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Wolf Minerals Limited Appendix 4G (2065S)

29/09/2017 7:03am

UK Regulatory


Wolf Minerals (LSE:WLFE)
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TIDMWLFE

RNS Number : 2065S

Wolf Minerals Limited

29 September 2017

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

 
 Name of entity: 
--------------------------- 
      WOLF MINERALS LIMITED 
--------------------------- 
 
 
 ABN / ARBN:              Financial year ended: 
---------------------    ---------------------- 
      ACN 121 831 472     30 JUNE 2017 
---------------------    ---------------------- 
 

Our corporate governance statement[2] for the above period above can be found at:[3]

 
   These pages of 
    our annual report: 
   This URL on our       http://www.wolfminerals.com.au/irm/content/corporate-governance.aspx?RID=322 
    website: 
 

The Corporate Governance Statement is accurate and up to date as at 28 September 2017 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

 
 Date: 28 September 
  2017 
 Name of Director or 
  Secretary authorising 
  lodgement: PAULINE 
  CARR 
 

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

 
 Corporate Governance             We have followed                                                                                   We have NOT 
  Council recommendation           the recommendation                                                                                followed 
                                   in full for the                                                                                   the 
                                   whole of the period                                                                               recommendation 
                                   above. We have                                                                                    in full for the 
                                   disclosed ...                                                                                     whole of the 
                                                                                                                                     period 
                                                                                                                                     above. We have 
                                                                                                                                     disclosed ...[4] 
-------------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 1 - Lay solid foundations for management 
  and oversight 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 1.1   A listed entity            ... the fact that                                                                                     an explanation 
       should disclose:           we follow this                                                                                        why that is so 
       (a) the respective         recommendation:                                                                                       in our 
       roles and                  in our Corporate                                                                                      Corporate 
       responsibilities           Governance Statement                                                                                  Governance 
       of its board and           OR                                                                                                    Statement 
       management; and            at [insert location]                                                                                  OR 
       (b) those matters          ... and information                                                                                   we are an 
       expressly reserved         about the respective                                                                                  externally 
       to the board and           roles and responsibilities                                                                            managed entity 
       those delegated            of our board and                                                                                      and this 
       to management.             management (including                                                                                 recommendation 
                                  those matters                                                                                         is therefore 
                                  expressly reserved                                                                                    not 
                                  to the board and                                                                                      applicable 
                                  those delegated 
                                  to management): 
                                  at 
                                  http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=1464&EID=23307606 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 1.2   A listed entity            ... the fact that                                                                                     an explanation 
        should:                    we follow this                                                                                       why that is so 
        (a) undertake              recommendation:                                                                                      in our 
        appropriate checks         in our Corporate                                                                                     Corporate 
        before appointing          Governance Statement                                                                                 Governance 
        a person, or putting       OR                                                                                                   Statement 
        forward to security        at [insert location]                                                                                 OR 
        holders a candidate                                                                                                             we are an 
        for election,                                                                                                                   externally 
        as a director;                                                                                                                  managed entity 
        and                                                                                                                             and this 
        (b) provide security                                                                                                            recommendation 
        holders with all                                                                                                                is therefore 
        material information                                                                                                            not 
        in its possession                                                                                                               applicable 
        relevant to a 
        decision on whether 
        or not to elect 
        or re-elect a 
        director. 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 1.3   A listed entity            ... the fact that                                                                                     an explanation 
        should have a              we follow this                                                                                       why that is so 
        written agreement          recommendation:                                                                                      in our 
        with each director         in our Corporate                                                                                     Corporate 
        and senior executive       Governance Statement                                                                                 Governance 
        setting out the            OR                                                                                                   Statement 
        terms of their             at [insert location]                                                                                 OR 
        appointment.                                                                                                                    we are an 
                                                                                                                                        externally 
