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Whitehaven Coal Limited : Annual Report 2012
38 The Board reviews its composition from time to time to ensure the Board benefits from an appropriate balance of skills and experience, details of the experience and skills are set on pages 30 to 31 of the Directors' report. Whitehaven did not comply with recommendation 2.1 of the ASX Guidelines during the 2012 financial year as a majority of the Board are not considered to be independent. However, following the merger a majority of non-executive directors were considered independent. The Board believes that the Directors on the Board can and do make quality and independent judgements in the best interests of the Company. The Board has appointed three additional independent non-executive Directors during the financial year. The Board periodically undertakes an evaluation of the performance of the Board and its Committees. The evaluation encompasses a review of the structure and operation of the Board, and the skills and characteristics required by the Board to maximise its effectiveness, and the appropriateness of the Board's practices and procedures to meet the present and future needs of the Company. The most recent evaluation was conducted at the time of the merger which resulted in the Board being reconstituted to comprise nine directors including four independent directors. Principle 3 -- Promote ethical and responsible decision making Whitehaven has a Code of Ethics and Values. The purpose of this code is to provide Directors and employees with guidance on what is acceptable behaviour. The code requires all Directors, managers and employees to maintain the highest standards of honesty and integrity. The Code of Ethics and Values can be viewed on Whitehaven's website. Whitehaven has a Securities Trading Policy which it has disclosed to the ASX in accordance with the ASX Listing Rules. The Securities Trading Policy sets out the windows in which key management personnel (including Directors) and certain other employees as nominated by the Board can trade in Whitehaven's securities and provides that all key management personnel and certain other employees of Whitehaven and their families and/or trusts should not trade: • if they have inside information (that is, information that is not generally available, or if it were generally available, a reasonable person would expect it would have a material effect on the price or value of the securities; or would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of securities); • during certain periods pending announcements of Whitehaven's results (unless approval is obtained); or • for more than $50,000 worth of securities without written approval from the Chairman. In addition, key management personnel and certain other employees are required to not trade for short term or speculative gain. The Securities Trading Policy applies to all securities issued by Whitehaven and also to: • the securities of companies which are either a joint venture partner of Whitehaven or for which Whitehaven has made (or is planning to make) a takeover offer; and • trading by key management personnel and certain other employees in the securities of other companies in which Whitehaven has a substantial interest (10% or more). The recruitment and selection processes adopted by Whitehaven ensure that staff and management are selected in a non-discriminatory manner based on merit. Whitehaven also values diversity in the organisation. Amendments to the ASX Guidelines which seek to increase awareness regarding the benefits of workplace diversity and to promote greater transparency and actions aimed at addressing barriers to diversity applied to the Company for the first time in the 2012 financial year. The Company recognises that people are its most important asset and is committed to maintaining and promoting workplace diversity. Diversity drives the Company's ability to attract, retain and develop the best talent, create an engaged workforce, deliver the highest quality services to its customers and continue to grow the business. DIRECTORS' REPORT
Annual Report 2011
Annual Report 2013