展示4.3
__________ 2024
xxxx
xxxxx
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M: xxx
通過 電子郵件：
親愛的 __________,
任命信 非執行董事
根據我們近期的討論，我確認nova礦產有限公司ACN 006 690 348（以下簡稱“公司）將任命您爲公司的非執行董事。
本函的目的是闡明您擔任公司非執行董事的任命條件，並要求公司提供必要信息以進行任命。
| 1. | 任命 條款 |
您的任命將於公司董事會正式任命您爲非執行董事之日起生效，即xxx年2024年。
如果董事會罷免您的董事職務，您仍將留任爲公司的非執行董事，因爲公開公司的董事罷免是股東的事，而不是董事會的事。
在您書面辭職時，您的非執行董事任命將終止。
儘管如上所述，您必須根據《公司法》、ASX上市規則和公司章程中規定的任何情況，停止擔任非執行董事或主席一職。
| 2. | 時間 承諾想象 |
作爲一名非執行董事，您將參與每年的多個董事會和委員會會議。1 每年將參加多次董事會和委員會會議。
非執行董事將根據董事會的要求向公司提供服務。
1 估計有~5-6次董事會議、2-3次委員會會議和年度股東大會
| 頁面 1 |
非執行董事不參與公司或其事務的日常運營或管理。
公司估計非執行董事每月需要投入2-3天的時間，以履行其非執行董事的職責並提供規定的服務。 附件1 (“服務）。實際時間承諾可能因特定情況而異。
通過接受本協議的條款，非執行董事確認將分配必要的時間來滿足公司的期望，履行非執行董事的職責並提供服務。
目前，有一個期望，希望您能夠參加董事會會議和委員會會議（包括財務和風險委員會以及薪酬/提名委員會）。 公司將會提前通知您擬定會議日期。
此外，您有責任保證將必要的時間投入到作爲公司董事的職責上。通過接受本函中的條款和條件，您確認自己能夠分配足夠的時間來滿足角色的期望。
| 3. | 權力 和職責 |
公司的業務的戰略方向和控制權歸於董事會。所有董事必須客觀地作出決策，符合公司利益。董事會保留的關鍵事項已在董事會章程中列明（附有副本）。
| 4. | 董事會 委員會 |
您可能被要求成爲公司董事的一名或多名董事會委員會成員。每個委員會的章程副本將提供給您。
| 5. | 費用 |
您 將按照 附件1 每月提前15th 每月的下半月和上半月提前支付 （“費用”). 如果您選擇向公司開具費用發票，將收取GSt。
費用應付款項將由董事會每年審查。公司將報銷您在履行職務過程中發生的所有合理和經適當記錄的費用。
| 6. | 公司證券的通報利益 - ASX |
ASX上市規則要求該公司通過公告方式披露董事的通知利益。ASX要求公司與每位董事簽訂協議，以確保董事向公司提供這些信息，以便公司履行其披露義務。附表1包含ASX要求公司與其董事簽訂的協議形式。通過接受本函中的條款和條件，您同意受附表1中的條款約束。上市規則ASX規定公司必須通過公告方式披露董事的通知利益。公司必須與每位董事訂立協議，確保董事向公司提供相關信息，以便公司遵守其披露義務。附件1包含ASX要求公司與董事訂立的協議形式。您接受本函中的條款和條件，即表示同意受附件1中的條款約束。
| 頁面 2 |
董事需要向公司披露的「應通報利益」包括：
| (a) | 公司董事持有相關利益的證券；和 | |
| (b) | 與公司證券相關的合同利益。 |
關於董事是否對股份持有相關利益的問題，應根據《Cth》第608和609節的原則由董事判斷。 Corporations Act 2001（聯邦法案）規定了我們的公司事務主要受憲法，聯邦法案和Nasdaq Marketplace規則的管轄。 （Cth）（《（2001年）公司法》規定的招股說明書、產品披露聲明或其他披露文件所需信息不在本招股說明書中提供。).
