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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Red Emperor Resources Nl | LSE:RMP | London | Ordinary Share | AU000000RMP0 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.76 | 0.74 | 0.78 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMRMP
RNS Number : 1729L
Red Emperor Resources NL
29 September 2016
29 September 2016
Red Emperor Resources NL ("Red Emperor")
Appendix 4G and Corporate Governance Statement
The Company announces that an Appendix 4G (Key to Disclosures: Corporate Governance Council Principles and Recommendations) and 2016 Corporate Governance Statement set out below, have been released today and are also available on the Company's website at http://redemperorresources.com/corporate-governance/.
For further information please visit www.redemperorresources.com or contact:
Red Emperor
Greg Bandy +61 8 9212 0102
Grant Thornton UK LLP
Philip Secrett/Jen Clarke/Jamie Barklem +44 20 7383 5100
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity: ------------------------------ Red Emperor Resources NL ------------------------------ ABN / ARBN: Financial year ended: ------------------------ ---------------------- ABN 99 124 734 961 30 June 2016 ------------------------ ----------------------
Our corporate governance statement(1) for the above period above can be found at:(2)
These pages of our annual report: This URL on our website: redemperorresources.com
The Corporate Governance Statement is accurate and up to date as at 29 September 2016 and has been approved by the board.
[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.
[2] 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.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 29 September 2016 Name of Director or Secretary Aaron Bertolatti - Company Secretary authorising lodgement::
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the We have NOT followed the recommendation recommendation in full for the whole of the in full for the whole of the period period above. We have disclosed ... above. We have disclosed ...(3) -------------------------------------------- ----------------------------------- ----------------------------------- Principle 1 - Lay solid foundations for management and oversight ---------------------------------------------------------------------------------------------------------------------- 1.1 A listed entity should disclose: ... the fact that we follow this an explanation why that is so (a) the respective roles and recommendation: in our Corporate Governance responsibilities of its board in our Corporate Governance Statement and management; and Statement OR (b) those matters expressly reserved OR we are an externally managed to the board and those delegated at [insert location] entity and this recommendation to management. ... and information about the is therefore not applicable respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): at http://www.redemperorresources.com / ---- -------------------------------------- ----------------------------------- ----------------------------------- 1.2 A listed entity should: ... the fact that we follow this an explanation why that is so (a) undertake appropriate checks recommendation: in our Corporate Governance before appointing a person, or in our Corporate Governance Statement putting forward to security holders Statement OR a candidate for election, as OR we are an externally managed a director; and at [insert location] entity and this recommendation (b) provide security holders is therefore not applicable 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 have a ... the fact that we follow this an explanation why that is so written agreement with each director recommendation: in our Corporate Governance and senior executive setting in our Corporate Governance Statement out the terms of their appointment. Statement OR OR we are an externally managed at [insert location] entity and this recommendation is therefore not applicable ---- -------------------------------------- ----------------------------------- ----------------------------------- 1.4 The company secretary of a listed ... the fact that we follow this an explanation why that is so entity should be accountable recommendation: in our Corporate Governance directly to the board, through in our Corporate Governance Statement the chair, on all matters to Statement OR do with the proper functioning OR we are an externally managed of the board. at [insert location] entity and this recommendation is therefore not applicable ---- -------------------------------------- ----------------------------------- ----------------------------------- 1.5 A listed entity should: ... the fact that we have a an explanation why that is so (a) have a diversity policy diversity in our Corporate Governance which policy that complies with Statement includes requirements for the paragraph OR board or a relevant committee (a): we are an externally managed of the board to set measurable in our Corporate Governance entity and this recommendation objectives for achieving Statement is therefore not applicable gender OR diversity and to assess at [insert location] annually ... and a copy of our diversity both the objectives and the policy or a summary of it: entity's at progress in achieving them; http://www.redemperorresources.com (b) disclose that policy or a ... and the measurable objectives summary of it; and for achieving gender diversity (c) disclose as at the end of set by the board or a relevant each reporting period the committee of the board in measurable accordance objectives for achieving with our diversity policy and gender our progress towards achieving diversity set by the board or them: a relevant committee of the in our Corporate Governance board Statement in accordance with the OR entity's at [insert location] diversity policy and its ... and the information referred progress to in paragraphs (c)(1) or (2): towards achieving them and in our Corporate Governance
either: Statement (1) the respective proportions OR of men and women on the board, at [insert location] 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 should: ... the evaluation process an explanation why that is so (a) have and disclose a process referred in our Corporate Governance for periodically evaluating the to in paragraph (a): Statement performance of the board, its in our Corporate Governance OR committees and individual directors; Statement we are an externally managed and OR entity and this recommendation (b) disclose, in relation to at [insert location] is therefore not applicable each reporting period, whether ... and the information referred a performance evaluation was to in paragraph (b): undertaken in the reporting period in our Corporate Governance in accordance with that process. Statement OR at [insert location] ---- -------------------------------------- ----------------------------------- ----------------------------------- 1.7 A listed entity should: ... the evaluation process an explanation why that is so (a) have and disclose a process referred in our Corporate Governance for periodically evaluating the to in paragraph (a): Statement performance