                                                                                                                                        managed entity 
                                                                                                                                        and this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 1.4   The company secretary      ... the fact that                                                                                     an explanation 
        of a listed entity         we follow this                                                                                       why that is so 
        should be accountable      recommendation:                                                                                      in our 
        directly to the            in our Corporate                                                                                     Corporate 
        board, through             Governance Statement                                                                                 Governance 
        the chair, on              OR                                                                                                   Statement 
        all matters to             at [insert location]                                                                                 OR 
        do with the proper                                                                                                              we are an 
        functioning of                                                                                                                  externally 
        the board.                                                                                                                      managed entity 
                                                                                                                                        and this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 1.5          A listed entity     ... the fact that                                                                                     Re Item (C): 
              should:             we have a diversity                                                                                   an explanation 
              (a) have a          policy that complies                                                                                  why that is so 
              diversity           with paragraph                                                                                        in our 
              policy which        (a):                                                                                                  Corporate 
              includes            in our Corporate                                                                                      Governance 
              requirements for    Governance Statement                                                                                  Statement 
              the board or a      OR                                                                                                    OR 
              relevant            at [insert location]                                                                                  we are an 
              committee           ... and a copy                                                                                        externally 
              of the board to     of our diversity                                                                                      managed entity 
              set measurable      policy or a summary                                                                                   and this 
              objectives for      of it:                                                                                                recommendation 
              achieving gender    at                                                                                                    is therefore 
              diversity and       http://www.wolfminerals.com.au/irm/content/pdf/wlf_equality_and_diversity_policy_-_approved_9_de      not 
              to assess           c_2014.pdf                                                                                            applicable 
              annually 
              both the            ... and the measurable 
              objectives          objectives for 
              and the entity's    achieving gender 
              progress in         diversity set 
              achieving           by the board or 
              them;               a relevant committee 
              (b) disclose that   of the board in 
              policy or a         accordance with 
              summary             our diversity 
              of it; and          policy and our 
              (c) disclose as     progress towards 
              at the end of       achieving them: 
              each reporting      in our Corporate 
              period the          Governance Statement 
              measurable          OR 
              objectives for      at [insert location] 
              achieving gender    ... and the information 
              diversity set       referred to in 
              by the board or     paragraphs (c)(1) 
              a relevant          or (2): 
              committee           in our Corporate 
              of the board in     Governance Statement 
              accordance with     OR 
              the entity's        at [insert location] 
              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            ... the evaluation                                                                                    an explanation 
        should:                    process referred                                                                                     why that is so 
        (a) have and disclose      to in paragraph                                                                                      in our 
        a process for              (a):                                                                                                 Corporate 
        periodically evaluating    in our Corporate                                                                                     Governance 
        the performance            Governance Statement                                                                                 Statement 
        of the board,              OR                                                                                                   OR 
        its committees             at [insert location]                                                                                 we are an 
        and individual             ... and the information                                                                              externally 
        directors; and             referred to in                                                                                       managed entity 
        (b) disclose,              paragraph (b):                                                                                       and this 
        in relation to             in our Corporate                                                                                     recommendation 
        each reporting             Governance Statement                                                                                 is therefore 
        period, whether            OR                                                                                                   not 
        a performance              at [insert location]                                                                                 applicable 
        evaluation was 
        undertaken in 
        the reporting 
        period in accordance 
        with that process. 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 1.7   A listed entity            ... the evaluation                                                                                    an explanation 
        should:                    process referred                                                                                     why that is so 
        (a) have and disclose      to in paragraph                                                                                      in our 
        a process for              (a):                                                                                                 Corporate 
        periodically evaluating    in our Corporate                                                                                     Governance 
        the performance            Governance Statement                                                                                 Statement 
