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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 18.00 | 17.70 | 18.60 | 18.10 | 18.00 | 18.10 | 109,145 | 08:19:06 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Gold Ores | 631.07M | 65.58M | 0.0308 | 11.04 | 383.23M |
From Feb 2020 to Feb 2025
TIDMRSG
RNS Number : 5384S
Resolute Mining Limited
17 March 2021
17 March 2021
Resolute Mining Limited
(Resolute or the Company)
Corporate Governance Statement
The Board of Resolute Mining Limited (Resolute or Company) is responsible for the corporate governance of the consolidated entity (Group). The Board guides and monitors the business and affairs of the Company on behalf of the Company's shareholders (Shareholders) by whom they are elected and to whom they are accountable.
The Company has adopted the Fourth Edition of the Corporate Governance Principles and Recommendations (Fourth Edition) established by the ASX Corporate Governance Council and published in February 2019 by the Australian Securities Exchange (ASX) (available at https://www2.asx.com.au/about/regulation/corporate-governance-council ). The Company has also published an Appendix 4G which confirms that the Company has followed all of the principles and recommendations of the Fourth Edition.
A description of the Company's main corporate governance practices is set out below. All practices, unless otherwise stated, were in place for the entire year. We have set out our practices in line with the principles established by the ASX.
This Corporate Governance Statement has been approved by the Board and is accurate and up to date as at 31 December 2020 unless a later date is specified.
This Corporate Governance Statement makes various references to information contained in the Company's Annual Report for the year ended 31 December 2020 (Annual Report). A full copy of the Annual Report can be viewed on our website https://www.rml.com.au/investors/reports/.
1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1.1 The Board of Directors and Management
The Board has a Board Charter that outlines the functions reserved to the Board and those delegated to management. A copy of the Board Charter can be viewed here .
The Board is responsible for the overall management, strategic direction and corporate governance of the Company and for delivering accountable corporate performance in accordance with the Company's goals and objectives. As part of its responsibilities, the Board is required to:
-- provide strategic direction to the Group, maximise performance, generate appropriate levels of Shareholder value and financial return and sustain the growth and success of the business;
-- monitor the operational and financial position of the Company specifically and the Group generally;
-- ensure that the principal risks faced by the Group are identified and oversee that appropriate control and monitoring systems are in place to manage the impact of these risks;
-- review and approve Resolute's internal compliance and control systems, statement of values and Codes of Conduct to underpin the desired culture within Resolute;
-- appoint (and where appropriate, remove) the CEO and monitor other key executive appointments; and
-- evaluate the performance of the CEO and through the CEO, receive reports on the performance of other senior executives in the context of the attainment of the Group's strategies and objectives.
The CEO is responsible for the management, operations and running of the day-to-day affairs of the Group under delegated authority from the Board.
Further details of the responsibilities of the Board and CEO (and management under sub-delegation from the CEO) can be found in the Board Charter.
1.2 Board and Senior Executive appointments
The Company undertakes appropriate checks on Director candidates, including checks on the person's character, experience, education, criminal record and bankruptcy history, before either appointing a person as a Director or putting that person forward as a candidate for election or appointment. The Company has extended this practice to its Senior Executive appointments in accordance with the Fourth Edition for the financial year commencing 1 January 2020.
Details of the members of the Board and Senior Executives including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors and Senior Executives" in the Annual Report.
1.3 Board agreements
The Company has a written agreement in place with each Director and Senior Executive which sets out the terms of their appointment. Material variations to these agreements are disclosed to the ASX to the extent required by the ASX Listing Rules.
1.4 Company Secretary
The Company Secretary has a direct line of communication with all Directors and is directly accountable to the Board, through the Chairman, on all matters relating to the proper functioning of the Board. The Company Secretary is responsible for advising the Board and its Committees on governance, policy and procedural issues and the preparation of Board papers and minutes.
1.5 Diversity
In accordance with best governance practice, a diversity and inclusion policy has been established which includes the review of diversity within the Group by considering Board composition, executive composition and employee composition by gender.
The Company's Diversity and Inclusion Policy applies to all employees of the Group. Details of the policy are set out on the Company's website here.
The goal of the Diversity and Inclusion Policy is to have a high performing workforce that takes into account and recognises the communities in which we operate. The Directors have set measurable objectives towards establishing this goal. Details of these objectives and the progress towards achieving them are provided in the table below.
Hot Features
Premium
Objective for Year Time Period Activity During Year ended 31 December
ended 31 December 2020
2020
Develop, implement 2020
and monitor an annual * Revised Diversity and Inclusion Policy released which
Diversity and Inclusion includes diversity and inclusion initiatives that are
Action Plan reviewed on an annual basis.