of its senior executives; in our Corporate Governance OR and Statement we are an externally managed (b) disclose, in relation to OR entity and this recommendation each reporting period, whether at [insert location] is therefore not applicable a performance evaluation was ... and the information referred undertaken in the reporting period to in paragraph (b): in accordance with that process. in our Corporate Governance Statement OR at [insert location] ---- -------------------------------------- ----------------------------------- ----------------------------------- Principle 2 - Structure the board to add value ---------------------------------------------------------------------------------------------------------------------- 2.1 The board of a listed entity [If the entity complies with an explanation why that is so should: paragraph in our Corporate Governance (a) have a nomination (a):] Statement committee ... the fact that we have a OR which: nomination we are an externally managed (1) has at least three committee that complies with entity and this recommendation members, paragraphs is therefore not applicable a majority of whom are (1) and (2): independent in our Corporate Governance directors; and Statement (2) is chaired by an OR independent at [insert location] director, ... and a copy of the charter and disclose: of the committee: (3) the charter of the at [insert location] committee; ... and the information referred (4) the members of the to in paragraphs (4) and (5): committee; in our Corporate Governance and Statement (5) as at the end of each OR reporting at [insert location] period, the number of times [If the entity complies with the committee met throughout paragraph the period and the (b):] individual ... the fact that we do not have attendances of the members a nomination committee and the at processes we employ to address those meetings; or board succession issues and to (b) if it does not have a ensure that the board has the nomination appropriate balance of skills, committee, disclose that knowledge, experience, fact independence and the processes it employs and diversity to enable it to to address board succession discharge its duties and issues and to ensure that responsibilities the effectively: board has the appropriate in our Corporate Governance balance Statement of skills, knowledge, OR experience, at [insert location] independence and diversity to enable it to discharge its duties and responsibilities effectively. ------- ----------------------------------- ----------------------------------- ----------------------------------- 2.2 A listed entity should have ... our board skills matrix: an explanation why that is so and disclose a board skills in our Corporate Governance in our Corporate Governance matrix setting out the mix of Statement Statement skills and diversity that the OR OR board currently has or is looking at [insert location] we are an externally managed to achieve in its membership. entity and this recommendation is therefore not applicable ------- ----------------------------------- ----------------------------------- ----------------------------------- 2.3 A listed entity should disclose: ... the names of the directors an explanation why that is so (a) the names of the directors considered by the board to be in our Corporate Governance considered by the board to be independent directors: Statement independent directors; in our Corporate Governance (b) if a director has an interest, Statement position, association or OR relationship at Annual Report 2016 - of the type described in Box http://www.redemperorresources.com 2.3 but the board is of the ... and, where applicable, the opinion that it does not information referred to in compromise paragraph the independence of the director, (b): the nature of the interest, in our Corporate Governance position, association or Statement relationship OR in question and an explanation at Annual Report 2016 - of why the board is of that http://www.redemperorresources.com opinion; and / (c) the length of service of ... and the length of service each director. of each director: in our Corporate Governance Statement OR at Annual Report 2016 - http://www.redemperorresources.com ------- ----------------------------------- ----------------------------------- ----------------------------------- 2.4 A majority of the board of a ... the fact that we follow this an explanation why that is so listed entity should be recommendation: in our Corporate Governance independent in our Corporate Governance Statement
directors. Statement OR OR we are an externally managed at [insert location] entity and this recommendation is therefore not applicable ------- ----------------------------------- ----------------------------------- ----------------------------------- 2.5 The chair of the board of a ... the fact that we follow this an explanation why that is so listed entity should be an recommendation: in our Corporate Governance independent in our Corporate Governance Statement director and, in particular, Statement OR should not be the same person OR we are an externally managed as the CEO of the entity. at [insert location] entity and this recommendation is therefore not applicable ------- ----------------------------------- ----------------------------------- ----------------------------------- 2.6 A listed entity should have ... the fact that we follow this an explanation why that is so a program for inducting new recommendation: in our Corporate Governance directors and provide appropriate in our Corporate Governance Statement professional development Statement OR opportunities OR we are an externally managed for directors to develop and at [insert location] entity and this recommendation maintain the skills and knowledge is therefore not applicable needed to perform their role as directors effectively. ------- ----------------------------------- ----------------------------------- ----------------------------------- Principle 3 - ACT ethicalLY and responsiblY ---------------------------------------------------------------------------------------------------------------------- 3.1 A listed entity should: ... our code of conduct or a an explanation why that is so (a) have a code of conduct for summary in our Corporate Governance its directors, senior executives of it: Statement and employees; and in our Corporate Governance (b) disclose that code or a Statement summary of it. OR at http://www.redemperorresources.com / ------- ----------------------------------- ----------------------------------- ----------------------------------- Principle 4 - Safeguard integrity in CORPORATE reporting ---------------------------------------------------------------------------------------------------------------------- 4.1 The board of a listed entity [If the entity complies with an explanation why that is so should: paragraph in our Corporate Governance (a) have an audit committee (a):] Statement which: ... the fact that we have an audit (1) has at least three committee that complies with members, paragraphs all of whom are (1) and (2): non-executive in our Corporate Governance directors and a majority of Statement whom are independent OR