        of its senior              OR                                                                                                   OR 
        executives; and            at [insert location]                                                                                 we are an 
        (b) disclose,              ... and the information                                                                              externally 
        in relation to             referred to in                                                                                       managed entity 
        each reporting             paragraph (b):                                                                                       and this 
        period, whether            in our Corporate                                                                                     recommendation 
        a performance              Governance Statement                                                                                 is therefore 
        evaluation was             OR                                                                                                   not 
        undertaken in              at [insert location]                                                                                 applicable 
        the reporting 
        period in accordance 
        with that process. 
----  -------------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 2 - Structure the board to add value 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 2.1           The board of       [If the entity                                                                                        an explanation 
               a listed entity    complies with                                                                                         why that is so 
               should:            paragraph (a):]                                                                                       in our 
               (a) have a         ... the fact that                                                                                     Corporate 
               nomination         we have a nomination                                                                                  Governance 
               committee which:   committee that                                                                                        Statement 
               (1) has at least   complies with                                                                                         OR 
               three members,     paragraphs (1)                                                                                        we are an 
               a majority of      and (2):                                                                                              externally 
               whom are           in our Corporate                                                                                      managed entity 
               independent        Governance Statement                                                                                  and this 
               directors; and     OR                                                                                                    recommendation 
               (2) is chaired     at [insert location]                                                                                  is therefore 
               by an              ... and a copy                                                                                        not 
               independent        of the charter                                                                                        applicable 
               director,          of the committee: 
               and disclose:      at 
               (3) the charter    http://www.wolfminerals.com.au/irm/company/showpage.aspx/PDFs/2166_0/WolfNominationsCommitteeTer 
               of the             msofReferenceMarch2017 
               committee; 
               (4) the members    ... and the information 
               of the             referred to in 
               committee;         paragraphs (4) 
               and                and (5): 
               (5) as at the      in our Corporate 
               end of each        Governance Statement 
               reporting          OR 
               period, the        at [insert location] 
               number             [If the entity 
               of times the       complies with 
               committee met      paragraph (b):] 
               throughout the     ... the fact that 
               period and the     we do not have 
               individual         a nomination committee 
               attendances        and the processes 
               of the members     we employ to address 
               at those           board succession 
               meetings;          issues and to 
               or                 ensure that the 
               (b) if it does     board has the 
               not have a         appropriate balance 
               nomination         of skills, knowledge, 
               committee,         experience, independence 
               disclose           and diversity 
               that fact and      to enable it to 
               the processes      discharge its 
               it employs to      duties and responsibilities 
               address board      effectively: 
               succession         in our Corporate 
               issues             Governance Statement 
               and to ensure      OR 
               that the board     at [insert location] 
               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          ... our board                                                                                         an explanation 
          should have and          skills matrix:                                                                                       why that is so 
          disclose a board         in our Corporate                                                                                     in our 
          skills matrix            Governance Statement                                                                                 Corporate 
          setting out the          OR                                                                                                   Governance 
          mix of skills            at [insert location]                                                                                 Statement 
          and diversity                                                                                                                 OR 
          that the board                                                                                                                we are an 
          currently has                                                                                                                 externally 
          or is looking                                                                                                                 managed entity 
          to achieve in                                                                                                                 and this 
          its membership.                                                                                                               recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 2.3     A listed entity          ... the names                                                                                         an explanation 
          should disclose:         of the directors                                                                                     why that is so 
          (a) the names            considered by                                                                                        in our 
          of the directors         the board to be                                                                                      Corporate 
          considered by            independent directors:                                                                               Governance 
          the board to             in our Corporate                                                                                     Statement 
          be independent           Governance Statement 
          directors;               OR 
          (b) if a director        at [insert location] 
          has an interest,         ... and, where 
          position, association    applicable, the 
          or relationship          information referred 
          of the type described    to in paragraph 
          in Box 2.3 but           (b): 
          the board is             in our Corporate 
          of the opinion           Governance Statement 
