IMDEX Limited

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Directors Report

The Directors of IMDEX Limited (“IMDEX” or “the Company”) present their report together with the annual Financial Report of the Company and its Subsidiaries (“the Group”) for the financial year ended 30 June 2021.

In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Directors

The names and particulars of the Directors of the Company during or since the end of the financial year are:

Mr. A. Wooles

Non-Executive Chairman

  • Corporate Advisor and Executive
  • Director and Chairman since 1 July 2016
  • Chair of the Remuneration and Nomination Committee
  • Member of the Audit, Risk and Compliance Committee
  • Has held executive and advisory roles in diverse industries including mining, oil and gas, power generation, manufacturing, telecommunications, food and beverages and retail
  • Non-Executive Director of High Peak Royalties Limited (2012 – current)

Ms. S. Layman

Independent, Non-Executive Director

  • Engineer and Certified Practicing Accountant
  • Director since 6 February 2017
  • Chair of the Audit, Risk and Compliance Committee
  • Member of the Australian Institute of Company Directors and CPA Australia
  • Extensive experience within the mining sector and financial markets with significant international and cross commodity experience. Previously Division Director – Metals & Energy Capital Division at Macquarie Bank Limited
  • Non-Executive Director of Pilbara Minerals Ltd (2018 – current), Beach Energy Limited (2019 – current), Newcrest Mining Ltd (2020 – current), and formerly a Non-Executive Director of Perseus Mining Ltd (2017 – 2020) and Gascoyne Resources Limited (2017 – June 2019)

Mr. K. Dundo

Independent, Non-Executive Director

  • Lawyer
  • Director since 14 January 2004
  • Member of the Remuneration and Nomination Committee and the Audit, Risk and Compliance Committee
  • Non-Executive Director of Red 5 Limited (2010 – Current), Avenira Limited (2019 – Current) and formerly a Non-Executive of Cash Converters International Limited (2015 – 2020)

Mr. I. Gustavino

Independent, Non-Executive Director

  • Corporate Advisor
  • Director since 3 July 2015
  • Member of the Remuneration and Nomination Committee
  • Prior to his role as a corporate advisor, Mr. Gustavino was a co-founding shareholder and Director of Surpac Software, now Dassault Systèmes GEOVIA Inc.
  • Non-Executive Chairman of CVCheck Limited (2018 – current)

Ms. T. Arlaud

Independent, Non-Executive Director

  • Corporate Advisor
  • Director since 10 February 2021
  • Since 2019, Ms Arlaud has been Chief Executive Officer – Mining Specialist at IMB, Inc, Frisco in Colorado, USA. Prior to this role she was Regional Director Mining for the US and Western Canada/Mass Mining Lead (Globally)
  • Non-Executive Director of Global Atomic Corporation (TXX: GLO) (June 2020 – current) and Non-Executive Director of Seabridge Gold (TSX: SEA, NYSE:SA) (June 2021 – current)

Directors' Meetings

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member).


Company Secretary

Mr. P. Evans

Mr. Evans, a Chartered Accountant, joined IMDEX on 17 October 2006. After leaving professional practice he worked in a range of commercial and financial roles in the media, manufacturing and telecommunications industries. Mr. Evans is a Fellow of the Chartered Accountants Australia and New Zealand.

Mr. M. Tomasz

Mr Tomasz joined IMDEX in May 2021. He is admitted as a barrister and solicitor in the Supreme Court of New South Wales and admitted as a Solicitor in England & Wales. He has experience in both corporate and commercial law gained from a variety of multinational resource and industrial conglomerate companies.

Operations Review

Principal Activities

IMDEX is a leading global Mining-Tech company that enables resource companies and drilling contractors to safely find, mine and define orebodies with precision and at speed. The Company’s product offering includes an integrated range of drilling optimisation products, cloud-connected rock knowledge sensors, and data and analytical software. This product offering is commodity agnostic and can be applied across the mining value chain. During FY21 IMDEX supported clients in more than 100 countries. The Company’s long-standing client base typically includes tier 1 drilling contractors and resource companies operating within the global minerals industry. IMDEX has 22 facilities in all key mining regions of the world. Its head office is in Balcatta, Western Australia.

Review of Operations

A review of the operations of the consolidated entity during the financial year and of the results of those operations is contained in the Annual Report.

Dividends

The following dividends have been paid by the Company or declared by the Directors since the commencement of the financial year ended 30 June 2021:

(i) fully-franked final dividend of 0.7 cents (2019: 1.4 cents) per share paid on 13 October 2020;

(ii) fully-franked interim dividend of 1.0 cents (2020: 1.0 cents) per share paid on 23 March 2021;

(iii) fully-franked final dividend of 1.4 cents (2020: 0.7 cents) per share to be paid on 12 October 2021; and

(iv) fully-franked special dividend of 0.4 cents (2020: 2.0 cents) per share to be paid on 12 October 2021.

Changes in State of Affairs

There were no significant changes in the state of affairs of the Group.

Subsequent Events

There have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the result of these operations, or the state of affairs of the Group in future financial years.

Environmental Regulations

The only entity in the Group that is subject to environmental regulations is Samchem Drilling Fluids and Chemicals (Pty) Ltd. They are required to comply with the South African National Water Act, Act No 36 of 1998 which requires the management of effluent discharge. This is controlled through an effluent system.

Non-audit services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 5.8 to the financial statements. The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the fees paid for services provided as disclosed in note 5.8 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit, Risk and Compliance Committee, for the following reasons:

All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and

None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s Independence Declaration

The auditor’s independence declaration is included in the Annual Report immediately prior to the Audit Report.

Indemnification of Officers and Auditors

During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary, and all Executive Officers of the Company and of any related body corporate against a liability incurred as such a Director, Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.

Rounding Off of Amounts

The amounts contained in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) where noted ($’000) under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies.

ASX Governance Principles and ASX Recommendations

The Australian Securities Exchange Corporate Governance Council sets out best practice recommendations, including corporate governance practices and suggested disclosures (ASX Recommendations). ASX Listing Rule 4.10.3 requires companies to disclose the extent to which they have complied with the ASX Recommendations and to give reasons for not following them. Unless otherwise indicated, the ASX Recommendations including corporate governance practices and suggested disclosures have been adopted by IMDEX for the full year ended 30 June 2021. In addition, the Company has a Corporate Governance section on its website: www.imdexlimited.com (under the “Investors” heading) which includes the relevant documentation suggested by the ASX Recommendations. The IMDEX Group’s Corporate Governance Statement (Statement) for the financial year ending 30 June 2021 is dated as at 30 June 2021 and was approved by the Board of IMDEX (Board) on 15 August 2021. The extent to which IMDEX has complied with the ASX Recommendations during the year ended 30 June 2021, and the main corporate governance practices in place can be viewed in the Corporate Governance section on the Company website.