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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 | |
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0.00 | 0.00% | 0.01 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMNYO
RNS Number : 3059L
Nyota Minerals Limited
30 September 2016
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity ----------------------- NYOTA MINERALS LIMITED ----------------------- ABN/ARBN Financial year ended --------------- 98 060 938 552 30 June 2016 --------------- --------------------
Our corporate governance statement for the above period above can be found at:
these pages of our annual report: _____________________________________________ this URL on our website: http://www.nyotaminerals.com/introduction
The Corporate Governance Statement is accurate and up to date as at 29 September 2016 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date here: 29 September 2016 Sign here: _______________________________
Director
Print name:
_______________________________
[1] Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
[1] "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
[1] Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council We have followed the recommendation We have NOT followed the recommendation in full for the whole of recommendation in full the period above. We have for the whole of the period disclosed ... above. We have disclosed ... ---------------------------------- --------------------------------------------------- ----------------------------- Principle 1 - Lay solid foundations for management and oversight ---------------------------------------------------------------------------------------------------------------------- 1.1 A listed entity should ... the fact that we follow an explanation why that disclose: this recommendation: is so in our Corporate (a) the respective roles in our Corporate Governance Governance Statement OR and responsibilities Statement OR we are an externally of its board and at this location: managed entity and this management; _____________________________________________ recommendation is therefore and Insert location here not applicable (b) those matters expressly reserved to the board ... and information about and those delegated to the respective roles and management. responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): at this location: http://www.nyotaminerals.com/intorduction ---- ---------------------------- --------------------------------------------------- ----------------------------- 1.2 A listed entity should: ... the fact that we follow an explanation why that (a) undertake appropriate this recommendation: is so in our Corporate checks before appointing in our Corporate Governance Governance Statement OR a person, or putting Statement OR we are an externally forward to security holders at this location: managed entity and this a candidate for election, _____________________________________________ recommendation is therefore as a director; and Insert location here not applicable (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 should ... the fact that we follow an explanation why that have a written agreement this recommendation: is so in our Corporate with each director and in our Corporate Governance Governance Statement OR senior executive setting Statement OR we are an externally out the terms of their at this location: managed entity and this appointment. _____________________________________________ recommendation is therefore Insert location here not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- 1.4 The company secretary ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be accountable directly in our Corporate Governance Governance Statement OR to the board, through Statement OR we are an externally the chair, on all matters at this location: managed entity and this to do with the proper _____________________________________________ recommendation is therefore functioning of the board. Insert location here not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- 1.5 A listed entity should: ... the fact that we have an explanation why that (a) have a diversity a diversity policy that is so in our Corporate policy which includes complies with paragraph Governance Statement OR requirements for the (a): we are an externally board or a relevant in our Corporate Governance managed entity and this committee Statement OR recommendation is therefore of the board to set at this location: not applicable measurable _____________________________________________ objectives for Insert location here achieving gender diversity and ... and a copy of our diversity to assess annually both policy or a summary of the objectives and the it: entity's progress in at this location: achieving them; _____________________________________________ (b) disclose that Insert location here policy or a summary of it; and ... the measurable objectives (c) disclose as at the for achieving gender diversity end of each reporting set by the board or a relevant period the measurable committee of the board
objectives for in accordance with our achieving diversity policy and our gender diversity set progress towards achieving by the board or a them: relevant in our Corporate Governance committee of the board Statement OR in accordance with the at this location: entity's diversity _____________________________________________ policy Insert location here and its progress towards ... and the information achieving them and referred to in paragraphs either: (c)(1) or (2): (1) the respective in our Corporate Governance proportions Statement OR of men and women on the at this location: board, in senior _____________________________________________ executive Insert location here 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 should: ... the evaluation process an explanation why that (a) have and disclose referred to in paragraph is so in our Corporate a process for periodically (a): Governance Statement OR evaluating the performance in our Corporate Governance we are an externally of the board, its Statement OR managed entity and this committees at this location: recommendation is therefore and individual directors; _____________________________________________ not applicable and Insert location here (b) disclose, in relation to each reporting period, ... and the information whether a performance referred to in paragraph evaluation was undertaken (b): in the reporting period in our Corporate Governance in accordance with that Statement OR process. at this location: _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 1.7 A listed entity should: ... the evaluation process an explanation why that (a) have and disclose referred to in paragraph is so in our Corporate a process for periodically (a): Governance Statement OR evaluating the performance in our Corporate Governance we are an externally of its senior executives; Statement OR managed entity and this and at this location: recommendation is therefore (b) disclose, in relation _____________________________________________ not applicable to each reporting period, Insert location here whether a performance evaluation was undertaken ... and the information in the reporting period referred to in paragraph in accordance with that (b): process. in our Corporate Governance Statement OR at this location: _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 2 - Structure the board to add value ---------------------------------------------------------------------------------------------------------------------- 2.