CORPORATE

BOWEN COKING COAL

 

Directors & Management

 

Mr Gerhard Redelinghuys
Managing Director and Chief Executive Officer

Mr Redelinghuys is the Managing Director of Cape Coal and has 24 years experience in financial and project development within the mining sector. After studying finance at the University of Pretoria in South Africa, Gerhard joined Price Waterhouse Coopers, before commencing his employment with EXXARO Resources Ltd (former ISCOR and KUMBA Resources) in 1995. Since 1995 he has held various senior management positions in both open cut and underground mining operations in South Africa. He has held directorships in Australia, including the position of Managing Director of Exxaro Australia Pty Ltd. In addition to his business analysis experience, Gerhard has extensive experience in mining project acquisitions and deal making on an international level. Gerhard was the owner’s representative on a multi-billion underground coal project in Queensland. In 2013, Gerhard became a graduate member of the Australian Institute of Company Directors.

 

Mr Blair Sergeant
Executive Director: Corporate Development

Blair is an experienced mining executive, having been the former Founding Managing Director of Lemur Resources Limited, an ASX listed coal exploration and development company, as well as the former Finance Director of Coal of Africa Limited, growing the company from a sub-$2m market capitalisation to over $1.5b at its peak.  During his career, Blair has also held the position of Managing Director, Non-Executive Director and/or Company Secretary for numerous listed entities across a broad spectrum of industry.  Blair graduated from Curtin University, Western Australia with a Bachelor of Business and subsequently, a Post Graduate Diploma in Corporate Administration. He is a member of the Institute of Chartered Secretaries and Administrators and the Australian Institute of Company Directors.

 

Neville Sneddon  
Non-Executive Chairman

A mining engineer with over 40 years’ experience in most facets of the Queensland and NSW resource sectors, and as the recently retired Chairman of Stanmore Coal Ltd, Neville brings substantial Board and industry knowledge to BCB. He has developed and operated both underground and open cut mines working for Coal & Allied in the Hunter Valley and from 1997 worked in a senior role in the NSW Mines Inspectorate, covering operations in all forms of mining in the state.
Moving to Queensland in 1999, Neville accepted the position of Chief Operating Officer with Shell Coal which was acquired by Anglo American’s Australian coal operations the following year. Leaving as CEO in 2007, he held several Board positions with mining and infrastructure companies including Chairman of the operating company at Dalrymple Bay Coal Terminal near Mackay and Director of Port Waratah Coal Services, a major coal export facility at Newcastle.
Neville has also been a member of the Boards of the Queensland, NSW and National Mining Councils. His expertise has been sought by several government committees such as the NSW Mine Subsidence Board, NSW Mines Rescue Board, Queensland Ministerial Coal Mine Safety Advisory Committee and the joint federal/ state advisory committee which is developing nationally consistent mining safety legislation. During the past three years, Neville served as the Non-Executive Chairman/Director of Stanmore Coal Limited from 5 October 2009 to 31 March 2018. Neville is not a Director of any other listed companies.

 

Mr James Agenbag
Non-Executive Director

Mr Agenbag has 14 years’ experience in the mining industry covering all phases of business and project development, process design, including the commissioning and optimisation of processing facilities across multiple commodities. After completing his Chemical Engineering degree at the University of Stellenbosch in 2003, James worked as a process design engineer at EPCM companies including GRD Minproc Limited and DRA Global. In 2008, James moved to Australia to help build DRA’s Brisbane office. His responsibilities included research and development of new business and client management in Southern Africa, Australia and Indonesia. James also has substantial experience in beneficiation optimisation with emphasis on various technologies including some technologies where he jointly holds patent rights. James has delivered technical papers within his area of expertise within the chemical engineering area. More recently, he has been responsible for the process engineering discipline across Peabody Energy Australia PCI Pty Ltd coal projects. James has been accredited with ECSA as a Professional Engineer. He is a Member of IEAust (Chem), and is an active Member of the South African and Australian Coal Processing Societies.

 

Steve Formica
Non-Executive Director

Mr Formica brings to the Company practical management and business development experience. He has been a successful businessman and operations manager for over 30 years in a number of privately held business ventures including manufacturing, construction, landscape contracting, property development and integrated wholesale and retail businesses. More recently he has been a successful investor and Non-Executive Director in mineral resource companies. Mr Formica is currently a Non-Executive Director of ASX listed companies High Grade Metals (ASX: HGM), and Veriluma (ASX: VRI).

 

Nick Jorss
Non-Executive Director

Nick Jorss is the founding Managing Director and a substantial shareholder of Stanmore Coal Ltd (via St Lucia). Nick served on Stanmore’s Board from its formation in June 2008 through 26 November 2016. He has over 20 years’ experience in investment banking, civil engineering, corporate finance and project management.
Nick was instrumental in the success of Stanmore Coal Ltd, which is currently the target of an all cash bid in excess of $240m. As the Founding Managing Director, Nick led Stanmore’s growth from a coal exploration company to a profitable, mid-tier producer. In his prior roles in investment banking (as a director of Pacific Road Corporate Finance) he has been involved in leading advisory mandates with corporate, government and private equity clients across industry sectors rangin from resources to infrastructure. Prior to this Nick was an engineer with Baulderstone Hornibrook where he delivered significant infrastucture and resources projects over a period of approximately eight years.
Nick is a founding shareholder and Director of St Lucia Resources, Kurilpa Uranium and Wingate Capital. He was previously a Director of Vantage Private Equity Growth, Vantage Asset Management and WICET Holdings Pty Ltd. During the past three years Nick has not served as a Director of any other ASX listed companies.

