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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Nyota Minerals | LSE:NYO | London | Ordinary Share | AU000XINEAJ7 | ORD SHS NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.01 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMNYO
RNS Number : 3082L
Nyota Minerals Limited
30 September 2016
NYOTA MINERALS LIMITED
CORPORATE GOVERNANCE STATEMENT
FINANCIAL YEARED 30 JUNE 2016
Nyota Minerals Limited (the "Company") considers the adoption of appropriate systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this report. Commensurate with the spirit of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 3(rd) edition ("Principles" and/or "Recommendations") the Company has followed each Recommendation where the Board has considered the recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, resources available and activities of the Company.
This Corporate Governance Statement has been approved by the Board of the Company and is effective as at 29 September 2016.
CORPORATE GOVERNANCE DISCLOSURES
Hot Features
Premium
Corporate Governance Compliance Reason for
Council non-compliance
recommendation
---------------------------- ---------------------------------------------------------------- ----------------------
Principle 1 - Lay solid foundations for management and oversight
----------------------------------------------------------------------------------------------------------------------
1.1 A listed entity The Company has established N/a
should the functions reserved
disclose: to the Board, and those
(a) the respective delegated to senior executives
roles and has set out these functions
and responsibilities in its Board Charter.
of its board and
management; The Board Charter is available
and on Nyota's website at:
(b) those matters http://www.nyotaminerals.com/introduction
expressly
reserved to the board
and those delegated
to
management.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.2 A listed entity Resumes are requested and N/a
should: appropriate checks are
(a) undertake made when new directors
appropriate are considered.
checks before A biography of each director
appointing is provided in the Company
a person, or putting annual report to assist
forward to security members in their decision
holders on whether to elect or
a candidate for re-elect the director.
election,
as a director; and
(b) provide security
holders with all
material
information in its
possession
relevant to a
decision
on whether or not to
elect or re-elect a
director.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.3 A listed entity All directors are issued N/a
should with a letter of appointment
have a written upon their election to
agreement the Board.
with each director
and
senior executive
setting
out the terms of
their
appointment.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.4 The company secretary The Company Secretary is N/a
of a listed entity appointed by the Board
should and is accountable to the
be accountable Board, through the Chairman,
directly for the proper functioning
to the board, through of the Board and all governance
the chair, on all matters.
matters
to do with the proper
functioning of the
board.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.5 A listed entity The Company has established Given the small size
should: a Diversity Policy, which of
(a) have a includes requirements for the Company, the
diversity the Board to establish Board
policy which measurable objectives for has not set
includes achieving gender diversity measurable
requirements for and for the Board to assess objectives for
the annually both the objectives achieving
board or a and progress towards achieving gender diversity.
relevant them. However,
committee the Company's Board
of the board to The Diversity Policy is does
set measurable available on Nyota's website take into account
objectives for at: the
achieving http://www.nyotaminerals.com/introduction gender, age,
gender diversity ethnicity
and and cultural
to assess background
annually both of potential Board
the objectives members,
and the executives and
entity's progress employees.
in
achieving them; At the date of this
(b) disclose that report
policy the Company has only
or a summary of 1
it; and male employees and
(c) disclose as no
at the female directors.
end of each
reporting
period the
measurable
objectives for
achieving
gender diversity
set
by the board or a
relevant
committee of the
board
in accordance
with the
entity's
diversity policy
and its progress
towards
achieving them
and either:
(1) the
respective
proportions
of men and women
on the
board, in senior
executive
positions and
across
the whole
organisation
(including how
the entity
has defined
"senior
executive"
for these
purposes);
or
(2) if the entity
is
a "relevant
employer"
under the
Workplace Gender
Equality Act, the
entity's
most recent
"Gender Equality
Indicators", as
defined
in and published
under
that Act.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.6 A listed entity Evaluations of the Board N/a
should: and its committees are
(a) have and disclose undertaken by way of round-table
a process for discussions, and, when
periodically the Company has an independent
evaluating the Chairman, the Chair conducts
performance individual one on one interviews
of the board, its Directors.
committees
and individual As the Company does not
directors; currently have an independent
and non-executive Chairman
(b) disclose, in the full Board evaluated
relation the performance of the
to each reporting Board as a whole and the
period, individual directors by
whether a performance way of round-table discussions
evaluation was during the year.
undertaken
in the reporting
period
in accordance with
that
process.
