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NYO Nyota Minerals

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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
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Nyota Minerals Limited Appendix 4G (3059L)

30/09/2016 8:11am

UK Regulatory


Nyota Minerals (LSE:NYO)
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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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