6.1	Design a communications policy for promoting effective communication with shareholders and encouraging their effective participation at general meetings and disclose their policy or a summary of that policy	√	9
6.2	Provide the information indicated in the Guide to reporting on Principle 6	√
7.1	Establish policies for the oversight and management of material business risks and disclose a summary of those policies.	√	10
7.2	Require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks.	√
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 259A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	√
7.4	Provide the information indicated in Guide to reporting on Principle 7.	√
8.1	The board should establish a remuneration committee.	√	11
8.2	Clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives.	√
8.3	Provide the information indicated in the Guide to reporting Principle 8.	√

1. The directors of the Company are accountable to shareholders for the proper management of the business and affairs of the Company.

The Company has an informal process to educate new directors about the nature of the business, current issues, the corporate strategy and the expectations of the consolidated entity concerning performance of directors. Directors also have the opportunity to visit consolidated entity facilities and meet with management to gain a better understanding of business operations.

2. While the board members are not independent directors, the board believes that the experience and skills of the directors are sufficient to discharge the board's duties effectively. The board considers that the Company is not currently of a size, nor are the affairs of such complexity, to justify the expense of appointing independent directors.

3. The chairperson is an executive director and therefore is not an independent director. The Board believes, that even though the chairperson is not an independent director the chairperson is able to make quality and independent judgement on all relevant issues falling within the scope of the role of a chairman.

The Company will work towards this principle, however at this time while the Company is in the development phase, the Board believes it is not appropriate to meet this criterion.

4. The Board considers the Company is not currently a size to justify the formation of a Nomination Committee. All Board nomination matters are considered by the whole Board.

The Board oversees the appointment and induction process for directors and committee members, and the selection, appointment and succession planning process of the Company's executive management team. The appropriate skill mix, personal qualities, expertise and diversity are factors taken into account in each case. When a vacancy exists or there is a need for particular skills, the Board determines the selection criteria based on the required skills.

The Board annually reviews the effectiveness of the functioning of the Board, individual directors, and senior executives.

5. The consolidated entity recognises the need for directors and employees to observe the highest standards of behaviour and business ethics. All directors and employees are required to act in accordance with the law and with the highest standard of propriety.
This policy requires all directors and employees to seek approval from the Chairman and the Company Secretary prior to dealing in the company's securities.

6. The Company's policy regarding directors and employees trading in its securities is set by the Board. The policy restricts directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security's prices

7. The Company has not established an Audit Committee and the Board performs this role. The Board advises on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the consolidated entity. The Board believes that the current members of the board have the experience and skills to discharge the Audit Committee's duties effectively. The Board intends to establish an Audit Committee when appropriate and is currently developing a formal charter.

8. The Company has established procedures designed to ensure compliance with the ASX Listing Rules so that company announcements are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

Established policies which can be viewed on the company's website also ensure accountability at a senior management level for ASX compliance. The Board approves all disclosures necessary to ensure compliance with ASX Listing Rule disclosure requirements.

9. The Company has a communications strategy and an established policy on stakeholder communication and continuous disclosure to promote effective communication with shareholders, subject to privacy laws and the need to act in the best interests of the Company by protecting commercial information.

The Company's policy on communication with shareholders is set out in the company's Policy on stakeholder communication and continuous disclosure' which can be viewed on the Company's website

10. The Board has established policies on risk oversight and management which can be viewed on the Company's website. To carry out this function the Board:

Systems of internal financial control have been put in place by the management of the Company and are designed to provide reasonable, but not absolute protection against fraud and material misstatement. These controls are intended to identify, in a timely manner, control issues that require attention by the Board.

The Board is responsible for the overall internal control framework, but recognises that no cost-effective internal control system will preclude all errors and irregularities.

11. The Remuneration Committee comprises of the Executive Chairman and two independent significant shareholders.

The amount of remuneration of all directors and executives, including all monetary and non-monetary components, is detailed in the Director's Report. All remuneration paid and options issued to executives are valued at a cost to the company and expensed. Options are valued using the Black-Scholes methodology.

The Board expects that the remuneration structure implemented will result in the company being able to attract and retain the best executives to run the economic entity. It will also provide executives with the necessary incentives to work to grow long-term shareholder value.