---- ---------------------- ---------------------------------------------------------------- ----------------------
1.7 A listed entity N/a
should: The Chairman is responsible
(a) have and disclose for evaluating the performance
a process for of senior executives. The
periodically performance evaluation
evaluating the of senior executives is
performance undertaken by meetings
of its senior held with each senior executive
executives; and the Chairman on an
and informal basis at least
(b) disclose, in once a year.
relation
to each reporting As the Company does not
period, currently have an independent
whether a performance non-executive Chairman
evaluation was the full Board evaluated
undertaken the performance of senior
in the reporting executives by way of round-table
period discussions
in accordance with
that
process.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 2 - Structure the board to add value
----------------------------------------------------------------------------------------------------------------------
2.1 The board of a The Board has not
listed established
entity should: a separate Nomination
(a) have a Committee. The Board
nomination believes
committee which: that there would be
(1) has at least no
three efficiencies gained
members, a by
majority of establishing a
whom are separate
independent Nomination Committee.
directors; and Accordingly, the
(2) is chaired by Board
an performs the role of
independent the
director, Nomination Committee.
and disclose:
(3) the charter The Board comprises a
of the varied balance of
committee; skills
(4) the members ranging from
of the exploration,
committee; and mining, engineering,
(5) as at the end accounting,
of corporate
each reporting administration
period, and finance. The
the number of Company
times the believes the Board
committee met has
throughout an appropriate
the period and balance
the individual of skills and
attendances of experience
the members to effectively
at those discharge
meetings; OR its duties.
(b) if it does
not have
a nomination
committee,
disclose that
fact and
the processes it
employs
to address board
succession
issues and to
ensure
that the board
has the
appropriate
balance of
skills,
knowledge,
experience,
independence and
diversity
to enable it to
discharge
its duties and
responsibilities
effectively.
---- ---------------------- ---------------------------------------------------------------- ----------------------
2.2 A listed entity A profile of each Director
should setting out their skills,
have and disclose a experience, expertise and
board period of office is set
skills matrix setting out in the Annual Report.
out the mix of skills The mix of skills and diversity
and diversity that for which the Board is
the looking to achieve in membership
board currently has of the Board are: ability
or to provide guidance on
is looking to achieve the development of the
in its membership. Company's assets; independence;
understanding of exploration;
capital markets; geological;
finance; and mining engineering
experience.
---- ---------------------- ---------------------------------------------------------------- ----------------------
2.3 A listed entity No director is considered
should an independent director.
disclose: A profile of each Director
(a) the names of the setting out their skills,
directors considered experience, expertise and
by the board to be period of office is set
independent out in the Annual Report.
directors;
(b) if a director has
an interest,
position,
association or
relationship
of the type described
in Box 2.3 but the
board
is of the opinion
that
it does not
compromise
the independence of
the
director, the nature
of the interest,
position,
association or
relationship
in question and an
explanation
of why the board is
of
that opinion; and
(c) the length of
service
of each director.
---- ---------------------- ---------------------------------------------------------------- ----------------------
2.4 A majority of the The Board does not
board have
of a listed entity a majority of
should independent
be independent Directors. Executive
directors. directors
have a significant
financial
interest in the
Company
which better aligns
their
interests with
shareholders.
Given the size and
scope
of the Company's
operations,
the Board considers
that
this is acceptable.
---- ---------------------- ---------------------------------------------------------------- ----------------------
2.5 The chair of the The Chairman is
board neither
of a listed entity independent nor
should non-executive.
be an independent Whilst the Company
director recognises
and, in particular, the benefit of having
should an independent
not be the same Director
person as Chair, the size
as the CEO of the and
entity. scope of the
Company's
operations, is such
acceptable
that the Board
composition
is appropriate.
.
---- ---------------------- ---------------------------------------------------------------- ----------------------
2.6 A listed entity Given the size and
should scope
have a program for of the Company's
inducting operations
new directors and and its current
provide working
appropriate capital position, the
professional Board considers that
development each
opportunities director should
for directors to undertake
develop his own professional
and maintain the development
skills activities.
and knowledge needed
to perform their role
as directors
effectively.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 3 - ACT ethicalLY and responsiblY
----------------------------------------------------------------------------------------------------------------------
3.1 A listed entity The Company has adopted N/a
should: a code of conduct which
(a) have a code of can be viewed at:
conduct http://www.nyotaminerals.com/introduction
for its directors,
senior
executives and
employees;
and
(b) disclose that
code
or a summary of it.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 4 - Safeguard integrity in CORPORATE reporting
----------------------------------------------------------------------------------------------------------------------
4.1 The board of a The Board considers
listed that
entity should: no efficiencies or
(a) have an audit other
committee benefits would be
which: gained
(1) has at least by establishing a
three separate
members, all of Audit Committee and
whom the
are non-executive full Board has acted
directors in
and a majority of the role of Audit
whom Committee
are independent during the reporting
directors; period.
