DIRECTORS
Sir Barry Blythe HOLLOWAY KBE CBE
CHAIRMAN
Sir Barry is a former District Officer in Papua New Guinea. Elected to the first Papua New Guinea Parliament in 1963, he was a founding member of the LNA and a member of various parliamentary committees including the Public Accounts Committee. He was Speaker of Parliament 1972-77, Finance Minister 1977-80, Minister of Education & National Planning 1982-85 and Chairman of the Constituent Assembly responsible for formulating the Constitution of the Independent State of Papua New Guinea during 1974-75. Sir Barry is now a private consultant and acts as an independent Chairman not associated with the major shareholders.
Rodney David FOSTER BSc
MANAGING DIRECTOR
Mr. Foster was appointed Managing Director of Pacrim in December 2003. Mr. Foster is a geologist with over 20 years experience in the gold exploration and mining industry in Western Australia and Victoria. His experience includes working for Pancontinental Mining at Paddington, Samantha Exploration, CSR's Gold Resources Pty Ltd and North Kalgurli Mines on the Golden Mile, Money Mining NL and was founding Managing Director of Goldminco NL, a Victorian exploration company. Mr. Foster is also a non-executive director of Peak Resources Limited, an ASX listed mining company.
Mark William MAINE M Com. B Bus (Acc) PG Dip(Com) -
NON-EXECUTIVE DIRECTOR
Mr. Maine is Managing Director of Peak Resources Limited, an ASX listed mining company and also manages his consultancy business, specialising in corporate strategy and corporate administration. He has previously been the managing director of the corporate arm of an Australian stockbroking house and a director in the corporate advisory arm of a big four chartered accounting firm. He has been a director and a company secretary for a number of Australian listed companies and has worked internationally for a number of years, predominately in the United Kingdom.
John Fraser AINSWORTH -
NON-EXECUTIVE DIRECTOR
Mr. Ainsworth is a successful Victorian businessman. He joined the Australian Army as a national servicemen in 1967 and, after being commissioned as an officer, served in Vietnam and later with the Papua New Guinea Defence Force and then with the British Army in the United Kingdom and Germany in 1984, his expertise being in logistics and support services. After leaving military service in 1987, Mr. Ainsworth has undertaken various successful business ventures on his own account in Victoria and other states, mostly in property development, management and investment.
CORPORATE GOVERNANCE POLICIES
SHARE TRADING POLICY
Purpose
This share trading policy sets out the Company's policy regarding the trading in
Company securities, which includes shares, options, warrants, debentures and any
other security on issue from time to time. This policy is separate from and additional
to the legal constraints imposed by the common law, the Corporations Act and ASX
Listing Rules.
This policy applies to all Directors and employees of the Company and their
associates (including spouses, children, family trusts and family companies) as well as
contractors, consultants, advisers and auditors of the Company (“designated officers”).
Requirements
It is illegal to trade in the Company's securities while in possession of unpublished
price sensitive information concerning the Company. Under the Corporations Act a
person with inside information must not, and must not procure another person, to deal
in the securities of a body corporate or enter into an agreement to deal in the securities
of a body corporate. Inside information is defined in the Corporations Act as information that:
- - is not generally available; and
- - if generally available, a reasonable person would expect it to have a material effect on the price or value of the securities of the body corporate.
General Prohibition on Insider Trading
All designated officers are prohibited from trading in the Company's securities while
in the possession of unpublished price sensitive information concerning the company.
In addition, while in possession of unpublished price sensitive information designated
officers must not advise others to trade in the Company's securities or communicate
the information to another person knowing that the person may use the information to
trade in, or procure someone else to trade in, the Company's securities.
Unpublished price sensitive information is information regarding the Company, of
which the market is not aware and that a reasonable person would expect to have a
material effect on the price or value of the Company's securities, and includes:
- a proposed major acquisition or disposition;
- drill or exploration results;
- a significant business development or a proposed change in the nature of the Company's business;
- details of material contracts that are being negotiated by the Company;
- potential litigation that would have a substantial effect on the Company;
- a proposed change in the share capital structure of the Company;
- a proposed change in the Company's dividend policy; and
- a major change to the Board or senior management.