 

Mr Duncan Cornish
CFO & Company Secretary

Mr Cornish was the founding CFO and Company Secretary for both Stanmore Coal Ltd (ASX:SMR) and Cokal (ASX:CKA) and is a Chartered Accountant with significant experience as a public company CFO and Company Secretary, focused on finance, administration and governance roles. He has more than 20 years’ experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst & Young and PricewaterhouseCoopers. He has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising, company initial public offerings and company secretarial responsibilities, and has served as CFO and/or Company Secretary of several Australian and Canadian public companies.

BCC02.jpg

Corporate Governance

The Board of Directors of Bowen Coking Coal Limited ("Bowen Coking Coal" or "the Company") is responsible for corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. Upon listing the Company established a set of corporate governance policies and procedures. These were based on the Australian Securities Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (the Recommendations).

 

Structure of the Board

The skills, experience and expertise relevant to the position of Director held by each Director in office is included in the Director's Report of the Annual Report each year.

Directors of the Company are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

The Board has accepted the following definition of an Independent Director:

  • "An Independent Director is a Director who is not a member of management, is a Non-executive Director and who: is not a substantial shareholder (under the meaning of Corporations Law) of the Company or an officer of, or otherwise associated, directly or indirectly, with a substantial shareholder of the Company;
     
  • has not within the last three years been employed in an executive capacity by the Company or another Company member, or been a Director after ceasing to hold any such employment;
     
  • is not a principal or a professional adviser to the Company or another Company member;
  • is not a significant consultant, supplier or customer of the Company or another Company member, or an officer of or otherwise associated, directly or indirectly, with a significant consultant, supplier or customer;
     
  • has no significant contractual relationship with the Company or another Company member other than as a Director of the Company;
     
  • is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the Company."
 
Bowen Coking Coal 05
PACKAGE 2 - KING SIZE W/ PRIVATE BATH  Features: Private Bath, Ocean Views, Air Conditioning, Modern Suite, King Size Bed
 

Audit and Risk Management Committee

The Company does not have an audit committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by an audit committee can be adequately handled by the full Board. At such time when the Company is of sufficient size a separate Audit and Risk Management Committee will be formed.

It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes both internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial and non-financial information. It is the Board's responsibility for the establishment and maintenance of a framework of internal control of the Company.

 

Nomination
Comittee

The Board does not have a nomination committee. The Board is of the opinion that due to the nature and size of the Company, the functions performed by a nomination committee can be adequately handled by the full Board. When a new director is to be appointed the Board reviews the range of skills, experience and expertise on the board, identifies its needs and prepares a short-list of candidates with appropriate skills and experience.

Where necessary, advice is sought from independent search consultants. The Board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the Company. Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each third year the Directors must retire and offer themselves for re-election. This selection, nomination and appointment process is detailed on the company website.

 

Performance

The Board of Bowen Coking Coal conducts its performance review of itself on an ongoing basis throughout the year. The small size of the company and hands on management style requires an increased level of interaction between directors and executives throughout the year. Board members meet amongst themselves both formally and informally. The Board considers that the current approach that it has adopted with regard to the review of its performance provides the best guidance and value to the Company.

 
 

Remuneration

The Company's policy for determining the nature and amount of emoluments of Board members is as follows: Remuneration of Executive and Non –Executive Directors is reviewed annually by the Board. Remuneration packages are set at levels intended to attract and retain Directors and Executives capable of managing the Company's operations and adding value to the Company.

 

NON-EXECUTIVE DIRECTORS

Non-Executive Directors receive fees which are determined by the Board within the aggregate limit set by the shareholders at a General Meeting. All Non-Executive Directors will receive remuneration by way of fees and receive no retirement benefits excluding statutory superannuation, if applicable. External professional advice will be sought to determine the level of Directors fees to ensure they are appropriate. The Board will determine the level of fees with reference to other comparable listed companies determined by size and nature of operations. Directors' fees should be set at a level to attract suitably qualified individuals to accept the responsibilities of a Directorship. The issue of options to non-executive directors is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.
 

EXECUTIVE

The Executive Officer's remuneration is considered to properly reflect the person's duties and responsibilities, and takes account of remuneration levels across the sector.
 

SHARE AND OPTION BASED REMUNERATION

The Company may issue options to Executives as it is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves. Participants in equity-based remuneration plans are not permitted to enter into any transactions that would limit the economic risk of options or other unvested entitlements.

 

Trading
Policy

Trading in Company securities is regulated by the Corporations Act and the ASX Listing Rules. The Board makes all Directors, officers and employees aware on appointment that it is prohibited to trade in the Company's securities whilst that Director, officer or employee is in the possession of price sensitive information. Directors are required to report to the Company Secretary any movements in their holdings of Company securities, which are reported to ASX in the required timeframe prescribed by the ASX Listing Rules.

 

Shareholder
Communication
Policy

Pursuant to Principle 6, the Company's objective is to promote effective communication with its shareholders at all times. Bowen Coking Coal Limited is committed to: Ensuring that shareholders and the financial markets are provided with full and timely information Complying with continuous disclosure obligations contained in the ASX listing rules and the Corporations Act in Australia Communicating effectively with its shareholders and making it easier for shareholders to communicate with the Company To promote effective communication with shareholders and encourage effective participation at general meetings, information is communicated to shareholders: Through the release of information to the market via the ASX Through the distribution of the annual report and notices of annual general meeting Through shareholder meetings and investor relations presentations Through letters and other forms of communications directly to shareholders By posting relevant information on the Company's website: www.bowencokingcoal.com.au 

 
 

Corporate
Governance
Policies