一個人具有相關利益，如果，其中包括，他們擁有證券，或者他們有權力行使，或控制行使，附有證券的投票權利，或者他們有權力處置，或控制處置證券的權力行使。興趣是多麼遠也沒關係。
在董事的配偶或子女的情況下，如果證券是共同持有的，可能會產生相關利益。如果證券持有在家庭信託基金或養老金基金中，也可能產生利益。
董事應當意識到，在可能需要通知實體的情況下，關於可能對配偶或子女的持股行使控制權的情況。這是一個事實問題，取決於親屬持股的情況，每位董事必須做出裁定。
| 7. | 其他 興趣 |
您可能擔任其他董事職務和/或從事其他業務，而不僅限於公司的職務。您有責任讓董事會知曉任何可能導致您在公司考慮的事項中具有實質個人利益或可能導致利益衝突的其他利益。您還需要通報可能發生的這些利益變化。此類事項應在明顯時立即告知董事。
您應該知道，根據法律和公司章程，您通常不得出席董事會會議的任何部分，也不得在您對某一事項具有實質性個人利益時進行投票，除非其他董事一致決定。任何實質性利益可能需要在董事會會議記錄、年度報告和根據公司法和上市規則的賬目中披露。
| 頁面 3 |
| 8. | 公司治理和公司政策 |
公司非常認真地履行企業治理方面的承諾。公司期望每位董事在擔任董事期間已閱讀並遵守公司的所有政策。通過同意本函件中的條款，您確認已閱讀以下章程和政策：
| (a) | Board Charter; | |
| (b) | Securities Trading Policy; | |
| (c) | Disclosure Committee Charter; | |
| (d) | Disclosure – Performance Evaluation; | |
| (e) | Communication and Disclosure Policy; | |
| (f) | Risk Management Policy; | |
| (g) | Diversity Policy; | |
| (h) | Remuneration & Nomination Committee Charter; | |
| (i) | Audit and Risk Committee Charter; | |
| (j) | Code of Conduct; | |
| (k) | Whistleblower Policy; and | |
| (l) | Anti-Bribery and Corruption Policy, |
(copies of which will be provided to you) and agree to comply with such policies (as amended from time to time) while you are a Director.
| 9. | Securities Trading Policy |
It is a requirement of the Board that you follow the Company’s ‘Securities Trading Policy’ for Directors when dealing in securities and adhere to the designated prohibited periods for dealing. ASX also requires you to notify any change in notifiable interest within 5 working days of the change using an Appendix 3Y. See section 6 of this letter for further details about disclosure of notifiable interests.
| 10. | Independent Professional Advice |
You may seek independent professional advice, at the expense of the Company, on any matter connected with the discharge of your responsibilities. However, prior approval of the Director is required, which will not be unreasonably withheld. Copies of the advice must be made available to, and for the benefit of, all Board members.
| 11. | Indemnity and Insurance |
Each of the Directors will be offered the benefit of a Deed of Access, Indemnity and Insurance.
| Page 4 |
This Deed provides for the Company to:
| (a) | indemnify the Director against any liability incurred by the Director, to the fullest extent permitted by the Corporations Act; | |
| (b) | reimburse, subject to prior approval being obtained, the director for any reasonable expenses of obtaining any independent professional advice in relation to the proper discharge of his or her powers and duties as a director; and | |
| (c) | ensure that the Director is insured under a Directors’ and Officers’ Insurance Policy. |
| 12. | Confidentiality and Access to Company Records |
Subject to Schedule 2 of this letter, all information acquired during your term on the Board is confidential to the Company and should not be released either during your appointment or following termination (by whatever means), to third parties without prior written clearance from the Director. Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior written clearance from the Director.