------------ -------------------------------------------------------------
*Increase the overall 2020-2023
proportion of women * Established Board approved gender diversity targets
in the workforce in 2020 as part of revised Diversity and Inclusion
Policy.
* Diversity considerations form part of selection
criteria in all recruitment processes.
* Flexible work arrangements considered wherever
possible.
* Parental Leave Policy draft developed with a view to
roll out in 2021.
------------ -------------------------------------------------------------
Objective for Year Time Period Activity During Year ended 31 December
ended 31 December 2020
2020
*Increase the participation 2020-2023
of women in the work * Considered recruitment.
force at the Senior
Manager and Other
Manager levels (as * Workforce planning, succession planning and talent
defined by WGEA categories) management initiatives.
------------ -------------------------------------------------------------
*Work towards increasing 2020-2023
the ratio (at all * Established targets for nationalisation in 2020 and
job levels) of Nationals already improved ratio between 2019 and 2020
to Expats in each (currently 90% of workforce at Syama and 85% at Mako
country of operation is National, up from 85% and 82% respectively in
2019).
* Entry-level and semi-skilled roles are reserved for
members of the local/host communities.
------------ -------------------------------------------------------------
Elimination of the 2020-2023
gender pay gap across * At least annual gender pay gap analysis - no material
all entities gap identified in 2021 salary review process.
------------ -------------------------------------------------------------
*Baseline to be created effective 31 Dec 2019
1.6 Board Performance Evaluation
The Company has a Performance Evaluation Process for periodically evaluating the performance of the Board, its Committees, individual Directors and senior executives which can be viewed here.
During 2020, the Board engaged an independent governance consultant to undertake a comprehensive review of the performance of the Board, its Committees and individual Directors. This review included review of Board dynamics and processes, and holistic organisational governance considerations, and included the consultant attending Board and Committee meetings as an observer.
The Chairman and the Board regularly discuss the performance of the Board, the performance of the individual Directors and the CEO, and the Committees of the Board. The Chairman is responsible for meeting with the individual Directors to discuss their performance and contribution to the Board.
The performance of the Board was continually assessed during the year ended 31 December 2020.
1.7 Senior Executives Performance Evaluation
The CEO is responsible for formally evaluating the performance of senior executives each year. A performance appraisal questionnaire is completed by each senior executive and reviewed and discussed with the CEO in a formal meeting.
The CEO's performance is periodically reviewed by the Nomination Committee and the Remuneration Committee (each discussed in more detail in sections 2.1 and 8.1 below) in accordance with agreed performance parameters.
A performance evaluation of the Interim CEO and senior executives took place for the year ended 31 December 2020 in accordance with the process described above.
2. STRUCTURE THE BOARD TO ADD VALUE 2.1 Nomination Committee
The Company has a Nomination Committee that is governed by the Nomination Committee Charter (a copy of which can be viewed here ).
The Nomination Committee is responsible for Board and Committee membership, succession planning, performance evaluation and diversity and inclusion policy development, monitoring and review. Further roles and responsibilities of the Nomination Committee, including a description of the procedure for the selection, appointment and re-election of incumbents, can be found in the Nomination Committee Charter.
As at 31 December 2020 and as at the date of this statement, the Nomination Committee comprised of Mr M. Botha (Chair), Ms Y. Broughton, Ms S. Shugg, Mr P. Sullivan and Mr M. Potts, all of whom are Non-Executive Directors.
As at the date of this statement, all members of the Nomination Committee are independent Directors.
The attendance record of Nomination Committee members at Nomination Committee meetings for the reporting period ended 31 December 2020 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.
2.2 Board Composition and Skills Matrix
The Board
As at 31 December 2020 and as at the date of this statement, the Board comprised of five Non-Executive Directors (including the Chairman).
The table below sets out the detail of the tenure of each Director.
Director Role of Director First Appointed* Qualification
Martin Botha Non-Executive Director February 2014 BScEng
and Chairman (appointed
Chairman from 29 June
2017)
------------------------- ----------------- --------------------------
Peter Sullivan Non-Executive Director June 2001 BEng, MBA
------------------------- ----------------- --------------------------
Yasmin Broughton Non-Executive Director June 2017 BACom, Post Graduate
Law, FAICD
------------------------- ----------------- --------------------------
Mark Potts Non-Executive Director June 2017 BSc (Hons), GAICD
------------------------- ----------------- --------------------------
Sabina Shugg Non-Executive Director September 2018 BSc (Mining Engineering),
MBA, GAICD
------------------------- ----------------- --------------------------
*Resolute was incorporated on 8 June 2001.