Restrictions on Short-Term Trading
The Company encourages Directors and employees to adopt a long-term attitude to
their investment in the Company's securities. Consequently, Directors and employees
may not engage in short-term or speculative trading of the Company's securities.
Permission to Trade
Directors, members of senior management and employees may trade in the
Company's securities at other times so long as they are not in possession of any unpublished price sensitive information.
Exceptions
A person may trade in the Company's securities in the following circumstances:
- the Chairman approves the trade by a Director upon the director or Company
Secretary satisfying the Chairman that they do not possess unpublished price
sensitive information about the company and a failure to trade in the
company's securities would result in exceptional circumstances such as
financial hardship;
- the Chairman approves the trade by an employee upon the employee satisfying
the Chairman that they do not possess unpublished price sensitive information
about the company and a failure to trade in the Company's securities would
result in exceptional circumstances such as financial hardship;
- trade in a managed securities portfolio where the person is not in a position to influence choices in the portfolio; and
- where the trade results from a dividend reinvestment plan where the person has given ongoing instructions to reinvest dividends.
Notification of Proposed Trade in Company Securities
Chairman
Prior to trading in (either buying or selling) the Company's securities, the Chairman
must notify the Executive Director of his/her intention to trade and confirm that
he/she is not in possession of any unpublished price sensitive information.
Directors
Prior to trading in (either buying or selling) the Company's securities, Directors must
notify the Chairman of their intention to trade and confirm that they are not in
possession of any unpublished price sensitive information.
Employees
Prior to trading in (either buying or selling) the Company's securities, employees
must notify the Chairman of their intention to trade and confirm that they are not in
possession of any unpublished price sensitive information.
The requirement to provide notice of an intention to trade in the Company's securities
does not apply to the acquisition of securities through Director, officer or employee
share or option plans. However, the requirement does apply to the trading of the
securities once they have been acquired.
Notification of Trade in Company Securities
Directors must also notify the Company Secretary of any trade in the Company's
securities as soon as practicable, but not later than 3 business days of such trade
occurring so that the Company Secretary can comply with the ASX Listing Rule
3.19A requirement to notify the ASX of any change in a notifiable interest held by a
Director.
The Company Secretary will maintain a register of all trades and holdings in Company securities by Directors. |
Australia
523 Ligar Street
Ballarat, Victoria
PO Box 63
Wendouree Victoria 3355
Telephone: (03) 5333 3200
Facsimile: (03) 5333 3650
Papua New Guinea
Sinton Spence Chartered Accountants
Level 2, Brian Bell Plaza
Turumu Street
Boroko NCD 111
Papua New Guinea
PO Box 6861, Boroko
Telephone: (675) 325 7611
Facsimile: (675) 325 9389
Australia
523 Ligar Street
Ballarat, Victoria
PO Box 63
Wendouree Victoria 3355
Telephone: (03) 5333 3200
Facsimile: (03) 5333 3650
Mark W Maine M.Com, B.Bus (Acc), CPA
Telephone: (08) 9450 6631
Facsimile: (08) 9450 6631
Mobile: 0416 107 244
Sinton Spence Chartered Accountants
Level 2, Brian Bell Plaza
Turumu Street
Boroko NCD 111
Papua New Guinea
(PO Box 6861, Boroko)
Telephone: (675) 325 7611
Facsimile: (675) 325 9389
Link Market Services Limited
Level 12, 300 Queen Street
Brisbane Qld 4000
Telephone: (02) 8280 7454
Facsimile: (07) 3228 4999
Papua New Guinea Company Number: 1-13756
Australian Business Number:
63 010 856 014
ASX code: PRE
Home Branch: Brisbane
MDB Coralton Pty Ltd
566 Elizabeth Street
Melbourne Vic 3000
Telephone: (03) 9349 1488
Facsimile: (03) 9349 1186
Blake Dawson Waldron
- Port Moresby
Price Sierakowski - Perth
A.N.Z. Bank
- Champion Parade, Port Moresby
National Australia Bank
– Sturt Street, Ballarat
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