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Corporate Governance Practices and Conduct

See also: Code of Conduct, Company Share Trading Policy, Audit & Risk Committee Charter

The Board is responsible for the governance of Atlas including its strategic development and the direction and control of the operations of the Company and its Subsidiaries. The Board has adopted corporate governance policies, which are described below. Subject to Atlas' Constitution, the issues of Board composition and the selection criteria for Directors are dealt with by the Board. The Board is committed to the regular review of its performance to ensure that it continues to have a mix of skills and experience necessary for the conduct of the activities of Atlas.

Directors, in carrying out their duties as Directors, may, after prior consultation with the Chairman, seek independent advice at the expense of Atlas.

Whilst the Board retains overall responsibility, it has established a number of committees to assist in carrying out its responsibilities. Such committees will include a remuneration committee, a risk and compliance committee, an iron ore offtake committee and an audit committee.

Audit Committee

The audit committee comprises Atlas' non-executive Directors as appointed from time to time. Where considered appropriate, external Auditors and Atlas' management are invited to attend committee meetings.

The duties of the audit committee include:

to be the focal point of communications between the Board, Atlas' management and the external auditors;
to recommend and supervise the engagement of the external Auditors and to monitor Auditor performance;
to monitor the internal controls within Atlas, compliance with the Corporations Act and the Listing Rules and to review external audit reports and ensure prompt remedial action; and
to review Atlas' financial statements (including interim reports) and accounting procedures.

Remuneration Committee

The remuneration committee is responsible for reviewing and making recommendations to the Board regarding the compensation arrangements for the Directors, the Chief Executive Officer and the senior management of Atlas and its Subsidiaries, including incentive option plans, other benefit plans, and service contracts. It is also responsible for considering general remuneration policies and practices, recruitment and termination policies and superannuation requirements.

The level of non-executive Directors' fees is reviewed annually by the Board following receipt of independent advice and taking into consideration additional time required for involvement in various committees.

Risk and Compliance Committee

The risk and compliance committee is responsible for recognising and measuring the financial, legal and environmental risk to which Atlas and its Subsidiaries are exposed, comparing such risk to the benefits obtained from the exposure to these risks and where appropriate, mitigating such risk exposure as efficiently and as effectively as possible.

Corporate Governance Policies

The Board of Directors

The Company's Constitution provides that the number of Directors shall not be less than three and not more than nine. There is no requirement for any Share holding qualification.

As the Company's activities increase in size, nature and scope the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately supervise the Company's Constitution will be determined according to the limitations imposed by the Constitution and as circumstances demand.

The members of the Board, its activities and composition are subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include the quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company's scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities.

Directors are initially appointed by the full Board and one third of the Directors are subject to election by shareholders at each Annual General Meeting. Under the Company's Constitution the tenure of a Director (other than alternate Directors and the Managing Director) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. A person who is over the age of seventy-two years may not be appointed or re-appointed as a Director except pursuant to a resolution of the Company in accordance with the Corporations Act. The Managing Director may be appointed for any period and on terms that the Directors think fit and, subject to the terms of any agreement entered into, may revoke any appointment.

Appointments to Other Boards

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.

Independent Professional Advice

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company's expense. With the exception of expenses for legal advice in relation to Director's rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.

Continuous Review of Corporate Governance.

Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as Directors of the Company. Such information must be sufficient to enable the Directors to determine appropriate operating and financial strategies for the purpose of improving or maintaining the net worth of the Company.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of any formal corporate governance committees will be given further consideration.