Corporate Governance

The DigitalSkys Limited Board has adopted a Group Corporate Governance regime, fundamental principles and framework, which is in alignment with global best practices and the ASX Corporate Governance Councils Principles of Good Corporate Governance and Best Practice Recommendations.

The Board recognises that effective corporate governance and sound business practices are fundamental to effective management of risk, achieving objectives and protecting and enhancing shareholder value. The Board acknowledges that a dedicated, knowledgeable and rigorous board of directors is the heart of effective corporate governance and that an effective corporate governance process is established when an open and transparent relationship exists between (and among) the board of directors, the shareholders and the executive management of the company.

However, due to the current stage of development of the group and its relatively small size, together with related inherent practicalities, the Board does not consider it prudent at this time to implement a number of Corporate Governance measures. For example, the following are deviations from the recommendations of the ASX:

  • There is currently not a majority of non-executive directors on the board and as noted under the section on Board of Directors, as the company progresses to the next stage of its growth, new Board members will be appointed with the requisite skills and experience, to help the company achieve its growth and objectives.
  • Currently, subject to their future establishment, there is no Nomination and Remuneration Committee nor a Governance, Risk and Compliance Committee (Which would deal with Corporate Governance, Risk Management, External and Internal audit and Compliance matters). As the company progresses to the next stage of its growth, new Board members will be appointed with the requisite skills and experience, to help the company achieve its growth and objectives.

Note: full details of the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations can be found at www.asx.com.

In managing these group matters, the Board has therefore:

  • Adopted a Group Corporate Governance regime, fundamental principles and framework;
  • Established clear roles and responsibilities for the Group's Board and management structures and that of management and the employees;
  • Incorporated a balance of skills, experience and independence appropriate to the Group's business;
  • Ensured that adequate controls, risk management, compliance and reporting has been established to safeguard and present the Group's financial and non-financial positions in a timely, accurate and balanced matter, supported by an effective and efficient system of governance that recognises fairly the needs of our shareholders to return, our employees to reward and the legitimate interests of all our other stakeholders.

The following highlight key features and principles of the Group's Corporate Governance regime, fundamental principles and framework: