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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Resolute Mining Limited | LSE:RSG | London | Ordinary Share | AU000000RSG6 | ORD NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -1.20 | -3.68% | 31.40 | 31.00 | 31.60 | 31.60 | 31.40 | 31.60 | 225,197 | 09:15:30 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Gold Ores | 631.07M | 65.58M | 0.0308 | 20.45 | 694.07M |
From Jul 2022 to Jul 2024
TIDMRSG
RNS Number : 5980U
Resolute Mining Limited
29 March 2023
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity Resolute Mining Limited ABN/ARBN Financial year ended: 39 097 088 689 31 December 2022
Our corporate governance statement [1] for the period above can be found at: [2]
Hot Features
Premium
These pages of our annual
report:
This URL on our website: https://www.rml.com.au/corporate-governance/
The Corporate Governance Statement is accurate and up to date as at 29 March 2023 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located. [3]
Date: 29 March 2023 Name of authorised Richard Steenhof officer authorising General Counsel & Company Secretary lodgement:
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked, Where a box below is ticked,
([4]) 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 this above. Our reasons for not doing
in our Corporate Governance so are: ([5])
Statement:
Principle 1 - Lay solid foundations for management and oversight
1.1 A listed entity should have and set out in our Corporate
disclose a board charter setting and we have disclosed a copy of Governance
out: our board charter at: Statement OR
(a) the respective roles and https://www.rml.com.au/corporate- we are an externally managed
responsibilities of its board governance/ entity and this recommendation
and management; and is therefore not applicable
(b) those matters expressly reserved
to the board and those delegated
to management .
--------------------------------------- ---------------------------------- -----------------------------------
1.2 A listed entity should: set out in our Corporate
(a) undertake appropriate checks Governance
before appointing a director Statement OR
or senior executive or putting we are an externally managed
someone forward for election entity and this recommendation
as a director; and is therefore not applicable
(b) provide security holders
with all material information
in its possession relevant to
a decision on whether or not
to elect or re-elect a director
.
--------------------------------------- ---------------------------------- -----------------------------------
1.3 A listed entity should have a set out in our Corporate
written agreement with each director Governance
and senior executive setting Statement OR
out the terms of their appointment we are an externally managed
. entity and this recommendation
is therefore not applicable
--------------------------------------- ---------------------------------- -----------------------------------
1.4 The company secretary of a listed set out in our Corporate
entity should be accountable Governance
directly to the board, through Statement OR
the chair, on all matters to we are an externally managed
do with the proper functioning entity and this recommendation
of the board. is therefore not applicable
--------------------------------------- ---------------------------------- -----------------------------------
1.5 A listed entity should: set out in our Corporate
(a) have and disclose a and we have disclosed a copy of Governance
diversity our diversity policy at: Statement OR
policy; https://www.rml.com.au/corporate- we are an externally managed
(b) through its board or a governance/ entity and this recommendation
committee and we have disclosed the is therefore not applicable
of the board set information
measurable objectives referred to in paragraph (c) :
for achieving gender in our Corporate Governance
diversity Statement
in the composition of its and if we were included in the
board, S&P / ASX 300 Index at the
senior executives and commencement
workforce of the reporting period our
generally; and measurable
(c) disclose in relation objective for achieving gender
to each diversity in the composition of
reporting period: its board of not less than 30%
(1) the measurable of its directors of each gender
objectives within a specified period.
set for that period to
achieve
gender diversity;
(2) the entity's progress
towards
achieving those
objectives; and
(3) either:
(A) the respective
proportions
of men and women on the
board,
in senior executive
positions
and across the whole
workforce
(including how the entity
has
defined "senior executive"
for
these purposes); or
(B) 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.
If the entity was in the
S&P
/ ASX 300 Index at the
commencement
of the reporting period,
the
measurable objective for
achieving
gender diversity in the
composition
of its board should be to
have
not less than 30% of its
directors
of each gender within a
specified
period.
