And when you start delving deeper, as I have, the amount areas where Sayona is Non compliant with their own constitution and governance policies is astounding for an ASX200 company.
To be in line with these policies they would need more than 4 part time directors.
Instead, we have Crawford who is semi retired, with one foot out the door, Brown who is too busy flying to Fish Lake Nevada and running Morella,
Buckler who sits in the shadows and no one knows what he does, and Lucas who is busy running his own boutique Law practice.
What sort of board is this?
This is not conjecture, THIS IS FACT.
Please read the governance statement and constitution.
In terms of
NON COMPLIANCE, it is in nearly every clause of the governance statement, as below-
1.5 Diversity policy-NOT COMPLIANT-As at the date of this Annual Report, no members of the Board are women.
The board will report specifically in relation to the proportions of men and women on the board in senior executive positions. The
initial focus is on ensuring a minimum 30% representation of women on the Board and across the management team.
2.1 Nomination committee- NOT COMPLIANT-Have a nomination committee which has at least three members, a majority of whom are
INDEPENDANT directors and is chaired by an independent director-
The Group does not comply with this recommendation
2.4 A majority of the board shall be independant directors-BREACH-Sayona even states Sayona is not compliant with this recommendation
2.4 Executive Independant director search from 2022- NOT COMPLIANT- Failed and none appointed
2.5 No independant chair- NOT COMPLIANT-The chair of the board should be independant, and in particular, should not be the CEO.
Sayona is not fully compliant with this recommendation.
No chair and nil independance.
3.2 Code of conduct- JV negotiation Morella/Sayona. POSSIBLE BREACHConflict of interest- Morella- Brown and Buckler
Conflict of Duty- Morella- Brown and Buckler
3.3 Whistleblower policy-NOT COMPLIANTNon existent and not considered necessary by Sayona.
4.1 Audit committee- safeguard integrity in corporate reporting- NOT COMPLIANT-Sayona has NOT established an audit committee.
5 Continuous Disclosure -Possible breaches- Pontiac claims, Primero study at Amoss, Offtake clarification, CEO removal, etc...
6- Respect the rights of shareholders- POSSIBLE NON COMPLIANCE-Providing them with appropriate information and facilities to allow them to exercise those rights effectively???
Many investors do not feel this has been achieved.
6.2 Investor relations program- NOT COMPLIANT-Non existant except for Dougal..... the finance manager who has been dumped into this role.
6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Attempted lock out of investors, by changing the constitution to allow VR ONLY meetings.
This has now been attempted on 2 occasions .
7.1- Risk management committee- NOT COMPLIANT-Non existant-The Group does not currently have a separate risk management committee.
7.3- Internal audit committe-NOT COMPLIANT-Non existant- The Group does not have an internal audit function
8.1 Remuneration committee- NOT COMPLIANT- Sayona has not established a remuneration committee, and this has been undertaken by the NED 's.
The remuneration is NOT indexed to performance.
8.3 A listed entity which has an equity-based remuneration scheme should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme
POSSIBLE BREACH WITH MORELLA /SAYONA JV NEGOTIATIONS-
The Group has an equity-based remuneration scheme and participants are prohibited from entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration.
So layed out above, are further examples of the failings of the board, even at a very basic level.
The level of self governance.
Where most investors trust the right thing is being done.
And even more worrying, is the lack of ANY plan, to rectify these recommendations and become compliant.
Really?
I can understand how some of these policies and committees could be excused in a junior explorer, but a current producer?
An ASX 200 listed entity?
With board renewal promised 12 months ago, and nothing to show for this process?
And I think this clearly illustrates the current mindset of the board.
Junior mining thinking....non compliant here, non compliant there....no worries Alan, just keep rolling with it.
But as investors in this company, in my opinion, it is simply not good enough.
It highlights to me the lack of independance and self governance.
It reeks of guys in control who just think they can do whatever they want....and keep us at arms length with VR only meetings.
And it reinforces my reasoning behind a distinct lack of faith and trust with these guys.
The lack of initiative and vision, to take this company through the ASX200 and beyond to the 100 and the 50.
Can you really see these guys as the team to take us forward?
Because all we have seen since they have been in control, is a sea of red with the systematic demolition of the SP, and the company going backwards.
At this rate, just in a few days on the 2nd of December, we will be ejected from the 200.
We may even be ejected out of the 300. as we sit in position 366, slipping another 30 positions from last week.
And as we head to fresh 52 week lows, you really have to ask yourself the question, is this board doing enough?
In terms of governance...are they doing enough?
In terms of strategy...are they doing enough?
In terms of board renewal, independance, diversity and skillset...are they doing enough?
In terms of justifying massive remuneration increases of up to 109%...are they doing enough?
In terms of initiative and strategy...are they doing enough?
In terms of protecting Sayona from take over...are they doing enough?
In terms of creating shareholder value...are they doing enough?
In my view, sadly NOT.
Far from it....it feels like we are going backward with gaining momentum.
Momentum that cannot be arrested and will continue without radical change.
This radical change must happen ASAP!
Luckily, we will get our chance Thursday, and voice our opinions and concerns, and to vote on the future of this company.
And I for one, will be voting NO!
(20min delay)