By agreeing to the terms in this letter you agree to be bound by the confidentiality provisions in Schedule 2 to this letter.
| 13. | Company Constitution |
A copy of the Company’s Constitution is attached to this letter. By agreeing to the terms in this letter you agree to be bound by the terms of the Company’s Constitution.
| 14. | Governing Law |
This agreement is governed by the laws of Western Australia.
| 15. | Consent to Act and Curriculum Vitae |
It is a requirement of the Corporations Act that a proposed Director of a company consent to act as a Director prior to appointment. Enclosed with this letter is the form of consent to act, which the Company requires you to complete prior to your appointment as a director of the Company. By returning the consent to act you agree to be bound by the terms and conditions contained in this letter, including the schedules.
Please provide a short curriculum vitae of your qualifications and experience relevant to being a director of the Company for the consideration of the Company. This curriculum vitae should be in the form suitable for announcement by the Company on your appointment.
If you agree to the terms and conditions on which you will become a Director of the Company, as contained in this letter, please sign and return the duplicate of this letter together with the other information requested.
Yours sincerely
Louie Simens
Executive Director
I, XX XXXXX, hereby accept the terms and conditions of appointment as set out in this letter.
____________________________
XX XXX
Date: _______________
| Page 5 |
Schedule 1 - Disclosure of Notifiable Interests
| To: | Director/Prospective Director |
Nova Minerals Limited ACN 006 690 348 (Entity)
The Entity is required, under the Listing Rules of Australian Securities Exchange (ASX), to disclose to ASX details of Directors’ interests in securities, and in contracts relevant to securities. The Entity is also required to enter into an agreement with directors under which directors are obliged to provide the necessary information to the entity.
By signing and returning this letter you agree to the following terms.
| 1. | Initial Disclosure |
| (a) | The Director will provide the following information as at the date of appointment: |
| (i) | details of all securities registered in the Director’s name. These details include the number and class of the securities;
| |
| (ii) | details of all securities not registered in the Director’s name but in which the Director has a relevant interest within the meaning of section 9 of the Corporations Act. These details include the number and class of the securities, the name of the registered holder and the circumstances giving rise to the relevant interest;
| |
| (iii) | details of all contracts (other than contracts to which the Entity is a party) to which the Director is a party or under which the Director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Entity or a related body corporate. These details include the number and class of the shares, debentures or interests, the name of the registered holder if the shares, debentures or interests have been issued and the nature of the director’s interest under the contract. |
| (b) | The Director will provide the required information as soon as reasonably possible after the date of appointment and in any event no later than three business days after the date of appointment. |
| 2. | Ongoing Disclosure |
| (a) | The Director will provide the following information: |
| (i) | details of changes in securities registered in the Director’s name other than changes occurring as a result of corporate actions by the Entity. These details include the date of the change, the number and class of the securities held before and after the change, and the nature of the change, for example on-market transfer. The Director will also provide details of the consideration payable in connection with the change, or if a market consideration is not payable, the value of the securities the subject of the change; |
| Page 6 |
| (ii) | details of changes in securities not registered in the Director’s name but in which the Director has a relevant interest within the meaning of section 9 of the Corporations Act. These details shall include the date of the change, the number and class of the securities held before and after the change, the name of the registered holder before and after the change, and the circumstances giving rise to the relevant interest. The Director will also provide details of the consideration payable in connection with the change, or if a market consideration is not payable, the value of the securities the subject of the change; | |
| (iii) | details of all changes to contracts (other than contracts to which the Entity is a party) to which the Director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Entity or a related body corporate. These details include the date of the change, the number and class of the shares, debentures or interests to which the interest relates before and after the change, the name of the registered holder if the shares, debentures or interests have been issued, and the nature of the director’s interest under the contract. |
| (b) | The Director will provide the required information as soon as reasonably possible after the date of the change and in any event no later than three business days after the date of the change. |
| 3. | Final disclosure |
| (a) | The Director will provide the following information as at the date of ceasing to be a Director: |
| (i) | details of all securities registered in the Director’s name. These details include the number and class of the securities; | |
| (ii) | details of all securities not registered in the Director’s name but in which the Director has a relevant interest within the meaning of section 9 of the Corporations Act. These details include the number and class of the securities, the name of the registered holder and the circumstances giving rise to the relevant interest; | |
| (iii) | details of all contracts (other than contracts to which the Entity is a party) to which the Director is a party or under which the Director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the Entity or a related body corporate. These details include the number and class of the shares, debentures or interests, the name of the registered holder if the shares, debentures or interests have been issued and the nature of the interest under the contract. |
| (b) | The Director will provide the required information as soon as reasonably possible after the date of ceasing to be a director and in any event no later than three business days after the date of ceasing to be a Director. |
| 4. | Agency |
The Director authorizes the Entity to give the information provided by the Director to ASX on the Director’s behalf and as the Director’s agent.