--------------------------------------- ---------------------------------- -----------------------------------
1.6 A listed entity should: set out in our Corporate
(a) have and disclose a process and we have disclosed the Governance
for periodically evaluating the evaluation Statement OR
performance of the board, its process referred to in paragraph we are an externally managed
committees and individual directors; (a) at: entity and this recommendation
and https://www.rml.com.au/corporate- is therefore not applicable
(b) disclose for each reporting governance/
period whether a performance and whether a performance
evaluation has been undertaken evaluation
in accordance with that process was undertaken for the reporting
during or in respect of that period in accordance with that
period. process:
in our Corporate Governance
Statement
--------------------------------------- ---------------------------------- -----------------------------------
1.7 A listed entity should: set out in our Corporate
(a) have and disclose a process and we have disclosed the Governance
for evaluating the performance evaluation Statement OR
of its senior executives at least process referred to in paragraph we are an externally managed
once every reporting period; (a) at: entity and this recommendation
and https://www.rml.com.au/corporate- is therefore not applicable
(b) disclose for each reporting governance/
period whether a performance and whether a performance
evaluation has been undertaken evaluation
in accordance with that process was undertaken for the reporting
during or in respect of that period in accordance with that
period. process:
in our Corporate Governance
Statement
--------------------------------------- ---------------------------------- -----------------------------------
Principle 2 - Structure the board to BE EFFECTIVE AND add value
2.1 The board of a listed entity set out in our Corporate
should: and we have disclosed a copy of Governance
(a) have a nomination the charter of the committee at Statement OR
committee : we are an externally managed
which: https://www.rml.com.au/corporate- entity and this recommendation
(1) has at least three governance/ is therefore not applicable
members, and the information referred to
a majority of whom are in paragraphs (4) and (5) at :
independent our Annual Report at
directors; and https://www.rml.com.au/reports.ht
(2) is chaired by an ml
independent
director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee;
and
(5) as at the end of each
reporting
period, the number of times
the committee met throughout
the period and the
individual
attendances of the members
at those meetings; or
(b) if it does not have a
nomination
committee, disclose that
fact
and the processes it employs
to address board succession
issues and to ensure that
the
board has the appropriate
balance
of skills, knowledge,
experience,
independence and diversity
to enable it to discharge
its
duties and responsibilities
effectively .
----------------------------------- ---------------------------------- -----------------------------------
2.2 A listed entity should have set out in our Corporate
and disclose a board skills and we have disclosed our board Governance
matrix setting out the mix skills matrix: Statement OR
of skills that the board currently in our Corporate Governance we are an externally managed
has or is looking to achieve Statement entity and this recommendation
in its membership. is therefore not applicable
----------------------------------- ---------------------------------- -----------------------------------
2.3 A listed entity should disclose: set out in our Corporate
(a) the names of the directors and we have disclosed the names Governance
considered by the board to of the directors considered by Statement
be independent directors; the board to be independent
(b) if a director has an interest, directors:
position, affiliation or in our Corporate Governance
relationship Statement
of the type described in Box and, where applicable, the
2.3 but the board is of the information
opinion that it does not referred to in paragraph (b):
compromise in our Corporate Governance
the independence of the director, Statement
the nature of the interest, and the length of service of each
position or relationship in director:
question and an explanation in our Corporate Governance
of why the board is of that Statement
opinion; and
(c) the length of service of
each director.
----------------------------------- ---------------------------------- -----------------------------------
2.4 A majority of the board of set out in our Corporate
a listed entity should be Governance
independent Statement OR
directors . we are an externally managed
entity and this recommendation
is therefore not applicable
----------------------------------- ---------------------------------- -----------------------------------
2.5 The chair of the board of a set out in our Corporate
listed entity should be an Governance
independent director and, in Statement OR
particular, should not be the we are an externally managed
same person as the CEO of the entity and this recommendation
entity . is therefore not applicable
----------------------------------- ---------------------------------- -----------------------------------
2.6 A listed entity should have set out in our Corporate
a program for inducting new Governance
directors and for periodically Statement OR
reviewing whether there is we are an externally managed
a need for existing directors entity and this recommendation
to undertake professional is therefore not applicable
development
to maintain the skills and
knowledge needed to perform
their role as directors
effectively.
----------------------------------- ---------------------------------- -----------------------------------
Principle 3 - INSTIL A CULTURE of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate set out in our Corporate
and disclose its values. and we have disclosed our Governance
(recently Statement
refreshed) values in our
Corporate
Governance Statement (the values
on our website will be updated
shortly)
----------------------------------- ---------------------------------- -----------------------------------
3.2 A listed entity should: set out in our Corporate
(a) have and disclose a code and we have disclosed our code Governance
of conduct for its directors, of conduct at: Statement
senior executives and employees; https://www.rml.com.au/corporate-
and governance/
(b) ensure that the board or
a committee of the board is
informed of any material breaches
of that code by a director
or senior executive; and
(2) any other material breaches
of that code that call into
question the culture of the
organisation.