          that it does             OR 
          not compromise           at [insert location] 
          the independence         ... and the length 
          of the director,         of service of 
          the nature of            each director: 
          the interest,            in our Corporate 
          position, association    Governance Statement 
          or relationship          OR 
          in question and          at [insert location] 
          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 fact that                                                                                     an explanation 
          the board of             we follow this                                                                                       why that is so 
          a listed entity          recommendation:                                                                                      in our 
          should be independent    in our Corporate                                                                                     Corporate 
          directors.               Governance Statement                                                                                 Governance 
                                   OR                                                                                                   Statement 
                                   at [insert location]                                                                                 OR 
                                                                                                                                        we are an 
                                                                                                                                        externally 
                                                                                                                                        managed entity 
                                                                                                                                        and this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 2.5     The chair of             ... the fact that                                                                                     an explanation 
          the board of             we follow this                                                                                       why that is so 
          a listed entity          recommendation:                                                                                      in our 
          should be an             in our Corporate                                                                                     Corporate 
          independent director     Governance Statement                                                                                 Governance 
          and, in particular,      OR                                                                                                   Statement 
          should not be            at [insert location]                                                                                 OR 
          the same person                                                                                                               we are an 
          as the CEO of                                                                                                                 externally 
          the entity.                                                                                                                   managed entity 
                                                                                                                                        and this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 2.6     A listed entity          ... the fact that                                                                                     an explanation 
         should have a             we follow this                                                                                       why that is so 
         program for inducting     recommendation:                                                                                      in our 
         new directors             in our Corporate                                                                                     Corporate 
         and provide               Governance Statement                                                                                 Governance 
         appropriate               OR                                                                                                   Statement 
         professional              at [insert location]                                                                                 OR 
         development                                                                                                                    we are an 
         opportunities                                                                                                                  externally 
         for directors                                                                                                                  managed entity 
         to develop and                                                                                                                 and this 
         maintain the                                                                                                                   recommendation 
         skills and knowledge                                                                                                           is therefore 
         needed to perform                                                                                                              not 
         their role as                                                                                                                  applicable 
         directors effectively. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 3 - ACT ethicalLY and responsiblY 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 3.1     A listed entity          ... our code of                                                                                      an explanation 
          should:                 conduct or a summary                                                                                 why that is so 
          (a) have a code         of it:                                                                                               in our 
          of conduct for          in our Corporate                                                                                     Corporate 
          its directors,          Governance Statement                                                                                 Governance 
          senior executives       OR                                                                                                   Statement 
          and employees;          at 
          and                     http://www.wolfminerals.com.au/IRM/Company/ShowPage.aspx?CategoryId=190&CPID=1758&EID=83437791 
          (b) disclose 
          that code or 
          a summary of 
          it. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 4 - Safeguard integrity in CORPORATE reporting 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 4.1           The board of       [If the entity                                                                                        an explanation 
               a listed entity    complies with                                                                                         why that is so 
               should:            paragraph (a):]                                                                                       in our 
               (a) have an        ... the fact that                                                                                     Corporate 
               audit              we have an audit                                                                                      Governance 
               committee which:   committee that                                                                                        Statement 
               (1) has at least   complies with 
               three members,     paragraphs (1) 
               all of whom are    and (2): 
               non-executive      in our Corporate 
               directors and      Governance Statement 
               a majority of      OR 
               whom are           at [insert location] 
               independent        ... and a copy 
               directors; and     of the charter 
               (2) is chaired     of the committee: 
               by an              at 