| 5. | Securities |
Securities for the purposes of this letter means securities of the Entity or a related body corporate.
| Page 7 |
Schedule 2 – Confidentiality
For the purposes of this letter “Confidential Information” includes all information of whatever nature relating to the Company which you receive from the Company or any of its officers, employees or advisers, whether in oral or written form.
It is understood that the following obligations shall not apply to Confidential Information or such of it which:
| (a) | at the time of disclosure is within the public domain or after disclosure comes into the public domain, other than by reason of breach of any of the undertakings below; | |
| (b) | is required by you to be disclosed under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law; or | |
| (c) | is already lawfully in your possession or becomes lawfully available to you. |
In consideration of Confidential Information being made available to you by the Company you undertake to the Company that:
| (d) | you will treat and safeguard as private and confidential all the Confidential Information received or held by you at any time; | |
| (e) | you will not at any time without the prior written consent of the Company, disclose any Confidential Information to any person; | |
| (f) | you will not duplicate the Confidential Information; | |
| (g) | you will only make contact or discuss the Confidential Information with those officers or employees of the Company as the Company may nominate from time to time and you will not discuss the Confidential Information with anyone other than those nominated representatives of the Company; | |
| (h) | you will not make any public announcement in relation to the Confidential Information; | |
| (i) | you will ensure that proper and secure storage is provided for the Confidential Information; and | |
| (j) | you will not, contrary to any provision under the Corporations Act 2001 (Cth) (Corporations Act) or any other applicable law: |
| (i) | deal with, subscribe for, purchase, sell, or enter into an agreement to deal with, subscribe for, purchase or sell, any securities of the Company; | |
| (ii) | cause or procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell any securities of the Company; or | |
| (iii) | directly or indirectly communicate or cause any portion of the Confidential Information to be communicated to another person if you know or ought to reasonably know that the other person would or would be likely to deal, or cause or procure another person to deal, in any securities of the Company. |
You acknowledge that the Company and its directors and officers are governed by the Corporations Act and the Listing Rules of the ASX which impose strict obligations on the Company and its directors and officers (and severe penalties) concerning the disclosure and use of market sensitive information under the Corporations Act and the Listing Rules of the ASX and the provision of inside information under the Corporations Act.
In the event that you become legally required to disclose any Confidential Information, prompt notice shall be given in advance to the Company. You will fully cooperate with the Company in the event that the Company elects to challenge the validity of such requirements.
| Page 8 |
Schedule 3 - Standing Notice of Interests
Corporations Act (Cth) 2001
Section 192
Nova Mineral Limited ACN 006 690 348 (Company)
I, xxx xxx, HEREBY GIVE NOTICE for the purposes of providing a current standing notice pursuant to section 192(1) of the Corporations Act that I have an interest in the following matters that relate to the affairs of the Company (and I have indicated the nature and extent of my interest):
| 1. | that I am an officer of the following specified body corporate or a member of the following specified firms and am to be regarded as interested in any contract that may, after the date of this notice, be made with that body corporate or firm: |
| Name of body corporate/firm | Extent of interest |
| ? | ? |
| 2. | in relation to: |
| (a) | shares in the Company or related corporation in which I have a relevant interest and the nature and extent thereof: |
| Nil |
| (b) | debentures or prescribed interests made available by the Company or related corporation in which I have a relevant interest and nature and extent thereof: |
| Nil |
| (c) | rights or options in respect of the acquisition or disposal of shares, debentures of, or prescribed interests made available by the Company or relevant corporation in which I have a relevant interest and nature and extent thereof: |
| Nil |
| (d) | contracts to which I am party or entitled to benefit under being contracts under which a person has a right to call for or to make delivery of shares in, debentures of, or prescribed interests made available by, the Company or a related corporation: |
| Nil |
| (e) | interests in contracts or proposed contracts with the Company: |
| Nil |
I DIRECT that the Company Secretary bring this notice to the attention of the Board of Directors at the next meeting of the Board of Directors.