directors; at [insert location] and ... and a copy of the charter (2) is chaired by an of the committee: independent at [insert location] director, who is not the ... and the information referred chair to in paragraphs (4) and (5): of the board, in our Corporate Governance and disclose: Statement (3) the charter of the OR committee; at [insert location] (4) the relevant [If the entity complies with qualifications paragraph and experience of the (b):] members ... the fact that we do not have of the committee; and an audit committee and the (5) in relation to each processes reporting we employ that independently period, the number of times verify the committee met throughout and safeguard the integrity of the period and the our corporate reporting, including individual the processes for the appointment attendances of the members and removal of the external at auditor those meetings; or and the rotation of the audit (b) if it does not have an engagement partner: audit in our Corporate Governance committee, disclose that Statement fact OR and the processes it employs at Annual Report 2016 that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. ------- ----------------------------------- ----------------------------------- ----------------------------------- 4.2 The board of a listed entity ... the fact that we follow this an explanation why that is so should, before it approves the recommendation: in our Corporate Governance entity's financial statements in our Corporate Governance Statement for a financial period, receive Statement from its CEO and CFO a declaration OR that, in their opinion, the at [insert location] 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 has an ... the fact that we follow this an explanation why that is so AGM should ensure that its recommendation: in our Corporate Governance external in our Corporate Governance Statement auditor attends its AGM and Statement OR is available to answer questions OR we are an externally managed from security holders relevant at entity that does not hold an to the audit. annual general meeting and this 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 is so (a) have a written policy for compliance policy or a summary in our Corporate Governance complying with its continuous of it: Statement disclosure obligations under in our Corporate Governance the Listing Rules; and Statement (b) disclose that policy or OR a summary of it. at http://www.redemperorresources.com
------- ----------------------------------- ----------------------------------- ----------------------------------- Principle 6 - Respect the rights of sECURITY holders ---------------------------------------------------------------------------------------------------------------------- 6.1 A listed entity should provide ... information about us and our an explanation why that is so information about itself and governance on our website: in our Corporate Governance its governance to investors at Statement via its website. http://www.redemperorresources.com ------- ----------------------------------- ----------------------------------- ----------------------------------- 6.2 A listed entity should design ... the fact that we follow this an explanation why that is so and implement an investor recommendation: in our Corporate Governance relations in our Corporate Governance Statement program to facilitate effective Statement two-way communication with OR investors. at [insert location] ------- ----------------------------------- ----------------------------------- ----------------------------------- 6.3 A listed entity should disclose ... our policies and processes an explanation why that is so the policies and processes it for facilitating and encouraging in our Corporate Governance has in place to facilitate and participation at meetings of Statement encourage participation at security OR meetings holders: we are an externally managed of security holders. in our Corporate Governance entity that does not hold Statement periodic OR meetings of security holders at [insert location] and this recommendation is therefore not applicable ------- ----------------------------------- ----------------------------------- ----------------------------------- 6.4 A listed entity should give ... the fact that we follow this an explanation why that is so security holders the option recommendation: in our Corporate Governance to receive communications from, in our Corporate Governance Statement and send communications to, Statement the entity and its security OR registry electronically. at [insert location] ------- ----------------------------------- ----------------------------------- ----------------------------------- Principle 7 - RECOGNISE AND MANAGE RISK ---------------------------------------------------------------------------------------------------------------------- 7.1 The board of a listed entity [If the entity complies with an explanation why that is so should: paragraph in our Corporate Governance (a) have a committee or (a):] Statement committees ... the fact that we have a to oversee risk, each of committee which: or committees to oversee risk (1) has at least three that comply with paragraphs (1) members, and (2): a majority of whom are in our Corporate Governance independent Statement directors; and OR (2) is chaired by an at [insert location] independent ... and a copy of the charter director, of the committee: and disclose: at [insert location] (3) the charter of the ... and the information referred committee; to in paragraphs (4) and (5): (4) the members of the in our Corporate Governance committee; Statement and OR (5) as at the end of each at [insert location] reporting [If the entity complies with period, the number of times paragraph the committee met throughout (b):] the period and the ... the fact that we do not have individual a risk committee or committees attendances of the members that satisfy (a) and the processes at we employ for overseeing our risk those meetings; or management framework: (b) if it does not have a in our Corporate Governance risk Statement committee or committees that OR satisfy (a) above, disclose at that fact and the processes http://www.redemperorresources.com it employs for overseeing the entity's risk management framework. ------- ----------------------------------- ----------------------------------- ----------------------------------- 7.2 The board or a committee of ... the fact that board or a an explanation why that is so the board should: committee in our Corporate Governance (a) review the entity's risk of the board reviews the entity's Statement management framework at least risk management framework at least annually to satisfy itself that annually to satisfy itself that it continues to be sound; and it continues to be sound: (b) disclose, in relation to in our Corporate Governance each reporting period, whether Statement such a review has taken place. OR at [insert location] ... and that such a review has taken place in the reporting period covered by this Appendix 4G: in our Corporate Governance Statement OR at [insert location] ------- ----------------------------------- ----------------------------------- ----------------------------------- 7.3 A listed entity should disclose: [If the entity complies with an explanation why that is so (a) if it has an internal audit paragraph in our Corporate Governance function, how the function is (a):] Statement structured and what role it ... how our internal audit performs; or function (b) if it does not have an is structured and what role it internal performs: audit function, that fact and in our Corporate Governance the processes it employs for Statement evaluating and continually OR improving at [insert location] the effectiveness of its risk [If the entity complies with management and internal control paragraph processes. (b):] ... the fact that we do 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 http://www.redemperorresources.com ------- ----------------------------------- ----------------------------------- ----------------------------------- 7.4 A listed entity should disclose ... whether we have any material an explanation why that is so whether it has any material exposure to economic, in our Corporate Governance
exposure to economic, environmental Statement environmental and social sustainability risks and social sustainability risks and, if we do, how we manage or and, if it does, how it manages intend to manage those risks: or intends to manage those risks. in our Corporate Governance Statement OR at [insert location] ------- ----------------------------------- ----------------------------------- ----------------------------------- Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY ---------------------------------------------------------------------------------------------------------------------- 8.1 The board of a listed entity [If the entity complies with an explanation why that is so should: paragraph in our Corporate Governance (a) have a remuneration (a):] Statement committee ... the fact that we have a OR which: remuneration we are an externally managed (1) has at least three committee that complies with entity and this recommendation members, paragraphs is therefore not applicable a majority of whom are (1) and (2): independent in our Corporate Governance directors; and Statement (2) is chaired by an OR independent at [insert location] director, ... and a copy of the charter and disclose: of the committee: (3) the charter of the at [insert location] committee; ... and the information referred (4) the members of the to in paragraphs (4) and (5): committee; in our Corporate Governance and Statement (5) as at the end of each OR reporting at [insert location] period, the number of times [If the entity complies with the committee met throughout paragraph the period and the (b):] individual ... the fact that we do not have attendances of the members a remuneration committee and the at processes we employ for setting those meetings; or the level and composition of (b) if it does not have a remuneration remuneration for directors and senior committee, disclose that executives fact and ensuring that such and the processes it employs remuneration for setting the level and is appropriate and not excessive: composition in our Corporate Governance of remuneration for Statement directors OR and senior executives and at [insert location] ensuring that such remuneration is appropriate and not excessive. ------- ----------------------------------- ----------------------------------- ----------------------------------- 8.2 A listed entity should separately ... separately our remuneration an explanation why that is so disclose its policies and policies and practices regarding in our Corporate Governance practices the remuneration of non-executive Statement regarding the remuneration of directors and the remuneration OR non-executive directors and of executive directors and other we are an externally managed the remuneration of executive senior executives: entity and this recommendation directors and other senior in our Corporate Governance is therefore not applicable executives. Statement OR at Annual Report 2016 ------- ----------------------------------- ----------------------------------- ----------------------------------- 8.3 A listed entity which has an ... our policy on this issue or an explanation why that is so equity-based remuneration scheme a summary of it: in our Corporate Governance should: in our Corporate Governance Statement (a) have a policy on whether Statement OR participants are permitted to OR w e do not have an equity-based enter into transactions (whether at [insert location] remuneration scheme and this through the use of derivatives recommendation or otherwise) which limit the is therefore not applicable OR economic risk of participating we are an externally managed in the scheme; and entity and this recommendation (b) disclose that policy or is therefore not applicable a summary of it. ------- ----------------------------------- ----------------------------------- ----------------------------------- ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES ---------------------------------------------------------------------------------------------------------------------- - Alternative to Recommendation ... the information referred to an explanation why that is so 1.1 for externally managed listed in paragraphs (a) and (b): in our Corporate Governance entities: in our Corporate Governance Statement The responsible entity of an Statement externally managed listed entity OR should disclose: at [insert location] (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 Recommendations ... the terms governing our an explanation why that is so 8.1, 8.2 and 8.3 for externally remuneration in our Corporate Governance managed listed entities: as manager of the entity: Statement An externally managed listed in our Corporate Governance entity should clearly disclose Statement the terms governing the OR remuneration at [insert location] of the manager. ------- ----------------------------------- ----------------------------------- -----------------------------------
[3]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.
Corporate Governance Statement 2016
The Board of Directors of Red Emperor Resources NL (Company) is responsible for the corporate governance of the Company. The Board guides and monitors the Company's business on behalf of its shareholders.
The Company and its Board continue to be fully committed to achieving and demonstrating the highest standards of accountability and transparency in their reporting and see the continued development of the Company's corporate governance policies and practices as fundamental to the Company's successful growth.
To the extent applicable, in light of the Company's size and nature, the Board has adopted The Corporate Governance Principles and Recommendations (Third Edition) as published by ASX Corporate Governance Council (Recommendations). However, the Board also recognises that full adoption of the Recommendations may not be practical or provide the optimal result given the particular circumstances of the Company.
The Company's full Corporate Governance Plan is available from the Company's website. Information published on the Company's website includes a copy of this corporate governance statement.
Recommendation Comment =============================================================== ===================================================== Principle 1: Lay solid foundations for management and oversight A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated. ====================================================================================================================== 1.1 A listed entity should disclose: The Board has the following specific (a) the respective roles and responsibilities responsibilities: of its board and management; and (a) appointment of the Chief Executive (b) those matters expressly reserved to the Officer board and those delegated to management. / Managing Director and other senior executives and the determination of their terms and conditions including remuneration and termination; (b) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management's performance; (c) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; (d) approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; (e) approving and monitoring the budget and the adequacy and integrity of financial and other reporting; (f) approving the annual, half yearly and quarterly accounts; (g) approving significant changes to the organisational structure; (h) approving the issue of any shares, options, equity instruments or other securities in the Company (subject to compliance with the ASX Listing Rules if applicable); (i) ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making; (j) recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them (in accordance with the ASX Listing Rules if applicable); and (k) meeting with the external auditor, at their request, without management being present. The Board delegates responsibility for the Company's day-to-day operations and administration to the Chief Executive Officer / Managing Director. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report back quarterly to the Board. ==== ========================================================= ===================================================== 1.2 A listed entity should: In appointing new members to the Board, (a) undertake appropriate checks before appointing consideration a person, or putting forward to security holders is given to the ability of the appointee to a candidate for election, as a director; and contribute (b) provide security holders with all material to the ongoing effectiveness of the Board, to information in its possession relevant to a exercise decision on whether or not to elect or re-elect sound business judgement, to commit the necessary a director. time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Company. Prior to appointing a new member to the Board or putting forward a candidate to shareholders for election as a director, the Board undertakes appropriate
checks including making enquiries of any: (a) criminal history; (b) history of fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; and (c) history of personal bankruptcy or any involvement in companies that have gone into administration due to insolvency, and provides shareholders 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 have a written agreement The Board's charter requires that each Board member with each director and senior executive setting and each senior executive must enter into a written out the terms of their appointment. agreement with the Company setting out the terms of their appointment. ==== ========================================================= ===================================================== 1.4 The company secretary of a listed entity should The Company Secretary is to provide advice to the be accountable directly to the board, through Board on corporate governance matters, the the chair, on all matters to do with the proper application functioning of the board. of the Company's Constitution, the ASX Listing Rules and applicable other laws. When requested by the Board, the Company Secretary will facilitate the flow of information of the Board, between the Board and its Committees and between senior executives and non-executive Directors. ==== ========================================================= ===================================================== 1.5 A listed entity should: The Company's diversity policy provides a framework (a) have a diversity policy which for the Company to achieve: includes requirements (a) a diverse and skilled workforce, leading to for the board or a relevant committee continuous improvement in service delivery and of the achievement of corporate goals; board to set measurable objectives for (b) a workplace culture characterised by inclusive achieving practices and behaviours for the benefit of all gender diversity and to assess staff; annually both (c) improved employment and career development the objectives and the entity's opportunities for women; progress in (d) a work environment that values and utilises achieving them; the contributions of employees with diverse (b) disclose that policy or a summary backgrounds, of it; experiences and perspectives through improved and awareness (c) disclose as at the end of each of the benefits of workforce diversity and reporting successful period the measurable objectives for management of diversity; and achieving (e) awareness in all staff of their rights and gender diversity set by the board or a responsibilities with regards to fairness, equity relevant and respect for all aspects of diversity, committee of the board in accordance (collectively, the Objectives). with the The Board is responsible for developing measurable entity's diversity policy and its objectives and strategies to meet the Objectives progress towards of the diversity policy (Measurable Objectives) achieving them, and either: and monitoring the progress of the Measurable (1) the respective proportions of men Objectives and women through the monitoring, evaluation and reporting on the board, in senior executive mechanisms listed below. The Board may also set positions Measurable Objectives for achieving gender diversity and across the whole organisation and monitor their achievement. (including The Board will conduct all Board appointment how the entity has defined "senior processes executive" in a manner that promotes gender diversity, for these purposes); or including (2) if the entity is a "relevant establishing a structured approach for identifying employer" under a pool of candidates, using external experts where the Workplace Gender Equality Act, the necessary. entity's The Company's diversity strategies include: most recent "Gender Equality (a) recruiting from a diverse pool of candidates Indicators", as for all positions, including senior management defined in and published under that and the Board; Act. (b) reviewing succession plans to ensure an appropriate focus on diversity; (c) identifying specific factors to take account of in recruitment and selection processes to encourage diversity; (d) developing programs to develop a broader pool of skilled and experienced senior management and Board candidates, including, workplace development programs, mentoring programs and targeted training and development; (e) developing a culture which takes account of domestic responsibilities of employees; and (f) any other strategies the Board develops from time to time. The Company has not formally established measurable objectives for achieving gender diversity given the current stage of its operations and number of employees. The Company has however adopted a Diversity Policy which outlines the Company's objectives in the provision of equal opportunities in respect of employment and employment conditions. The Diversity Policy is available on the Company's website. The
Company will review the requirement to set and report on measurable objectives for achieving gender diversity as the Company's operations and employee numbers grow. ==== ========================================================= ===================================================== 1.6 A listed entity should: The Board is currently responsible for the (a) have and disclose a process for periodically performance evaluating the performance of the board, its evaluation of individual Directors on an annual committees and individual directors; and basis. To assist in this process an independent (b) disclose, in relation to each reporting adviser may be used. period, whether a performance evaluation was The Board will disclose, in relation to each undertaken in the reporting period in accordance reporting with that process. period, whether a performance evaluation was undertaken. It is envisaged that once the Company is of a sufficient size to establish a nomination committee, that committee will be responsible for arranging the performance evaluation of the board, its committees and individual directors on behalf of the Board. ==== ========================================================= ===================================================== 1.7 A listed entity should: The Board is currently responsible for the (a) have and disclose a process for periodically performance evaluating the performance of its senior executives; evaluation of the Company's senior executives. and Once the Company is of a sufficient size to (b) disclose, in relation to each reporting establish period, whether a performance evaluation was a remuneration committee, the remuneration committee undertaken in the reporting period in accordance will oversee the performance evaluation of the with that process. executive team. This evaluation will be based on specific criteria, including the business performance of the Company and its subsidiaries, whether strategic objectives are being achieved and the development of management and personnel. The Board will disclose, in relation to each reporting period, whether a performance evaluation of the senior executive team was undertaken. ==== ========================================================= ===================================================== Principle 2: Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. ====================================================================================================================== 2.1 The board of a listed entity should: The Board is not currently of a sufficient size (a) have a nomination committee which: and structure to establish a nomination committee. (1) has at least three members, a majority of At present, the full Board carries out the duties whom are independent directors; and that would ordinarily be assigned to a nomination (2) is chaired by an independent director, committee under the written terms of reference (3) and disclose: for that committee. (4) the charter of the committee; The Board is responsible for the appointment of (5) the members of the committee; and the Chief Executive Officer / Managing Director (6) as at the end of each reporting period, and other senior executives and the determination the number of times the committee met of their terms and conditions including remuneration throughout and termination. the period and the individual attendances of the members at those meetings; or The Board regularly reviews the composition of (b) if it does not have a nomination committee, the Board to ensure the appropriate mix of skills disclose that fact and the processes it employs and expertise is present to facilitate successful to address board succession issues and to strategic direction. ensure As the Company grows in size, it is planned that that the board has the appropriate balance of the Company will establish a separate nomination skills, knowledge, experience, independence committee with its own nomination committee charter. and diversity to enable it to discharge its duties and responsibilities effectively. ==== ========================================================= ===================================================== 2.2 A listed entity should have and disclose a board The composition of the Board is reviewed regularly skills matrix setting out the mix of skills to ensure the appropriate mix of skills and and diversity that the board currently has or expertise is looking to achieve in its membership. is present to facilitate successful strategic direction. As the Company grows in size, it is planned that the nomination committee will maintain and disclose a board skills matrix. ==== ========================================================= ===================================================== 2.3 A listed entity should disclose: The Board is currently comprised of two (a) the names of the directors considered by non-executive the board to be independent directors; directors (Mr Jason Bontempo and Mr Nathan Rayner) (b) if a director has an interest, position, and one executive director (Mr Greg Bandy, who association or relationship of the type acts as the Company's Managing Director). described Mr Bandy was appointed as a director of the Company in box 2.3 of the Recommendations but the board on 1 August 2010. Mr Bontempo was appointed as is of the opinion that it does not compromise a director of the Company on 24 January 2011. Mr the independence of the director, the nature Rayner was appointed as a director of the Company of the interest, position, association or on 23 October 2014. relationship The Board's charter provides that where practical, in question and an explanation of why the board the majority of the Board is comprised of is of that opinion; and non-executive (c) the length of service of each director. Directors and that, where practical, at least 50% of the Board will be independent. An independent Director is one who is independent of management and free from any business or other relationship, which could, or could reasonably be perceived to materially interfere with, the exercise of independent judgement. The Board will continue to assess the Company's
needs as it grows in size and if appropriate, appoint additional non-executive and independent directors. ==== ========================================================= ===================================================== 2.4 A majority of the board of a listed entity should Currently, independent directors form a majority be independent directors. of the Board as both Mr Nathan Rayner and Mr Jason Bontempo are considered independent directors. The Board will continue to assess the Company's needs as it grows in size and if appropriate, appoint additional non-executive and independent directors. ==== ========================================================= ===================================================== 2.5 The chair of the board of a listed entity should The Company does not currently have an independent be an independent director and, in particular, Chairman. The Managing Director assumes the role should not be the same person as the CEO of of Chairman at the Company's board and shareholder the entity. meetings. The Board will continue to assess the Company's needs as it grows in size and if appropriate, appoint an additional director to act as Chairman of the Company. ==== ========================================================= ===================================================== 2.6 A listed entity should have a program for inducting Under the Board's charter, the Company Secretary new directors and provide appropriate professional is to facilitate the induction of new Directors. development opportunities for directors to develop The Company's strategies to achieve the necessary and maintain the skills and knowledge needed blend of skills and diversity amongst Board members to perform their role as directors effectively. include workplace development programs, mentoring programs and targeted training and development. ==== ========================================================= ===================================================== Principle 3: Act ethically and responsibly A listed entity should act ethically and responsibly. ====================================================================================================================== 3.1 A listed entity should: The Company's Code of Conduct provides a framework (a) have a code of conduct for its directors, for decisions and actions in relation to ethical senior executives and employees; and conduct in employment. It underpins the Company's (b) disclose that code or a summary of it. commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from employees. Managers and supervisors are responsible and accountable for: (a) undertaking their duties and behaving in a manner that is consistent with the provisions of the Code of Conduct; (b) the effective implementation, promotion and support of the Code of Conduct in their areas of responsibility; and (c) ensuring employees under their control understand and follow the provisions outlined in the Code of Conduct. All employees are responsible for: (a) undertaking their duties in a manner that is consistent with the provisions of the Code of Conduct; (b) reporting suspected corrupt conduct; and (c) reporting any departure from the Code of Conduct by themselves or others. The Conduct of Conduct governs a variety of employment conduct, including: (a) personal and professional behaviour; (b) conflicts of interest; (c) public and media comment; (d) use of Company resources; (e) security of information; (f) intellectual property/copyright; (g) discrimination and harassment; (h) corrupt conduct; (i) occupational health and safety; (j) compliance with legislation; (k) fair dealing; (l) responsibilities to investors; (m) breaches of the Code of Conduct (n) reporting matters of concern. ==== ========================================================= ===================================================== Principle 4: Safeguard integrity in corporate reporting A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting. ====================================================================================================================== 4.1 The board of a listed entity should: The Board is not currently of a sufficient size (a) have an audit committee which: and structure to establish an audit committee. (1) has at least three members, all of whom At present, the full Board carries out the duties are non-executive directors and a majority that would ordinarily be assigned to an audit under of whom are independent directors; and the written terms of reference for that committee. (2) is chaired by an independent director, As the Company grows in size, it is planned at who is not the chair of the board, the Company will establish a separate audit and disclose: committee (3) the charter of the committee; with its own audit committee charter. (4) the relevant qualifications and Under the Board's charter, the specific experience responsibilities of the members of the committee; and of the Board include to recommend to shareholders (5) in relation to each reporting period, the appointment of the external auditor and to the meet with the external auditor when required and number of times the committee met without management being present.
throughout The Board meets with the Company's auditors at the period and the individual attendances regular intervals to continually assess and monitor of the performance of the external auditors. the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. ======== ===================================================== ===================================================== 4.2 The board of a listed entity should, before To assist the Board in its review and consideration it approves the entity's financial statements of the Company's financial statements for a for a financial period, receive from its CEO financial and CFO a declaration that, in their opinion, period, the Company's Chief Financial Officer and the financial records of the entity have been Managing Director declare to the Board whether, properly maintained and that the financial in their opinion: statements comply with the appropriate accounting (a) the Company's financial records have been standards and give a true and fair view of properly the financial position and performance of the maintained; and entity and that the opinion has been formed (b) the financial statements comply with the on the basis of a sound system of risk management appropriate and internal control which is operating effectively. accounting standards and give a true and fair view of the Company's financial position and performance, and, in doing so, confirm if their 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 has an AGM should ensure The auditor's lead engagement partner will be that its external auditor attends its AGM and present is available to answer questions from security at the Company's annual general meetings to answer holders relevant to the audit. questions from shareholders about the conduct of the audit and the preparation and content of the auditor's report. ======== ===================================================== ===================================================== Principle 5: Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities. ====================================================================================================================== 5.1 A listed entity should: The Company has in place a written policy on (a) have a written policy for complying information with disclosure and relevant procedures. its continuous disclosure obligations under The focus of these procedures is on continuous the Listing Rules; and disclosure compliance and improving access to (b) disclose that policy or a summary of information it. for investors. The Company Secretary is responsible for: (a) overseeing and co-ordinating disclosure of information to the relevant stock exchanges and shareholders; and (b) providing guidance to Directors and employees on disclosure requirements and procedures. Price sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants is also managed through disclosure to the ASX. Information is posted on the Company's website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience. ======== ===================================================== ===================================================== Principle 6: Respect the rights of securityholders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively. ====================================================================================================================== 6.1 A listed entity should provide information The Company's full corporate governance practices about itself and its governance to investors and policies are set out on the Company's website via its website. at: www.redemperorresources.com. ======== ===================================================== ===================================================== 6.2 A listed entity should design and implement The Board of the Company aims to ensure that the an investor relations program to facilitate shareholders are informed of all major developments effective two-way communication with investors. affecting the Company's state of affairs and to facilitate two-way communication with investors. Information is communicated to shareholders through: (a) the Annual Report delivered by post and which is also placed on the Company's website; (b) the half yearly report which is placed on the Company's website; (c) the quarterly reports which are placed on the Company's website; (d) disclosures and announcements made to the ASX copies of which are placed on the Company's website; (e) notices and explanatory memoranda of Annual General Meetings (AGM) and Extraordinary General Meetings (EGM) copies of which are placed on the Company's website; (f) the Managing Director's address made at the AGMs and the EGMs, copies of which are placed on the Company's website; (g) the Company's website on which the Company posts all announcements which it makes to the ASX; and (h) the auditor's lead engagement partner being present at the AGM to answer questions from shareholders
about the conduct of the audit and the preparation and content of the auditor's report. ======== ===================================================== ===================================================== 6.3 A listed entity should disclose the policies Shareholders are encouraged to attend and and processes it has in place to facilitate participate and encourage participation at meetings of in general meetings. Accordingly, meeting are held security holders. during normal business hours and at a location considered to be most convenient for the greatest possible number of shareholders to attend. ======== ===================================================== ===================================================== 6.4 A listed entity should give security holders Shareholders can register with the Company's the option to receive communications from, Registrar and send communications to, the entity and to receive email notifications of when an its security registry electronically. announcement is made by the Company to the ASX, including the release of the annual, half yearly and quarterly reports. Links are made available to the Company's website on which all information provided to the ASX is immediately posted. Shareholders are encouraged to receive communications from the Company and its share registry electronically. ======== ===================================================== ===================================================== Principle 7: Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. ====================================================================================================================== 7.1 The board of a listed entity The Board determines the Company's "risk profile" should: and is responsible for overseeing and approving (a) have a committee or risk management strategy and policies, internal committees to oversee compliance and internal control. risk, each of which: The responsibility for undertaking and assessing (1) has at least three members, risk management and internal control effectiveness a majority is delegated to management. Management is required of whom are independent to assess risk management and associated internal directors; and compliance and control procedures and report back (2) is chaired by an independent quarterly to the Board. director, The Company's process of risk