               independent        http://www.wolfminerals.com.au/irm/company/showpage.aspx?CategoryId=190&CPID=2243&InstanceVersio 
               director, who      nNumber=0 
               is not the chair 
               of the board, 
               and disclose:      ... and the information 
               (3) the charter    referred to in 
               of the             paragraphs (4) 
               committee;         and (5): 
               (4) the relevant   in our Corporate 
               qualifications     Governance Statement 
               and experience     OR 
               of the members     at 
               of the             http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle=B&archive=true&m 
               committee;         asterpage=3&year=2016&RID=358 
               and                [If the entity 
               (5) in relation    complies with 
               to each            paragraph (b):] 
               reporting          ... the fact that 
               period, the        we do not have 
               number             an audit committee 
               of times the       and the processes 
               committee met      we employ that 
               throughout the     independently 
               period and the     verify and safeguard 
               individual         the integrity 
               attendances        of our corporate 
               of the members     reporting, including 
               at those           the processes 
               meetings;          for the appointment 
               or                 and removal of 
               (b) if it does     the external auditor 
               not have an        and the rotation 
               audit              of the audit engagement 
               committee,         partner: 
               disclose           in our Corporate 
               that fact and      Governance Statement 
               the processes      OR 
               it employs that    at [insert location] 
               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             ... the fact that                                                                                     an explanation 
          a listed entity          we follow this                                                                                       why that is so 
          should, before           recommendation:                                                                                      in our 
          it approves the          in our Corporate                                                                                     Corporate 
          entity's financial       Governance Statement                                                                                 Governance 
          statements for           OR                                                                                                   Statement 
          a financial period,      at [insert location] 
          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          ... the fact that                                                                                     an explanation 
          that has an AGM          we follow this                                                                                       why that is so 
          should ensure            recommendation:                                                                                      in our 
          that its external        in our Corporate                                                                                     Corporate 
          auditor attends          Governance Statement                                                                                 Governance 
          its AGM and is           OR                                                                                                   Statement 
          available to             at [insert location]                                                                                 OR 
          answer questions                                                                                                              we are an 
          from security                                                                                                                 externally 
          holders relevant                                                                                                              managed entity 
          to the audit.                                                                                                                 that does not 
                                                                                                                                        hold 
                                                                                                                                        an annual 
                                                                                                                                        general 
                                                                                                                                        meeting and 
                                                                                                                                        this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 5 - Make timely and balanced disclosure 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 5.1     A listed entity          ... our continuous                                                                                    an explanation 
         should:                  disclosure compliance                                                                                 why that is so 
         (a) have a written       policy or a summary                                                                                   in our 
         policy for complying     of it:                                                                                                Corporate 
         with its continuous      in our Corporate                                                                                      Governance 
         disclosure obligations   Governance Statement                                                                                  Statement 
         under the Listing        OR 
         Rules; and               at [insert location] 
         (b) disclose             http://www.wolfminerals.com.au/irm/company/showpage.aspx/PDFs/2146_0/MarketCommunciationDisclosu 
         that policy or           rePolicyJanuary2017 
         a summary of 
         it. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 6 - Respect the rights of sECURITY holders 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 6.1     A listed entity          ... information                                                                                       an explanation 
          should provide           about us and our                                                                                     why that is so 
          information about        governance on                                                                                        in our 
          itself and its           our website:                                                                                         Corporate 
          governance to            at                                                                                                   Governance 
          investors via            http://www.wolfminerals.com.au/irm/content/corporate-governance.aspx?RID=322                         Statement 
          its website. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 6.2     A listed entity          ... the fact that                                                                                     an explanation 
          should design            we follow this                                                                                       why that is so 
          and implement            recommendation:                                                                                      in our 
          an investor relations    in our Corporate                                                                                     Corporate 
          program to facilitate    Governance Statement                                                                                 Governance 
          effective two-way        OR                                                                                                   Statement 
          communication            at [insert location] 
          with investors. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 6.3     A listed entity          ... our policies                                                                                      an explanation 