In relation to term of office, the Company's constitution specifies that one third (or if not a whole number, the nearest whole number to one third) of all Directors (with the exception of the CEO) must retire from office annually and are eligible for re-election. The Nomination Committee assesses and determines whether to endorse the re-election of Directors required to retire by rotation. The Company's constitution also requires that any Director who has been in office for more than three years must retire from office at the next annual general meeting and is eligible for re-election.
Skills Matrix
A profile of each Director setting out their skills, experience, expertise and period of office is set out in the Directors' Report in the Annual Report.
The Board has identified that the appropriate mix of skills and diversity required of its members on the Board to operate effectively and efficiently is achieved by personnel having substantial skills and experience in operational management, mining and technical, capital projects, strategy/risk, finance, listed resource companies, equity markets and sustainability and stakeholder management.
Each Director brings a unique and varied skillset covering relevant aspects of the desired mix of skills and diversity required in the composition of the Board, and each Director has the right of access to all Company information and to the senior executive team.
Please refer to the table in the full version of this announcement at https://www.rml.com.au/investors/asx-announcements/ , which summarises the areas of competence, skills and experience of the six Directors in office as at 31 December 2020.
Diversity of the Board as at 31 December 2020
Gender 3 males and 2 females
------------------------------------
Tenure 0 - 2 years: 1 director
2 - 4 years: 2 directors
4 - 10 years: 1 director
10+ years: 1 director
------------------------------------
2.3 Assessment of Board Independence
Directors are expected to contribute independent views to the Board.
An independent Board member operates independently of executive management and free of any business or other relationship (personal, business or otherwise) that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgment.
Independent Board members accordingly assist in ensuring that the Board operates in the best interests of the Company, having regard to the goals and objectives of the Company.
The assessment of whether a Board member is independent is a matter of judgement for the Board as a whole and includes concepts of materiality. In making that judgement the Board may have regard to, but need not be bound by, the Recommendations as to director "independence".
All Board members are required to disclose to the Board and the Nomination Committee (via the Company Secretary) any interest, position, association, relationship or information (and any changes thereof) which may be relevant or material to that assessment.
The Chairman, and at least a majority of Directors, should be independent, unless special circumstances exist, are disclosed and are approved of by the Board as an exception to this requirement.
The Board regularly reviews and considers the positions and associations of each of the Directors in office.
As at 31 December 2020, the Board considered that all five directors were independent, namely, Mr M. Botha (Chairman), Ms S. Shugg, Mr P. Sullivan, Ms Y. Broughton and Mr M. Potts.
Refer to section 2.2 of this statement under the heading "The Board" for details of the length of service of each of the Directors.
2.4 Ratio of Board Independence
As at 31 December 2020, the majority of the Board (all five Directors) were independent.
2.5 Roles of the Chairman and CEO
The roles of the Chairman (Mr M. Botha) and the Interim CEO (Mr S. Gale) are not exercised by the same individual. As at the date of this Statement, the Chairman is an independent Non-Executive Director.
2.6 Board Induction and Professional Development
The Company has a procedure for the selection and appointment of new Directors which can be viewed here.
The Board, through the Nomination Committee, reviews whether the Directors as a group have the skills, knowledge and familiarity with the Group and its operating environment required to fulfil their role on the Board and its Committees effectively. It also oversees Board member induction and professional development including, where gaps are identified, considering what training or development could be undertaken to fill the gaps, and where necessary, providing resources for the Directors to develop and maintain their skills and knowledge. Further details of the professional development provided by the Nomination Committee can be found in the Nomination Committee Charter.
Directors and Board Committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.
3. ACT ETHICALLY AND RESPONSIBLY 3.1 Values
Several years ago, the Company implemented a formal set of behavioural values designed to uphold high standards of integrity and work performance by all Directors and employees of the Group. The Company's values are:
-- Bold: We are determined and unwavering in character, ideas and action -- Agile: We adopt new methods, systems and technology to improve performance -- Courageous: We take smart risks and make tough decisions -- United: We work together to achieve what is best for Resolute and our communities 3.2 Ethical standards and code of conduct
Code of Conduct
The Board acknowledges the need for the highest standards of corporate governance and ethical conduct by all Directors and employees of the Group. As such, the Company has a Code of Conduct which has been fully endorsed by the Board and applies to all Directors and Group employees. The Code of Conduct is regularly reviewed and updated as necessary to ensure that it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group's integrity.