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a nomination ... the fact that we have Governance Statement OR committee which: a nomination committee we are an externally (1) has at least three that complies with paragraphs managed entity and this members, a majority of (1) and (2): recommendation is therefore whom are independent in our Corporate Governance not applicable directors; and Statement OR (2) is chaired by an at this location: independent director, _____________________________________________ and disclose: Insert location here (3) the charter of the committee; ... and a copy of the charter (4) the members of the of the committee: committee; and at this location: (5) as at the end of _____________________________________________ each reporting period, Insert location here the number of times the committee met ... and the information throughout referred to in paragraphs the period and the (4) and (5): individual in our Corporate Governance attendances of the Statement OR members at this location: at those meetings; OR _____________________________________________ (b) if it does not have Insert location here a nomination committee, disclose that fact and [If the entity complies the processes it with paragraph (b):] employs ... the fact that we do to address board not have a nomination committee succession and the processes we employ issues and to ensure to address board succession that the board has the issues and to ensure that appropriate balance of the board has the appropriate skills, knowledge, balance of skills, knowledge, experience, experience, independence independence and and diversity to enable diversity it to discharge its duties to enable it to and responsibilities effectively: discharge in our Corporate Governance its duties and Statement OR responsibilities at this location: effectively. _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 2.2 A listed entity should ... our board skills matrix: an explanation why that have and disclose a board in our Corporate Governance is so in our Corporate skills matrix setting Statement OR Governance Statement OR out the mix of skills at this location: we are an externally and diversity that the _____________________________________________ managed entity and this board currently has or Insert location here recommendation is therefore is looking to achieve not applicable in its membership. ---- ---------------------------- --------------------------------------------------- ----------------------------- 2.3 A listed entity should ... the names of the directors an explanation why that disclose: considered by the board is so in our Corporate (a) the names of the to be independent directors: Governance Statement directors considered in our Corporate Governance by the board to be Statement OR independent at this location: directors; On pages 7 and 8 of the (b) if a director has 2015 Annual Report an interest, position, Insert location here
association or relationship of the type described ... where applicable, the in Box 2.3 but the board information referred to is of the opinion that in paragraph (b): it does not compromise in our Corporate Governance the independence of the Statement OR director, the nature at this location: of the interest, position, _____________________________________________ association or relationship Insert location here in question and an ... the length of service explanation of each director: of why the board is of in our Corporate Governance that opinion; and Statement OR (c) the length of service at this location: of each director. On pages 7 and 8 of the 2016 Annual Report Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 2.4 A majority of the board ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be independent directors. in our Corporate Governance Governance Statement OR Statement OR we are an externally at this location: managed entity and this _____________________________________________ recommendation is therefore Insert location here not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- 2.5 The chair of the board ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be an independent director in our Corporate Governance Governance Statement OR and, in particular, should Statement OR we are an externally not be the same person at this location: managed entity and this as the CEO of the entity. _____________________________________________ recommendation is therefore Insert location here not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- 2.6 A listed entity should ... the fact that we follow an explanation why that have a program for this recommendation: is so in our Corporate inducting in our Corporate Governance Governance Statement OR new directors and provide Statement OR we are an externally appropriate professional at this location: managed entity and this development opportunities _____________________________________________ recommendation is therefore for directors to develop Insert location here not applicable and maintain the skills and knowledge needed to perform their role as directors effectively. ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 3 - ACT ethicalLY and responsiblY ---------------------------------------------------------------------------------------------------------------------- 3.1 A listed entity should: ... our code of conduct an explanation why that (a) have a code of conduct or a summary of it: is so in our Corporate for its directors, senior in our Corporate Governance Governance Statement executives and employees; Statement OR and at this location: (b) disclose that code _____________________________________________ or a summary of it. Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 4 - Safeguard integrity in CORPORATE reporting ---------------------------------------------------------------------------------------------------------------------- 4.