          should disclose          and processes                                                                                        why that is so 
          the policies             for facilitating                                                                                     in our 
          and processes            and encouraging                                                                                      Corporate 
          it has in place          participation                                                                                        Governance 
          to facilitate            at meetings of                                                                                       Statement 
          and encourage            security holders:                                                                                    OR 
          participation            in our Corporate                                                                                     we are an 
          at meetings of           Governance Statement                                                                                 externally 
          security holders.        OR                                                                                                   managed entity 
                                   at [insert location]                                                                                 that does not 
                                                                                                                                        hold 
                                                                                                                                        periodic 
                                                                                                                                        meetings 
                                                                                                                                        of security 
                                                                                                                                        holders 
                                                                                                                                        and this 
                                                                                                                                        recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 6.4     A listed entity          ... the fact that                                                                                     an explanation 
         should give security      we follow this                                                                                       why that is so 
         holders the option        recommendation:                                                                                      in our 
         to receive                in our Corporate                                                                                     Corporate 
         communications            Governance Statement                                                                                 Governance 
         from, and send            OR                                                                                                   Statement 
         communications            at [insert location] 
         to, the entity 
         and its security 
         registry 
         electronically. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 7 - RECOGNISE AND MANAGE RISK 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 7.1           The board of       [If the entity                                                                                        an explanation 
               a listed entity    complies with                                                                                         why that is so 
               should:            paragraph (a):]                                                                                       in our 
               (a) have a         ... the fact that                                                                                     Corporate 
               committee          we have a committee                                                                                   Governance 
               or committees      or committees                                                                                         Statement 
               to oversee risk,   to oversee risk 
               each of which:     that comply with 
               (1) has at least   paragraphs (1) 
               three members,     and (2): 
               a majority of      in our Corporate 
               whom are           Governance Statement 
               independent        OR 
               directors; and     at [insert location] 
               (2) is chaired     ... and a copy 
               by an              of the charter 
               independent        of the committee: 
               director,          at 
               and disclose:      http://www.wolfminerals.com.au/irm/company/showpage.aspx?CategoryId=190&CPID=2243&InstanceVersio 
               (3) the charter    nNumber=0 
               of the 
               committee; 
               (4) the members    ... and the information 
               of the             referred to in 
               committee;         paragraphs (4) 
               and                and (5): 
               (5) as at the      in our Corporate 
               end of each        Governance Statement 
               reporting          OR 
               period, the        at 
               number             http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle=B&archive=true&m 
               of times the       asterpage=3&year=2016&RID=358 
               committee met      [If the entity 
               throughout the     complies with 
               period and the     paragraph (b):] 
               individual         ... the fact that 
               attendances        we do not have 
               of the members     a risk committee 
               at those           or committees 
               meetings;          that satisfy (a) 
               or                 and the processes 
               (b) if it does     we employ for 
               not have a risk    overseeing our 
               committee or       risk management 
               committees that    framework: 
               satisfy (a)        in our Corporate 
               above,             Governance Statement 
               disclose that      OR 
               fact and the       at [insert location] 
               processes it 
               employs for 
               overseeing 
               the entity's 
               risk management 
               framework. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 7.2     The board or             ... the fact that                                                                                     an explanation 
          a committee of           board or a committee                                                                                 why that is so 
          the board should:        of the board reviews                                                                                 in our 
          (a) review the           the entity's risk                                                                                    Corporate 
          entity's risk            management framework                                                                                 Governance 
          management framework     at least annually                                                                                    Statement 
          at least annually        to satisfy itself 
          to satisfy itself        that it continues 
          that it continues        to be sound: 
          to be sound;             in our Corporate 
          and                      Governance Statement 
          (b) disclose,            OR 
          in relation to           at [insert location] 
          each reporting           ... and that such 
          period, whether          a review has taken 
          such a review            place in the reporting 
          has taken place.         period covered 
                                   by this Appendix 
                                   4G: 
                                   in our Corporate 
                                   Governance Statement 
                                   OR 