A fundamental theme is that all business affairs are conducted legally, ethically and with strict observance of the highest standards of integrity and propriety. The Directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the consolidated entity. This concerns the propriety of decision making in conflict of interest situations and quality decision making for the benefit of Shareholders. All material breaches of the Code of Conduct are reported to the Board.
The Company's employees must complete training on the Code of Conduct (via an online module or in a face to face format).
A copy of the Company's Code of Conduct can be found here.
Whistleblower Policy
In line with the Code of Conduct, the Company has a Whistleblower Policy which aims to further the Company's commitment to maintaining high ethical standards of conduct and to encourage the reporting of any instance of suspected unethical, illegal, fraudulent or undesirable conduct which contravenes the Code of Conduct. The Whistleblower Policy also ensures that persons who make a report in good faith can do so without fear of intimidation, disadvantage or reprisal. All material breaches of the Whistleblower Policy are reported to the Board.
A copy of the Company's Whistleblower Policy can be found here.
Anti-Bribery and Corruption Policy
An important element of the Code of Conduct addresses anti-bribery and corruption (ABC) and requires the adherence to Australian and other applicable anti-bribery laws conducting business dealings, irrespective of local standards and practices in the place of business. The Company's Anti-Bribery and Corruption Policy provides further guidance and sets out the Company's commitment to conducting its business ethically and with honesty and integrity, with a "zero-tolerance" approach to bribery and corruption. All material breaches of the Anti-Bribery and Corruption Policy are reported to the Board.
The Company conducts a broader ABC compliance programme which includes measures such as ABC training for staff (particularly staff at higher risk of exposure to corruption), the placement of suitable ABC clauses in all contracts (particularly those with third party representatives who interact with government officials on the Company's behalf), and a pre-approval regime for offering, giving or receiving gifts above a modest value.
The Company has not been involved in any ABC regulatory investigations or legal actions either during the calendar year ending 31 December 2020 or as at the date of this statement.
A copy of the Company's Anti-Bribery and Corruption Policy can be found here.
3.3 Sustainability Committee
As at the date of this statement, the Company has a Sustainability Committee. The Sustainability Committee is comprised of Mr S. Gale (Interim CEO & Chair), Ms S. Shugg (Non-Executive Director), Mr M. Potts (Non-Executive Director) and relevant senior executives, namely the Company's Chief Operating Officer, Chief Financial Officer and General Manager - People and Sustainability.
The Sustainability Committee is chaired by Mr S. Gale.
The Sustainability Committee operates under a charter approved by the Board which can be found here .
The key purposes of the Committee are to act as a forum for presentation of the safety performance and environmental impact management of the Group operations including exploration, consultation, discussion and dissemination of information on matters which are likely to affect the safety performance and environmental management of Group workplaces.
The Sustainability Committee is also responsible for:
-- monitoring key risks to the business in the areas of health, safety, security and environment;
-- monitoring the Group's compliance with relevant laws, regulations and Group operational policies and standards;
-- monitoring the culture that is promoted within the Group to promote compliance with and responsibility for health, safety, security and environmental management; and
-- establishing and tracking of measurable workplace health, safety and environment objectives and targets, including recognising and celebrating their achievement.
4. SAFEGUARD INTEGRITY IN CORPORATE REPORTING 4.1 Audit and Risk Committee
The Company has an Audit and Risk Committee. As at 31 December 2020 and as at the date of this statement, the Audit and Risk Committee comprised of Ms Y. Broughton (Chair), Mr M. Botha, Mr P. Sullivan, Ms S. Shugg and Mr M. Potts, all of whom are Non-Executive Directors.
As at the date of this statement, all members of the Audit and Risk Committee are independent Directors. The Audit and Risk Committee is chaired by Ms Y. Broughton, who is not the Chairman of the Board.
All members of the Audit and Risk Committee consider themselves to be financially literate and have significant understanding of the industry in which the Company operates. The attendance record of Audit and Risk Committee members at Audit and Risk Committee meetings for the reporting period ended 31 December 2020 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.
Details of the members of the Board including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors".
The Audit and Risk Committee operates under a charter approved by the Board which can be found here.
It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations. The Audit and Risk Committee also provides the Board with additional assurance regarding the reliability of the financial information for inclusion in the financial reports.
The Audit and Risk Committee is also responsible for:
-- ensuring compliance with statutory responsibilities relating to accounting policy and disclosure;
-- liaising with, discussing and resolving relevant issues with the auditors; -- assessing the adequacy of accounting, financial and operating controls; and -- reviewing half-year and annual financial statements before submission to the Board. 4.2 Corporate reporting certifications
The Company's Interim Chief Executive Officer (Mr S. Gale) has provided the Board with the appropriate assurances in relation to full year statutory financial reports during the year ended 31 December 2020.