----------------------------------- ---------------------------------- -----------------------------------
3.3 A listed entity should: set out in our Corporate
(a) have and disclose a and we have disclosed our Governance
whistleblower whistleblower Statement
policy; and policy at :
(b) ensure that the board or https://www.rml.com.au/corporate-
a committee of the board is governance/
informed of any material incidents
reported under that policy.
----------------------------------- ---------------------------------- -----------------------------------
3.4 A listed entity should: set out in our Corporate
(a) have and disclose an and we have disclosed our Governance
anti-bribery anti-bribery Statement
and corruption policy; and and corruption policy at :
(b) ensure that the board or https://www.rml.com.au/corporate-
committee of the board is informed governance/
of any material breaches of
that policy.
----------------------------------- ---------------------------------- -----------------------------------
Principle 4 - safeguard the integrity of corporate reports
4.1 The board of a listed entity set out in our Corporate
should: and we have disclosed a copy of Governance
(a) have an audit committee the charter of the committee at Statement
which: :
(1) has at least three https://www.rml.com.au/corporate-
members, governance/
all of whom are and the information referred to
non-executive in paragraphs (4) and (5) at :
directors and a majority of our Annual Report at
whom are independent https://www.rml.com.au/reports.ht
directors; ml
and
(2) is chaired by an
independent
director, who is not the
chair
of the board,
and disclose:
(3) the charter of the
committee;
(4) the relevant
qualifications
and experience of the
members
of the committee; and
(5) in relation to each
reporting
period, the number of times
the committee met throughout
the period and the
individual
attendances of the members
at those meetings; or
(b) if it does not have an
audit committee, disclose
that
fact and the processes it
employs
that independently verify
and
safeguard the integrity of
its corporate reporting,
including
the processes for the
appointment
and removal of the external
auditor and the rotation of
the audit engagement
partner.
----------------------------------- ---------------------------------- -----------------------------------
4.2 The board of a listed entity set out in our Corporate
should, before it approves Governance
the entity's financial statements Statement
for a financial period, receive
from its CEO and CFO a declaration
that, in their opinion, the
financial records of the entity
have been properly maintained
and that the financial statements
comply with the appropriate
accounting standards and give
a true and fair view of the
financial position and performance
of the entity and that the
opinion has been formed on
the basis of a sound system
of risk management and internal
control which is operating
effectively.
----------------------------------- ---------------------------------- -----------------------------------
4.3 A listed entity should disclose set out in our Corporate
its process to verify the Governance
integrity Statement
of any periodic corporate report
it releases to the market that
is not audited or reviewed
by an external auditor.
----------------------------------- ---------------------------------- -----------------------------------
Principle 5 - Make timely and balanced disclosure
5.1 A listed entity should have set out in our Corporate
and disclose a written policy and we have disclosed our Governance
for complying with its continuous continuous Statement
disclosure obligations under disclosure compliance policy at:
listing rule 3.1. https://www.rml.com.au/corporate-
governance/
----------------------------------- ---------------------------------- -----------------------------------
5.2 A listed entity should ensure set out in our Corporate
that its board receives copies Governance
of all material market Statement
announcements
promptly after they have been
made.
----------------------------------- ---------------------------------- -----------------------------------
5.3 A listed entity that gives set out in our Corporate
a new and substantive investor Governance
or analyst presentation should Statement
release a copy of the presentation
materials on the ASX Market
Announcements Platform ahead
of the presentation.
----------------------------------- ---------------------------------- -----------------------------------
Principle 6 - Respect the rights of sECURITY holders
6.1 A listed entity should provide set out in our Corporate
information about itself and and we have disclosed information Governance
its governance to investors about us and our governance on Statement
via its website . our website at :
https://www.rml.com.au/corporate-
governance/
----------------------------------- ---------------------------------- -----------------------------------
6.2 A listed entity should have set out in our Corporate
an investor relations program Governance
that facilitates effective Statement
two-way communication with
investors .
----------------------------------- ---------------------------------- -----------------------------------
6.3 A listed entity should disclose set out in our Corporate
how it facilitates and encourages and we have disclosed how we Governance
participation at meetings of facilitate Statement
security holders. and encourage participation at
meetings of security holders at
:
https://www.rml.com.au/corporate-
governance/
----------------------------------- ---------------------------------- -----------------------------------
6.4 A listed entity should ensure set out in our Corporate
that all substantive resolutions Governance
at a meeting of security holders Statement
are decided by a poll rather
than by a show of hands.
----------------------------------- ---------------------------------- -----------------------------------
6.5 A listed entity should give set out in our Corporate
security holders the option Governance
to receive communications from, Statement
and send communications to,
the entity and its security
registry electronically.
