Corporate Governance

The Board of Directors is committed to maintaining high standards of corporate governance. Strong corporate governance establishes and maintains a legal and ethical environment in which we can preserve all of our stakeholder’s best interests.

The Board comprises 7 directors, 3 of whom are independent non-executive directors.

Noble Resources benefits from their objective judgement on corporate affairs and collective experience in the areas of accounting and finance, business and management, industry knowledge, strategic planning and customer-based experience or knowledge.

The directors constructively challenge and help develop proposals on strategy, review the senior management team’s performance in meeting agreed goals and objectives, and monitor the reporting of performance.

The directors have separate and independent access to the Company Secretary. Ensuring that all board procedures are followed and, together with key management staff, the Company Secretary assists with ensuring that Noble Resources complies with applicable requirements, rules and regulations.

Under the Chairman’s direction, the Company Secretary’s responsibilities include ensuring information flows within the board and its committees, and between senior management and non-executive directors. The Company Secretary also facilitates orientation and assists with directors’ professional development as required.

The Board believes Noble Resources has an effective system of internal controls which address financial, operational, compliance and information technology controls, and risk management systems.

This view is endorsed by the Audit Committee, and is based on the internal controls established and maintained by Noble Resources, work performed by the internal and external auditors, and reviews performed by management and various committees.

The Board notes that the system of internal controls maintained by Noble Resources’ management provides reasonable, but not absolute, assurance against material financial misstatements or loss. This includes the safeguarding of assets, the maintenance of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulation and best practices, and identification and containment of business risk.

The Board further notes that no system of internal controls can provide absolute assurance against human errors, including errors in judgment in the course of decision-making. In addition, no such controls can provide absolute protection against fraud or similar misconduct.

The Audit Committee reviews the adequacy of Noble Resources’ internal financial, operational, compliance and information technology controls, and risk management policies and systems established by management.

The Audit Committee also ensures that a review of the effectiveness of Noble Resources’ internal controls is conducted at least annually. Where such review is carried out by external auditors, the Audit Committee is required to satisfy itself that the independence of the external auditors is not compromised by any other material relationship with Noble Resources.

The Board welcomes shareholders’ views on matters affecting Noble Resources, whether at shareholders’ meetings or on an ad hoc basis.

Noble Resources has a Code of Conduct that applies to all employees, and each of its subsidiaries’ directors, officers and employees.

The Code sets out principles to guide employees in carrying out their responsibilities to the highest standards of personal and corporate integrity when dealing with Noble Resources, its customers, suppliers, competitors and the community.

Noble Resources is committed to a high standard of ethical conduct. It has implemented a policy where employees may, in confidence, raise concerns about possible corporate improprieties in matters of unlawful activity, policy or practices, suspected fraud, corruption, dishonest practices or other matters. Concerns or suspected violations can be raised orally or in writing, without fear of reprisal. The following channels maybe used to disclose any observed improprieties that involve Noble Resources’ employees and /or business partners:

•    Email: whistleblower@thisisnoble.com
•    Teams call or meet with Head of Compliance (headofcompliance@thisisnoble.com)