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have an audit ... the fact that we have Governance Statement committee an audit committee that which: complies with paragraphs (1) has at least three (1) and (2): members, all of whom in our Corporate Governance are non-executive Statement OR directors at this location: and a majority of whom _____________________________________________ are independent Insert location here directors; and ... and a copy of the charter (2) is chaired by an of the committee: independent director, at this location: who is not the chair _____________________________________________ of the board, Insert location here and disclose: (3) the charter of the ... and the information committee; referred to in paragraphs (4) the relevant (4) and (5): qualifications in our Corporate Governance and experience of the Statement OR members of the at this location: committee; _____________________________________________ and Insert location here (5) in relation to each reporting period, the [If the entity complies number of times the with paragraph (b):] committee ... the fact that we do met throughout the not have an audit committee period and the processes we employ and the individual that independently verify attendances and safeguard the integrity of the members at those of our corporate reporting, meetings; OR including the processes (b) if it does not have for the appointment and an audit committee, removal of the external disclose auditor and the rotation that fact and the of the audit engagement processes partner: it employs that in our Corporate Governance independently Statement OR verify and safeguard at this location: the integrity of its _____________________________________________ corporate reporting, Insert location here 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 fact that we follow an explanation why that entity should, before this recommendation: is so in our Corporate it approves the entity's in our Corporate Governance Governance Statement financial statements Statement OR for a financial period, at this location: receive from its CEO _____________________________________________ and CFO a declaration Insert location here 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 fact that we follow an explanation why that has an AGM should ensure this recommendation: is so in our Corporate
that its external auditor in our Corporate Governance Governance Statement OR attends its AGM and is Statement OR we are an externally available to answer at this location: managed entity that does questions _____________________________________________ not hold an annual general from security holders Insert location here meeting and this relevant to the audit. recommendation is therefore not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 5 - Make timely and balanced disclosure ---------------------------------------------------------------------------------------------------------------------- 5.1 A listed entity should: ... our continuous disclosure an explanation why that (a) have a written policy compliance policy or a is so in our Corporate for complying with its summary of it: Governance Statement continuous disclosure in our Corporate Governance obligations under the Statement OR Listing Rules; and at this location: (b) disclose that policy _____________________________________________ or a summary of it. Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 6 - Respect the rights of sECURITY holders ---------------------------------------------------------------------------------------------------------------------- 6.1 A listed entity should ... information about us an explanation why that provide information about and our governance on our is so in our Corporate itself and its governance website: Governance Statement to investors via its at this location: website. http://www.nyotaminerals.com/introduction ---- ---------------------------- --------------------------------------------------- ----------------------------- 6.2 A listed entity should ... the fact that we follow an explanation why that design and implement this recommendation: is so in our Corporate an investor relations in our Corporate Governance Governance Statement program to facilitate Statement OR effective two-way at this location: communication _____________________________________________ with investors. Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 6.3 A listed entity should ... our policies and processes an explanation why that disclose the policies for facilitating and encouraging is so in our Corporate and processes it has participation at meetings Governance Statement OR in place to facilitate of security holders: we are an externally and encourage participation in our Corporate Governance managed entity that does at meetings of security Statement OR not hold periodic meetings holders. at this location: of security holders and _____________________________________________ this recommendation is Insert location here therefore not applicable ---- ---------------------------- --------------------------------------------------- ----------------------------- 6.4 A listed entity should ... the fact that we follow an explanation why that give security holders this recommendation: is so in our Corporate the option to receive in our Corporate Governance Governance Statement communications from, Statement OR and send communications at this location: to, the entity and its _____________________________________________ security registry Insert location here electronically. ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 7 - RECOGNISE AND MANAGE RISK ---------------------------------------------------------------------------------------------------------------------- 7.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a committee ... the fact that we have Governance Statement or committees to a committee or committees oversee to oversee risk that comply risk, each of which: with paragraphs (1) and (1) has at least three (2): members, a majority of in our Corporate Governance whom are independent Statement OR directors; and at this location: (2) is chaired by an _____________________________________________ independent director, Insert location here and disclose: (3) the charter of the ... and a copy of the charter committee; of the committee: (4) the members of the at this location: committee; and _____________________________________________ (5) as at the end of Insert location here each reporting period, the number of times the ... and the information committee met referred to in paragraphs throughout (4) and (5): the period and the in our Corporate Governance individual Statement OR attendances of the at this location: members _____________________________________________ at those meetings; OR Insert location here (b) if it does not have a risk committee or [If the entity complies committees with paragraph (b):] that satisfy (a) above, ... the fact that we do disclose that fact and not have a risk committee the processes it or committees that satisfy employs (a) and the processes we for overseeing the employ for overseeing our entity's risk management framework: risk management in our Corporate Governance framework. Statement OR at this location: _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 7.2 The board or a committee ... the fact that we follow an explanation why that of the board should: this recommendation: is so in our Corporate (a) review the entity's in our Corporate Governance Governance Statement risk management framework Statement OR at least annually to at this location: satisfy itself that it _____________________________________________ continues to be sound; Insert location here and (b) disclose, in relation to each reporting period, whether such a review has taken place. ---- ---------------------------- --------------------------------------------------- ----------------------------- 7.3 A listed entity should [If the entity complies an explanation why that disclose: with paragraph (a):] is so in our Corporate (a) if it has an internal ... how our internal audit Governance Statement audit function, how the function is structured function is structured and what role it performs: and what role it performs; in our Corporate Governance OR Statement OR (b) if it does not have at this location: an internal audit function, _____________________________________________ that fact and the processes Insert location here it employs for evaluating