and
(2) is chaired by Notwithstanding this
an departure
independent from the
director, Recommendations
who is not the the Board considers
chair the
of the board, composition of the
and disclose: Board
(3) the charter will be sufficient to
of the enable it to properly
committee; discharge its duties
(4) the relevant normally
qualifications undertaken by an
and experience of Audit
the Committee.
members of the
committee; The Board has stated
and its
(5) in relation audit and compliance
to each responsibilities
reporting period, in an Audit Committee
the Charter which can be
number of times viewed
the committee at:
met throughout http://www.nyotaminer
the period als.com/introduction
and the
individual
attendances
of the members at
those
meetings; OR
(b) if it does
not have
an audit
committee,
disclose
that fact and the
processes
it employs that
independently
verify and
safeguard
the integrity of
its
corporate
reporting,
including the
processes
for the
appointment and
removal of the
external
auditor and the
rotation
of the audit
engagement
partner.
---- ---------------------- ---------------------------------------------------------------- ----------------------
4.2 The board of a listed The CEO and CFO provided N/a
entity should, before this declaration to the
it approves the Board for the current reporting
entity's period.
financial statements
for a financial
period,
receive from its CEO
and CFO a declaration
that, in their
opinion,
the financial records
of the entity have
been
properly maintained
and
that the financial
statements
comply with the
appropriate
accounting standards
and give a true and
fair
view of the financial
position and
performance
of the entity and
that
the opinion has been
formed on the basis
of
a sound system of
risk
management and
internal
control which is
operating
effectively.
---- ---------------------- ---------------------------------------------------------------- ----------------------
4.3 A listed entity that The auditor receives a N/a
has an AGM should copy of the Notice of Annual
ensure General Meeting and is
that its external invited to attend that
auditor meeting.
attends its AGM and
is
available to answer
questions
from security holders
relevant to the
audit.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 5 - Make timely and balanced disclosure
----------------------------------------------------------------------------------------------------------------------
5.1 A listed entity The Company has adopted N/a
should: a continuous disclosure
(a) have a written compliance policy which
policy can be viewed at
for complying with http://www.nyotaminerals.com/introduction
its
continuous disclosure
obligations under the
Listing Rules; and
(b) disclose that
policy
or a summary of it.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 6 - Respect the rights of sECURITY holders
----------------------------------------------------------------------------------------------------------------------
6.1 A listed entity The Company maintains a N/a
should website that contains information
provide information about it and its governance
about policies at:
itself and its http://www.nyotaminerals.com/introduction
governance
to investors via its
website.
---- ---------------------- ---------------------------------------------------------------- ----------------------
6.2 A listed entity The Company encourages N/a
should shareholders to choose
design and implement email as their preferred
an investor relations method of communication.
program to facilitate Most investors have elected
effective two-way to receive their annual
communication report by email. Shareholders
with investors. can contact the Company
using the email address
listed in communications
and on the Contact Us section
of its website.
---- ---------------------- ---------------------------------------------------------------- ----------------------
6.3 A listed entity The Company encourages N/a
should shareholders to participate
disclose the policies in general meetings through
and processes it has the following means:
in place to * Well set out and easy to read Notices of Meeting and
facilitate Explanatory Memoranda
and encourage
participation
at meetings of * Placing copies of these documents on the Company's
security website
holders.
* Conducting proxy solicitation programs (when
appropriate)
---- ---------------------- ---------------------------------------------------------------- ----------------------
6.4 A listed entity The Company encourages N/a
should investors to choose email
give security holders as their preferred method
the option to receive of communication. Most
communications from, investors have elected
and send to receive their annual
communications report by email. The Company's
to, the entity and share registry facilitates
its electronic communication
security registry so members can access details
electronically. of their holding.
Shareholders can contact
the Company using the email
address listed in communications
and on the Contact Us section
of its website.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 7 - RECOGNISE AND MANAGE RISK
----------------------------------------------------------------------------------------------------------------------
7.1 The board of a The Board has
listed adopted
entity should: a Risk Management
(a) have a Policy,
committee which sets out the
or committees to Company's
oversee risk profile. Under
risk, each of the
which: policy, the full
(1) has at least Board
three is responsible for
members, a approving
majority of the Company's
whom are policies
independent on risk oversight
directors; and and
(2) is chaired by management and
an satisfying
independent itself that
director, management
and disclose: has developed and
(3) the charter implemented
of the a sound system of
committee; risk
(4) the members management and
of the internal
committee; and control.