These assurances include declarations in accordance with Section 295A of the Corporations Act 2001 (Cth) (Corporations Act) that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards, and that they give a true and fair view of the financial position and performance of the Company, 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 Verification of Reports
The Company's external auditor, Ernst & Young, reviews the annual Directors' Report, annual Remuneration Report, and the annual and half yearly Financial Statements. The balance of periodic corporate reports, including Quarterly Reports, the annual Corporate Governance Statement, and the annual Reserves and Resources Statement, are subject to a rigorous internal review process coordinated by the Investor Relations team with individual sign offs by the relevant functional areas.
4.4 External Auditor
The Company's external auditor, Ernst & Young (External Auditor), attends the Company's Annual General Meeting. The External Auditor's presence is made known to Shareholders during the meeting, and Shareholders are provided with an opportunity to address questions to the External Auditor relevant to the audit and the preparation and content of the External Auditor's report.
The External Auditor is invited to attend all Audit and Risk Committee Meetings. As noted in the Audit and Risk Committee Charter, the performance and independence of the External Auditor is reviewed by the Audit and Risk Committee.
The External Auditor's existing policy requires that its audit team provide a statement as to their independence. This statement was received by the Audit and Risk Committee for the reporting period ended 31 December 2020.
The External Auditor has a policy for the rotation of the lead audit partner in accordance with the requirements of the Corporations Act.
5. MAKE TIMELY AND BALANCED DISCLOSURE 5.1 Continuous disclosure
The Board has a Continuous Disclosure Policy which can be viewed here. The Company is committed to:
-- ensuring that stakeholders have the opportunity to access externally available information issued by the Company;
-- providing full and timely information to the market about the Company's activities; and
-- complying with the obligations contained in the ASX Listing Rules and the Corporations Act relating to continuous disclosure.
The Board has designated the CEO, the CFO and the Company Secretary as the responsible officers for administering the Continuous Disclosure Policy. This involves complying with the continuous disclosure requirements outlined in the ASX Listing Rules, ensuring that disclosure with the ASX is co-ordinated and being responsible for administering and implementing the policy.
5.2 Board communication
The Company makes announcements available to Directors promptly after receiving confirmation from the ASX that an announcement has been released to the market.
5.3 Announcements and presentation materials
The Company releases announcements and presentation materials containing new or market sensitive material to the ASX prior to the time of the corresponding presentation to analysts, investors or conference. Following confirmation of release of such materials by the ASX, the materials are published on the Company's website, selected social media and circulated by email to the Company's subscribers.
Presentation materials that do not contain new or market sensitive material are published on the website and circulated to the Company's subscribers at the time they are made available to the relevant event.
6. RESPECT THE RIGHTS OF SECURITY HOLDERS 6.1 Shareholder communication
The Company's website (www.rml.com.au) provides information on the Company including its history, current operations and corporate directory.
The Corporate Governance page of the Company's website (https://www.rml.com.au/corporate-governance /) provides access to key policies, procedures and charters of the Company, such as the Board and Committee charters, Securities Trading Policy, Diversity and Inclusion Policy and Continuous Disclosure Policy, and the Company's latest Corporate Governance Statement.
ASX announcements, Company reports and presentations are uploaded to the website following release to the ASX and editorial content is updated on a regular basis. The Company is committed to providing Shareholders and the market with consistent, transparent corporate reporting and timely, accurate disclosures.
6.2 Investor relations program
The Board has established a Communications Strategy which can be viewed here. The Company's website (www.rml.com.au) provides information on the Company including its background, objectives, projects and contact details.
The Board aims to ensure that Shareholders, on behalf of whom they act, are informed of all information necessary and kept informed of all major developments affecting the Company in a timely and effective manner. Information is communicated to the market and Shareholders through:
-- the annual report which is made available to all Shareholders and the public;
-- half yearly, quarterly reports and ASX announcements which are made to the ASX and posted on the entity's website; and
-- the annual general meeting and other meetings so called to obtain approval for Board action as appropriate.
6.3 Shareholder participation
The Board recognises the rights of Shareholders and encourages participation of Shareholders at general meetings of the Company. Notices of meetings are distributed to Shareholders and Shareholders are provided with the opportunity to attend general meetings.
Shareholders who are unable to attend meetings of the Company are encouraged to participate by way of appointment of a proxy. Information as to how to lodge a proxy form is provided to Shareholders at the time a notice of meeting is distributed.
Shareholders are encouraged to use their attendance at meetings to ask questions on any matter, with time being specifically set aside for Shareholder queries.