management and and disclose: internal (3) the charter of the compliance and control includes: committee; (a) identifying and measuring risks that might (4) the members of the impact upon the achievement of the Company's goals committee; and and objectives, and monitoring the environment (5) as at the end of each for emerging factors and trends that affect these reporting period, risks. the number of times the (b) formulating risk management strategies to manage committee met throughout identified risks, and designing and implementing the period and the individual appropriate risk management policies and internal attendances of controls. the members at those meetings; (c) monitoring the performance of, and improving or the effectiveness of, risk management systems and (b) if it does not have a risk internal compliance and controls, including regular committee or assessment of the effectiveness of risk management committees that satisfy (a) and internal compliance and control. above, disclose As the Company grows in size, it is planned at that fact and the processes it the Company will establish a separate audit and employs for risk committee with its own committee charter. overseeing the entity's risk management framework. ======== ===================================================== ===================================================== 7.2 The board or a committee of the board should: The Board reviews assessments of the effectiveness (a) review the entity's risk management framework of risk management and internal compliance and at least annually to satisfy itself that it control on an annual basis and will disclose continues to be sound; and information (b) disclose, in relation to each reporting on the review process in is Annual Report. period, whether such a review has taken place. ======== ===================================================== ===================================================== 7.3 A listed entity should disclose: The Company does not have an internal audit (a) if it has an internal audit function, function. how Management oversees the Company's risk management the function is structured and what role it systems, practices and procedures to ensure performs; or effective (b) if it does not have an internal audit risk identification and management and compliance function, with internal guidelines and external requirements. that fact and the processes it employs for The Board reviews reports by management on the evaluating and continually improving the efficiency and effectiveness of risk management effectiveness and associated internal compliance and control of its risk management and internal control procedures. processes. When the Board is of a sufficient size and nature, it will establish and delegate to an Audit and Risk Committee responsibility for implementing the Company's risk management system. ======== ===================================================== ===================================================== 7.4 A listed entity should disclose whether it The Company believes it does not have any material has any material exposure to economic, environmental exposure to economic, environmental or social and social sustainability risks and, if it sustainability does, how it manages or intends to manage those risks and as such does not produce a sustainability risks. report. ======== ===================================================== ===================================================== Principle 8: Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders. ====================================================================================================================== 8.1 The board of a listed entity should: The full Board is responsible for the determination (a) have a remuneration committee which: of the remuneration of directors and senior
(1) has at least three members, a majority executives of and ensuring that such remuneration is appropriate whom are independent directors; and and not excessive. (2) is chaired by an independent director, Where considered necessary, the Board may engage and disclose: a remuneration consultant to assist with setting (3) the charter of the committee; and reviewing the Company's executive and (4) the members of the committee; and non-executive (5) as at the end of each reporting period, remuneration policies to ensure the Company attracts the number of times the committee met and retains executives and Directors who will create throughout value for shareholders. the period and the individual attendances of As the Company grows in size, it is planned at the members at those meetings; or the Company will establish a separate remuneration (b) if it does not have a remuneration committee with its own remuneration committee committee, charter. disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. ==== ========================================================= ===================================================== 8.2 A listed entity should separately disclose its The Company discloses details in its Annual Report policies and practices regarding the remuneration and any prospectus of remuneration paid to executive of non-executive directors and the remuneration and non-executive directors. The maximum aggregate of executive directors and other senior executives. annual remuneration payable to non-executive directors is set by shareholders in general meeting in accordance with the Company's constitution. ==== ========================================================= ===================================================== 8.3 A listed entity which has an equity-based The Company has not yet adopted an equity-based remuneration remuneration scheme. If in the future it does adopt scheme should: such a scheme, the Board will: (a) have a policy on whether participants are (a) review and approve any equity based plans that permitted to enter into transactions (whether may be introduced (Plans) in the light of through the use of derivatives or otherwise) legislative, which limit the economic risk of participating regulatory and market developments. in the scheme; and (b) for each Plan, determine each year whether (b) disclose that policy or a summary of it. awards will be made under that Plan. (c) review and approve total proposed awards under each Plan; (d) in addition to considering awards to executive Directors and direct reports to the Chief Executive Officer / Managing Director, review and approve proposed awards under each plan on an individual basis for executives as required under the rules governing each plan or as determined by the Committee; and (e) review, approve and keep under review performance hurdles for each equity based plan. Once the Board is of such a size and nature to warrant the establishment of a separate remuneration committee, the Board will delegate the above responsibilities to that committee. ==== ========================================================= =====================================================
This information is provided by RNS
The company news service from the London Stock Exchange
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(END) Dow Jones Newswires
September 29, 2016 02:32 ET (06:32 GMT)
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