----------------------------------- ---------------------------------- -----------------------------------
Principle 7 - RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity set out in our Corporate
should: and we have disclosed a copy of Governance
(a) have a committee or the charter of the committee at Statement
committees :
to oversee risk, each of https://www.rml.com.au/corporate-
which: governance/
(1) has at least three and the information referred to
members, in paragraphs (4) and (5) at :
a majority of whom are our Annual Report at
independent https://www.rml.com.au/reports.ht
directors; and ml
(2) is chaired by an
independent
director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee;
and
(5) as at the end of each
reporting
period, the number of times
the committee met throughout
the period and the
individual
attendances of the members
at those meetings; or
(b) if it does not have a
risk
committee or committees that
satisfy (a) above, disclose
that fact and the processes
it employs for overseeing
the
entity's risk management
framework.
----------------------------------- ---------------------------------- -----------------------------------
7.2 The board or a committee of set out in our Corporate
the board should: and we have disclosed whether Governance
(a) review the entity's risk a review of the entity's risk Statement
management framework at least management framework was
annually to satisfy itself undertaken
that it continues to be sound during the reporting period:
and that the entity is operating in our Corporate Governance
with due regard to the risk Statement
appetite set by the board;
an d
(b) disclose, in relation to
each reporting period, whether
such a review has taken place.
----------------------------------- ---------------------------------- -----------------------------------
7.3 A listed entity should disclose set out in our Corporate
: and we have disclosed how our Governance
(a) if it has an internal audit internal audit function is Statement
function, how the function structured
is structured and what role and what role it performs:
it performs ; or in our Corporate Governance
(b) if it does not have an Statement
internal audit function, that
fact and the processes it employs
for evaluating and continually
improving the effectiveness
of its governance, risk management
and internal control processes
.
----------------------------------- ---------------------------------- -----------------------------------
7.4 A listed entity should disclose set out in our Corporate
whether it has any material and we have disclosed whether Governance
exposure to environmental or we have any m aterial exposure Statement
social risks and, if it does, to environmental and social risks
how it manages or intends to at:
manage those risks. our Annual Report at
https://www.rml.com.au/reports.ht
ml
and, if we do, how we manage or
intend to manage those risks at:
our Annual Report at
https://www.rml.com.au/reports.ht
ml
----------------------------------- ---------------------------------- -----------------------------------
Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity set out in our Corporate
should: and we have disclosed a copy of Governance
(a) have a remuneration the charter of the committee at Statement OR
committee : we are an externally managed
which: https://www.rml.com.au/corporate- entity and this recommendation
(1) has at least three governance/ is therefore not applicable
members, and the information referred to
a majority of whom are in paragraphs (4) and (5) at:
independent our Annual Report at
directors; and https://www.rml.com.au/reports.ht
(2) is chaired by an ml
independent
director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee;
and
(5) as at the end of each
reporting
period, the number of times
the committee met throughout
the period and the
individual
attendances of the members
at those meetings; or
(b) if it does not have a
remuneration
committee, disclose that
fact
and the processes it employs
for setting the level and
composition
of remuneration for
directors
and senior executives and
ensuring
that such remuneration is
appropriate
and not excessive .
----------------------------------- ---------------------------------- -----------------------------------
8.2 A listed entity should separately set out in our Corporate
disclose its policies and and we have disclosed separately Governance
practices ou r remuneration policies and Statement OR
regarding the remuneration practices regarding the we are an externally managed
of non-executive directors remuneration entity and this recommendation
and the remuneration of executive of non-executive directors and is therefore not applicable
directors and other senior the remuneration of executive
executives. directors and other senior
executives
at:
our Annual Report at
https://www.rml.com.au/reports.ht
ml
----------------------------------- ---------------------------------- -----------------------------------
8.3 A listed entity which has an set out in our Corporate
equity-based remuneration scheme and we have disclosed our policy Governance
should: on this issue or a summary of Statement OR
(a) have a policy on whether it at: we do not have an equity-based
participants are permitted https://www.rml.com.au/corporate- remuneration scheme and this
to enter into transactions governance/ recommendation
(whether through the use of is therefore not applicable OR
derivatives or otherwise) which we are an externally managed
limit the economic risk of entity and this recommendation
participating in the scheme; is therefore not applicable
and
(b) disclose that policy or
a summary of it .
----------------------------------- ---------------------------------- -----------------------------------
[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.
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 Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
[2] Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
[3] 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.
See notes 4 and 5 below for further instructions on how to complete this form.
[4] Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
[5] 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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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