6.4 Substantive resolutions
All substantive resolutions are decided by a poll at general meetings of the Company.
6.5 Communication options
Shareholders have a choice in relation to the methods in which they receive information (including notices of meetings) from the Company. A Shareholder can request to have information released to them by email by phoning the Company's Share Registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or by visiting the Share Registry's "Investor Centre" at www-au.computershare.com/investor/ which allows Shareholders to login and access their personal information, shareholdings and a range of relevant forms via its website.
7. RECOGNISE AND MANAGE RISK 7.1 Risk management
The Company takes a pro-active approach to risk management across the Group and the Board has ultimate responsibility for ensuring that the principal risks faced by the Group are identified and overseeing that appropriate control and monitoring systems are in place to manage the impact of these risks.
As detailed in section 4.1 above, the Board's identification and oversight role was supported by the Audit and Risk Committee during the reporting period. The Audit and Risk Committee has a risk function as set by the Audit and Risk Committee Charter which can be viewed here.
Separately, the CEO and the Chief Financial Officer will inform the Board annually in writing that the sign off given on the financial statements is founded on a sound system of risk management and internal control compliance which implements the policies adopted by the Board.
The Company's risk management and internal compliance and control systems is operating effectively and efficiently in all material respects.
7.2 Review of risk management framework
The scope of the Audit and Risk Committee's risk function includes approving and monitoring policies for identifying and managing/mitigating/transferring risk (including in accordance with the Group's risk management policy) and reviewing the Group's risk management framework and policies at least annually to satisfy itself that it continues to be sound and that it is operating with due regard to the risk appetite set by the Board.
The risk management framework was continually reviewed during the reporting period by the Board.
7.3 Internal audit function
The Company had a dedicated internal audit function during the reporting period ended 31 December 2020.
KPMG has been engaged from 1 July 2017 to perform the internal audit function. The Company Secretary is responsible for internal audit, reporting directly to the Audit and Risk Committee.
The Audit and Risk Committee will ensure that appropriately qualified personnel with the suitable skill sets are employed to manage the internal audit function and reviews and assesses the performance and objectivity of the Company's internal audit function.
7.4 Management of material risks
The Company has an existing risk framework in place that uses a series of workshops and interviews to assist in the identification and assessment of key business risks including the associated mitigation controls and strategies to appropriately manage the material risks.
The Company has summarised its key business risks and the associated mitigation controls and strategies to appropriately manage those material risks in the Annual Report under the heading "Risk Management".
KPMG has been engaged from 1 July 2017 to further enhance the risk framework and processes.
8. REMUNERATE FAIRLY AND RESPONSIBLY 8.1 Remuneration Committee
The Company has a Remuneration Committee that is governed by the Remuneration Committee Charter (a copy of which can be viewed here ).
The Remuneration Committee is responsible for determining and reviewing the compensation arrangements for the Directors (including the CEO), the executive team and Group employees, and making recommendations to the Board in this regard.
As at 31 December 2020 and as at the date of this statement, the Remuneration Committee comprised of Mr M. Potts (Chair), Mr M. Botha, Ms S. Shugg, Mr P. Sullivan and Ms Y. Broughton all of whom are Non-Executive Directors. As at the date of this statement, all members of the Remuneration Committee are independent Directors.
The attendance record of Remuneration Committee members at Remuneration Committee meetings for the reporting period ended 31 December 2020 is noted in the Directors' Report under the heading "Directors' Meetings" in the Annual Report.
8.2 Remuneration policies
The details of the Directors' and Officers' remuneration policies are provided in the Directors' Report under the heading "Remuneration Report" in the Annual Report. The Remuneration Committee reviews and reassesses the policy at least annually and obtains the approval of the Board.
The Remuneration Committee is responsible for developing measurable objectives and evaluating progress against these objectives.
8.3 Securities trading
The Company's Securities Trading Policy can be found here.
This policy is driven by the Corporations Act requirements and applies to all Directors, officers and Group employees. The policy summarises the law relating to insider trading and sets out the trading prohibitions which apply to persons affected by the policy.
For further information, contact:
Stuart Gale
Interim CEO
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 2020
Our corporate governance statement ([1]) for the period above can be found at: ([2])
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 16 March 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located. ([3])
Date: 16 March 2021 Name of authorised Amber Stanton officer authorising General Counsel and Company Secretary lodgement:
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council Where a box below Where a box below
recommendation is ticked, ([4]) we is ticked, we have
have followed the recommendation NOT followed the recommendation
in full for the whole in full for the whole
of the period above. of the period above.