                                   at [insert location] 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 7.3     A listed entity          [If the entity                                                                                        an explanation 
         should disclose:          complies with                                                                                        why that is so 
         (a) if it has             paragraph (a):]                                                                                      in our 
         an internal audit         ... how our internal                                                                                 Corporate 
         function, how             audit function                                                                                       Governance 
         the function              is structured                                                                                        Statement 
         is structured             and what role 
         and what role             it performs: 
         it performs;              in our Corporate 
         or                        Governance Statement 
         (b) if it does            OR 
         not have an internal      at [insert location] 
         audit function,           [If the entity 
         that fact and             complies with 
         the processes             paragraph (b):] 
         it employs for            ... the fact that 
         evaluating and            we do not have 
         continually improving     an internal audit 
         the effectiveness         function and the 
         of its risk management    processes we employ 
         and internal              for evaluating 
         control processes.        and continually 
                                   improving the 
                                   effectiveness 
                                   of our risk management 
                                   and internal control 
                                   processes: 
                                   in our Corporate 
                                   Governance Statement 
                                   OR 
                                   at [insert location] 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 7.4     A listed entity          ... whether we                                                                                        an explanation 
         should disclose           have any material                                                                                    why that is so 
         whether it has            exposure to economic,                                                                                in our 
         any material              environmental                                                                                        Corporate 
         exposure to economic,     and social sustainability                                                                            Governance 
         environmental             risks and, if                                                                                        Statement 
         and social                we do, how we 
         sustainability            manage or intend 
         risks and, if             to manage those 
         it does, how              risks: 
         it manages or             in our Corporate 
         intends to manage         Governance Statement 
         those risks.              OR 
                                   at [insert location] 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 8.1           The board of       [If the entity                                                                                        an explanation 
               a listed entity    complies with                                                                                         why that is so 
               should:            paragraph (a):]                                                                                       in our 
               (a) have a         ... the fact that                                                                                     Corporate 
               remuneration       we have a remuneration                                                                                Governance 
               committee which:   committee that                                                                                        Statement 
               (1) has at least   complies with                                                                                         OR 
               three members,     paragraphs (1)                                                                                        we are an 
               a majority of      and (2):                                                                                              externally 
               whom are           in our Corporate                                                                                      managed entity 
               independent        Governance Statement                                                                                  and this 
               directors; and     OR                                                                                                    recommendation 
               (2) is chaired     at [insert location]                                                                                  is therefore 
               by an              ... and a copy                                                                                        not 
               independent        of the charter                                                                                        applicable 
               director,          of the committee: 
               and disclose:      at 
               (3) the charter    http://www.wolfminerals.com.au/irm/PDF/2277_0/wolfremunerationcommitteetermsofreferenceaugust201 
               of the             7?IncludeUnapproved=92476387 
               committee; 
               (4) the members    ... and the information 
               of the             referred to in 
               committee;         paragraphs (4) 
               and                and (5): 
               (5) as at the      in our Corporate 
               end of each        Governance Statement 
               reporting          OR 
               period, the        at 
               number             http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle=B&archive=true&m 
               of times the       asterpage=3&year=2016&RID=358 
               committee met 
               throughout the     [If the entity 
               period and the     complies with 
               individual         paragraph (b):] 
               attendances        ... the fact that 
               of the members     we do not have 
               at those           a remuneration 
               meetings;          committee and 
               or                 the processes 
               (b) if it does     we employ for 
               not have a         setting the level 
               remuneration       and composition 
               committee,         of remuneration 
               disclose           for directors 
               that fact and      and senior executives 
               the processes      and ensuring that 
               it employs for     such remuneration 
               setting the        is appropriate 
               level              and not excessive: 
               and composition    in our Corporate 
               of remuneration    Governance Statement 
               for directors      OR 
               and senior         at [insert location] 
               executives 
               and ensuring 
               that such 
               remuneration 
               is appropriate 
               and not 
               excessive. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 8.2     A listed entity          ... separately                                                                                        an explanation 
          should separately       our remuneration                                                                                      why that is so 
          disclose its            policies and practices                                                                                in our 
          policies and            regarding the                                                                                         Corporate 
          practices regarding     remuneration of                                                                                       Governance 
          the remuneration        non-executive                                                                                         Statement 