(5) as at the end Under the policy,
of the
each reporting Board delegates
period, day-to-day
the number of management of risk
times the to
committee met the CEO, who is
throughout responsible
the period and for identifying,
the individual assessing,
attendances of monitoring and
the members managing
at those risks. The CEO is
meetings; OR also
(b) if it does responsible for
not have updating
a risk committee the Company's
or committees material
that satisfy (a) business risks to
above, reflect
disclose that any material
fact and changes,
the processes it with the approval of
employs the
for overseeing Board.
the entity's In fulfilling the
risk management duties
framework. of risk management,
the
CEO may have
unrestricted
access to Company
employees,
contractors and
records
and may obtain
independent
expert advice on any
matter
he believes
appropriate.
---- ---------------------- ---------------------------------------------------------------- ----------------------
7.2 The board or a The full Board evaluates N/a
committee the Company's risk management
of the board should: framework. A review was
(a) review the undertaken at a Board meeting
entity's during the reporting period.
risk management
framework
at least annually to
satisfy itself that
it
continues to be
sound;
and
(b) disclose, in
relation
to each reporting
period,
whether such a review
has taken place.
---- ---------------------- ---------------------------------------------------------------- ----------------------
7.3 A listed entity The Company does not have N/a
should an internal audit function.
disclose: Management's process of
(a) if it has an evaluating and improving
internal the effectiveness of risk
audit function, how management and internal
the control processes is considered
function is by the full Board on a
structured regular basis. A review
and what role it was undertaken at Board
performs; level during the reporting
OR period.
(b) if it does not
have
an internal audit
function,
that fact and the
processes
it employs for
evaluating
and continually
improving
the effectiveness of
its risk management
and
internal control
processes.
---- ---------------------- ---------------------------------------------------------------- ----------------------
7.4 A listed entity The Company has material N/a
should exposures to financial,
disclose whether it economic, environmental
has and social sustainability
any material exposure risks normal to a junior
to economic, exploration company operating
environmental in several different countries.
and social The macro-economic environment
sustainability plus matters directly impacting
risks and, if it on the Company's finances
does, and operations are continually
how it manages or monitored.
intends
to manage those
risks.
---- ---------------------- ---------------------------------------------------------------- ----------------------
Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
----------------------------------------------------------------------------------------------------------------------
8.1 The board of a The Company does not
listed have
entity should: a remuneration
(a) have a committee
remuneration and this role is
committee which: carried
(1) has at least out by the full
three Board.
members, a The Board considers
majority of that
whom are no efficiencies or
independent other
directors; and benefits would be
(2) is chaired by gained
an by establishing a
independent separate
director, Remuneration
and disclose: Committee.
(3) the charter
of the Details of
committee; remuneration
(4) the members and the processes for
of the setting the level and
committee; and composition of
(5) as at the end remuneration
of for directors and
each reporting senior
period, executives and
the number of ensuring
times the that such
committee met remuneration
throughout is appropriate and
the period and not
the individual excessive are
attendances of disclosed
the members on pages 12 to 17 of
at those the
meetings; OR 2015 Annual Report.
(b) if it does
not have
a remuneration
committee,
disclose that
fact and
the processes it
employs
for setting the
level
and composition
of remuneration
for directors and
senior
executives and
ensuring
that such
remuneration
is appropriate
and not
excessive.
---- ---------------------- ---------------------------------------------------------------- ----------------------
8.2 A listed entity The Company's remuneration N/a
should policies and practices
separately disclose regarding the remuneration
its of non-executive directors
policies and and the remuneration of
practices executive directors and
regarding the other senior executives
remuneration are set out in the Annual
of non-executive Report accessible at :
directors http://www.nyotaminerals.com/financials
and the remuneration
of executive
directors
and other senior
executives.
---- ---------------------- ---------------------------------------------------------------- ----------------------
8.3 A listed entity which N/a - the Company
has an equity-based does
remuneration not have a policy of
scheme should: this
(a) have a policy on kind
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; and
(b) disclose that
policy
or a summary of it.
---- ---------------------- ---------------------------------------------------------------- ----------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDBLBXQKFFBBL
(END) Dow Jones Newswires
September 30, 2016 03:17 ET (07:17 GMT)
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