We have disclosed this Our reasons for not
in our Corporate Governance doing so are: ([5])
Statement:
Principle 1 - Lay solid foundations for management and oversight
1.1 A listed entity should set out in our Corporate
have and disclose a and we have disclosed Governance Statement
board charter setting a copy of our board OR
out: charter at: we are an externally
(a) the respective https://www.rml.com.au/corporate-go managed entity and
roles and responsibilities vernance/ this recommendation
of its board and management; is therefore not applicable
and
(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 Governance Statement
checks before appointing OR
a director or senior we are an externally
executive or putting managed entity and
someone forward for this recommendation
election as a director; is therefore not applicable
and
(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 set out in our Corporate
have a written agreement Governance Statement
with each director OR
and senior executive we are an externally
setting out the terms managed entity and
of their appointment this recommendation
. is therefore not applicable
------------------------------------- ------------------------------------ -----------------------------------
1.4 The company secretary set out in our Corporate
of a listed entity Governance Statement
should be accountable OR
directly to the board, we are an externally
through the chair, managed entity and
on all matters to do this recommendation
with the proper functioning is therefore not applicable
of the board.
------------------------------------- ------------------------------------ -----------------------------------
1.5 A listed entity should: set out in our Corporate
(a) have and disclose and we have disclosed Governance Statement
a diversity policy; a copy of our diversity OR
(b) through its board policy at: we are an externally
or a committee of the https://www.rml.com.au/corporate-go managed entity and
board set measurable vernance/ this recommendation
objectives for achieving and we have disclosed is therefore not applicable
gender diversity in the information referred
the composition of to in paragraph (c):
its board, senior in our Corporate Governance
executives Statement
and workforce generally; and if we were included
and in the S&P / ASX 300
(c) disclose in relation Index at the commencement
to each reporting of the reporting period
period: our measurable objective
(1) the measurable for achieving gender
objectives set for diversity in the composition
that period to achieve of its board of not
gender diversity; less than 30% of its
(2) the entity's directors of each gender
progress within a specified
towards achieving those period.
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 and we have disclosed Governance Statement
a process for periodically the evaluation process OR
evaluating the performance referred to in paragraph we are an externally
of the board, its committees (a) at: managed entity and
and individual directors; https://www.rml.com.au/corporate-go this recommendation
and vernance/ is therefore not applicable
(b) disclose for each and whether a performance
reporting period whether evaluation was undertaken
a performance evaluation for the reporting period
has been undertaken in accordance with
in accordance with that process:
that process during in our Corporate Governance
or in respect of that Statement
period.
------------------------------------- ------------------------------------ -----------------------------------
1.7 A listed entity should: set out in our Corporate
(a) have and disclose and we have disclosed Governance Statement
a process for evaluating the evaluation process OR
the performance of referred to in paragraph we are an externally
its senior executives (a) at: managed entity and
at least once every https://www.rml.com.au/corporate-go this recommendation
reporting period; and vernance/ is therefore not applicable
(b) disclose for each and whether a performance
reporting period whether evaluation was undertaken
a performance evaluation for the reporting period
has been undertaken in accordance with
in accordance with that process:
that process during in our Corporate Governance
or in respect of that Statement
period.
------------------------------------- ------------------------------------ -----------------------------------
Principle 2 - Structure the board to BE EFFECTIVE AND add value
2.1 The board of a listed set out in our Corporate
entity should: and we have disclosed Governance Statement
(a) have a nomination a copy of the charter OR
committee which: of the committee at: we are an externally
(1) has at least three https://www.rml.com.au/corporate-go managed entity and
members, a majority vernance/ this recommendation
of whom are independent and the information is therefore not applicable
directors; and referred to in paragraphs
(2) is chaired by an (4) and (5) at:
independent director, our Annual Report at
and disclose: https://www.rml.com.au/reports.html
(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 set out in our Corporate
have and disclose a and we have disclosed Governance Statement
board skills matrix our board skills matrix: OR
setting out the mix in our Corporate Governance we are an externally
of skills that the Statement managed entity and
board currently has this recommendation
or is looking to achieve is therefore not applicable
in its membership.
------------------------------------- ------------------------------------ -----------------------------------
2.3 A listed entity should set out in our Corporate
disclose: and we have disclosed Governance Statement
(a) the names of the the names of the directors
directors considered considered by the board
by the board to be to be independent directors:
independent directors; in our Corporate Governance
(b) if a director has Statement
an interest, position, and, where applicable,
affiliation or relationship the information referred
of the type described to in paragraph (b):
in Box 2.3 but the in our Corporate Governance
board is of the opinion Statement
that it does not compromise and the length of service
the independence of of each director:
the director, the nature in our Corporate Governance
of the interest, position Statement
or relationship in
question and an explanation
of why the board is
of that opinion; and
(c) the length of service
of each director.