and continually improving [If the entity complies the effectiveness of with paragraph (b):] its risk management and ... the fact that we do internal control processes. not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement OR at this location: _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 7.4 A listed entity should ... whether we have any an explanation why that disclose whether it has material exposure to economic, is so in our Corporate any material exposure environmental and social Governance Statement to economic, environmental sustainability risks and, and social sustainability if we do, how we manage risks and, if it does, or intend to manage those how it manages or intends risks: to manage those risks. in our Corporate Governance Statement OR at this location: _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY ---------------------------------------------------------------------------------------------------------------------- 8.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a remuneration ... the fact that we have Governance Statement OR committee which: a remuneration committee we are an externally (1) has at least three that complies with paragraphs managed entity and this members, a majority of (1) and (2): recommendation is therefore whom are independent in our Corporate Governance not applicable directors; and Statement OR (2) is chaired by an at this location: independent director, _____________________________________________ and disclose: Insert location here (3) the charter of the committee; ... and a copy of the charter (4) the members of the of the committee: committee; and at this location: (5) as at the end of _____________________________________________ each reporting period, Insert location here the number of times the committee met ... and the information throughout referred to in paragraphs the period and the (4) and (5): individual in our Corporate Governance attendances of the Statement OR members at this location: at those meetings; OR _____________________________________________ (b) if it does not have Insert location here a remuneration committee, [If the entity complies disclose that fact and with paragraph (b):] the processes it ... the fact that we do employs not have a remuneration for setting the level committee and the processes and composition of we employ for setting the remuneration level and composition of for directors and remuneration for directors senior and senior executives and executives and ensuring ensuring that such remuneration that such remuneration is appropriate and not is appropriate and not excessive: excessive. in our Corporate Governance Statement OR at this location: On pages7 to 11 of the 2016 Annual Report _____________________________________________ Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 8.2 A listed entity should ... separately our remuneration an explanation why that separately disclose its policies and practices is so in our Corporate policies and practices regarding the remuneration Governance Statement OR regarding the remuneration of non-executive directors we are an externally of non-executive directors and the remuneration of managed entity and this and the remuneration executive directors and recommendation is therefore of executive directors other senior executives: not applicable and other senior in our Corporate Governance executives. Statement OR at this location: On pages 7 to 11 of the 2016 Annual Report Insert location here ---- ---------------------------- --------------------------------------------------- ----------------------------- 8.3 A listed entity which ... our policy on this an explanation why that has an equity-based issue or a summary of it: is so in our Corporate remuneration in our Corporate Governance Governance Statement OR scheme should: Statement OR we do not have an (a) have a policy on at this location: equity-based whether participants _____________________________________________ remuneration scheme and are permitted to enter Insert location here this recommendation is into transactions (whether therefore not applicable through the use of OR derivatives we are an externally or otherwise) which limit managed entity and this the economic risk of recommendation is therefore participating in the not applicable scheme; and (b) disclose that policy or a summary of it. ---- ---------------------------- --------------------------------------------------- ----------------------------- ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES ---------------------------------------------------------------------------------------------------------------------- - Alternative to ... the information referred an explanation why that Recommendation to in paragraphs (a) and is so in our Corporate 1.1 for externally managed (b): Governance Statement listed entities: in our Corporate Governance The responsible entity Statement OR of an externally managed at this location: listed entity should _____________________________________________ disclose: Insert location here (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. ---- ---------------------------- --------------------------------------------------- -----------------------------
- Alternative to ... the terms governing an explanation why that Recommendations our remuneration as manager is so in our Corporate 8.1, 8.2 and 8.3 for of the entity: Governance Statement externally managed listed in our Corporate Governance entities: Statement OR An externally managed at this location: listed entity should _____________________________________________ clearly disclose the Insert location here terms governing the remuneration of the manager. ---- ---------------------------- --------------------------------------------------- -----------------------------
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September 30, 2016 03:11 ET (07:11 GMT)
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