DATED this ___________________
| ……………………………………………………………………….. | |
| xx zzz |
Annexure 1 – Remuneration and Services
| Item 1: Non-Executive Director | Name: | xxxx | |
| Address: | xxx |
| Item 2: Commencement Date | ~xxx _______ 2024
Term:
Your appointment commences on the Commencement Date and ceases at the end of any meeting at which you are not re-elected as a Director by the shareholders of the Company or otherwise ceases in accordance with the Constitution (including on the effective date of your resignation). |
| Item 3: Services | The Non-Executive Director will advise the Company on matters pertaining to his particular expertise being mining engineering & mining operations, leadership, management and provide corporate governance advice acting in the best interests of the Company.
The Non-Executive Director is also required to:
| ||
| (a) | provide advice as requested by the Board; | ||
| (b) | attend and participate in Board Meetings, including considering all Board memorandums and information provided to the Board; | ||
| (c) | attend and be a member of and chair, as applicable, Finance and Risk Committee, Remuneration/ Nomination Committee or such other committee established by the Board of which the Non-Executive Director is appointed as a member of the committee as resolved by the Board from time to time; and | ||
| (d) | if Item 4 of this Annexure 1 applies, chair the Board Meetings and provide the services as Director as set out in Item 5 of this Annexure 1. | ||
| Item 4: Director | The Non-Executive Director is the Director of the Board. |
| Item 5: Role of Director | If Item 4 of this Annexure 1 applies, the Non-Executive Director must: | ||
| (e) | chair all monthly Board Meetings and General Meetings of the Company unless unavoidably prevented from doing so; | ||
| (f) | in conjunction with the Chief Executive Officer, set the agenda for Board meetings; | ||
| (g) | review all Board papers ahead of any Board meeting; | ||
| (h) | bring independent judgment to bear on issues of strategy, performance, present and future availability and utilization of resources and standards of conduct; | ||
| (i) | share responsibility with the other Directors for the effective control of the Company, and with the other Non-Executive Directors for the appointment of the Managing Director and Chief Executive Officer and the superintendence of Executive Management; | ||
| (j) | be familiar with the corporate governance policies and principles which have been adopted by the Board, and taking a leadership role in ensuring these remain current and effective; | ||
| (k) | satisfy yourself as to the adequacy and integrity of financial and other reporting to the board and shareholders and that there are adequate systems of internal control; | ||
| (l) | satisfy yourself that systems for identification and management of risks are robust and appropriate; and | ||
| (m) | make yourself available, if called upon, to serve as a member of committees established by the Board. | ||
| As the Director the Non-Executive Director will be required to devote so much of your time as may be reasonably necessary for the proper performance of your duties. | |||
| As the Director, the Non-Executive Director must comply with your fiduciary duties and other obligations imposed on yourself as a director of the Company, including under the Corporations Act 2001 (Cth), and any other applicable legislation. | |||
| Item 6: Fees & Benefits | An annual fee of A$xxxx (inclusive of superannuation contributions, if applicable) for up to 20 hours per month.
Any excess hours will be charged at A$xxx per hour.
Additional Benefits:
Nil |
Annexure 2 – Company Constitution
Annexure 3 – Corporate Governance Documents