          of non-executive        directors and                                                                                         OR 
          directors and           the remuneration                                                                                      we are an 
          the remuneration        of executive directors                                                                                externally 
          of executive            and other senior                                                                                      managed entity 
          directors and           executives:                                                                                           and this 
          other senior            in our Corporate                                                                                      recommendation 
          executives.             Governance Statement                                                                                  is therefore 
                                  OR                                                                                                    not 
                                  at Annual Report                                                                                      applicable 
                                  http://www.wolfminerals.com.au/IRM/ShowCategory.aspx?CategoryId=353&FilterStyle=B&archive=true&m 
                                  asterpage=3&year=2016&RID=358 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 8.3     A listed entity          ... our policy                                                                                        an explanation 
         which has an             on this issue                                                                                         why that is so 
         equity-based             or a summary of                                                                                       in our 
         remuneration             it:                                                                                                   Corporate 
         scheme should:           in our Corporate                                                                                      Governance 
         (a) have a policy        Governance Statement                                                                                  Statement 
         on whether               OR                                                                                                    OR 
         participants             at [insert location]                                                                                  w e do not 
         are permitted            http://www.wolfminerals.com.au/irm/company/showpage.aspx/PDFs/2148_0/SecurtiesDealingPolicyJanua      have 
         to enter into            ry2017                                                                                                an 
         transactions                                                                                                                   equity-based 
         (whether through                                                                                                               remuneration 
         the use of derivatives                                                                                                         scheme 
         or otherwise)                                                                                                                  and this 
         which limit the                                                                                                                recommendation 
         economic risk                                                                                                                  is therefore 
         of participating                                                                                                               not 
         in the scheme;                                                                                                                 applicable OR 
         and                                                                                                                            we are an 
         (b) disclose                                                                                                                   externally 
         that policy or                                                                                                                 managed entity 
         a summary of                                                                                                                   and this 
         it.                                                                                                                            recommendation 
                                                                                                                                        is therefore 
                                                                                                                                        not 
                                                                                                                                        applicable 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED 
  LISTED ENTITIES 
-------------------------------------------------------------------------------------------------------------------------------------------------------- 
 -       Alternative to           ... the information                                                                                   an explanation 
         Recommendation            referred to in                                                                                       why that is so 
         1.1 for externally        paragraphs (a)                                                                                       in our 
         managed listed            and (b):                                                                                             Corporate 
         entities:                 in our Corporate                                                                                     Governance 
         The responsible           Governance Statement                                                                                 Statement 
         entity of an              OR 
         externally managed        at [insert location] 
         listed entity 
         should disclose: 
         (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                                                                                         an explanation 
          Recommendations          governing our                                                                                        why that is so 
          8.1, 8.2 and             remuneration as                                                                                      in our 
          8.3 for externally       manager of the                                                                                       Corporate 
          managed listed           entity:                                                                                              Governance 
          entities:                in our Corporate                                                                                     Statement 
          An externally            Governance Statement 
          managed listed           OR 
          entity should            at [insert location] 
          clearly disclose 
          the terms governing 
          the remuneration 
          of the manager. 
------  -----------------------  -------------------------------------------------------------------------------------------------  ------------------ 
 
 

ENDS

For further details, please contact:

 
Numis Securities: John Prior/James 
 Black/Paul Gillam                     +44(0)20 7260 1000 
Newgate: Adam Lloyd / Ed Treadwell     +44 (0) 20 7653 9850 
Wolf Minerals Limited: Richard Lucas   +61 (0) 8 6143 2070 
 

About Wolf Minerals

Wolf Minerals is a dual listed ("ASX: WLF", "AIM: WLFE") specialty metals producer. In 2015, Wolf Minerals completed the development of a large tungsten resource at its Drakelands Mine, located at Hemerdon, in southwest England.

[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.

[2] "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.

[3] 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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

[4] If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

This information is provided by RNS

The company news service from the London Stock Exchange

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