------------------------------------- ------------------------------------ -----------------------------------
2.4 A majority of the board set out in our Corporate
of a listed entity Governance Statement
should be independent OR
directors . we are an externally
managed entity and
this recommendation
is therefore not applicable
------------------------------------- ------------------------------------ -----------------------------------
2.5 The chair of the board set out in our Corporate
of a listed entity Governance Statement
should be an independent OR
director and, in particular, we are an externally
should not be the same managed entity and
person as the CEO of this recommendation
the entity . is therefore not applicable
------------------------------------- ------------------------------------ -----------------------------------
2.6 A listed entity should set out in our Corporate
have a program for Governance Statement
inducting new directors OR
and for periodically we are an externally
reviewing whether there managed entity and
is a need for existing this recommendation
directors to undertake is therefore not applicable
professional 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 set out in our Corporate
articulate and disclose and we have disclosed Governance Statement
its values. our values at:
https://www.rml.com.au/our-vision-v
alues/
------------------------------------- ------------------------------------ -----------------------------------
3.2 A listed entity should: set out in our Corporate
(a) have and disclose and we have disclosed Governance Statement
a code of conduct for our code of conduct
its directors, senior at:
executives and employees; https://www.rml.com.au/corporate-go
and vernance/
(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 and we have disclosed Governance Statement
a whistleblower policy; our whistleblower policy
and at :
(b) ensure that the https://www.rml.com.au/corporate-go
board or a committee vernance/
of the board is informed
of any material incidents
reported under that
policy.
------------------------------------- ------------------------------------ -----------------------------------
3.4 A listed entity should: set out in our Corporate
(a) have and disclose and we have disclosed Governance Statement
an anti-bribery and our anti-bribery and
corruption policy; corruption policy at
and :
(b) ensure that the https://www.rml.com.au/corporate-go
board or committee vernance/
of the board is informed
of any material breaches
of that policy.
------------------------------------- ------------------------------------ -----------------------------------
Principle 4 - safeguard the integrity of corporate reports
4.1 The board of a listed set out in our Corporate
entity should: and we have disclosed Governance Statement
(a) have an audit committee a copy of the charter
which: of the committee at:
(1) has at least three https://www.rml.com.au/corporate-go
members, all of whom vernance/
are non-executive directors and the information
and a majority of whom referred to in paragraphs
are independent directors; (4) and (5) at:
and our Annual Report at
(2) is chaired by an https://www.rml.com.au/reports.html
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 set out in our Corporate
entity should, before Governance Statement
it approves the entity's
financial statements
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 set out in our Corporate
disclose its process Governance Statement
to verify the integrity
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 set out in our Corporate
have and disclose a and we have disclosed Governance Statement
written policy for our continuous disclosure
complying with its compliance policy at:
continuous disclosure https://www.rml.com.au/corporate-go
obligations under listing vernance/
rule 3.1.
------------------------------------- ------------------------------------ -----------------------------------
5.2 A listed entity should set out in our Corporate
ensure that its board Governance Statement
receives copies of
all material market
announcements promptly
after they have been
made.
------------------------------------- ------------------------------------ -----------------------------------
5.3 A listed entity that set out in our Corporate
gives a new and substantive Governance Statement
investor or analyst
presentation should
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 set out in our Corporate
provide information and we have disclosed Governance Statement
about itself and its information about us
governance to investors and our governance
via its website . on our website at:
https://www.rml.com.au/corporate-go
vernance/
------------------------------------- ------------------------------------ -----------------------------------
6.2 A listed entity should set out in our Corporate
have an investor relations Governance Statement
program that facilitates
effective two-way communication
with investors .
------------------------------------- ------------------------------------ -----------------------------------
6.3 A listed entity should set out in our Corporate
disclose how it facilitates and we have disclosed Governance Statement
and encourages participation how we facilitate and
at meetings of security encourage participation
holders. at meetings of security
holders at:
https://www.rml.com.au/corporate-go
vernance/
------------------------------------- ------------------------------------ -----------------------------------
6.4 A listed entity should set out in our Corporate
ensure that all substantive Governance Statement
resolutions at a meeting
of security holders
are decided by a poll
rather than by a show
of hands.
------------------------------------- ------------------------------------ -----------------------------------
6.5 A listed entity should set out in our Corporate
give security holders Governance Statement
the option to receive
communications from,
and send communications
to, the entity and
its security registry
electronically.
------------------------------------- ------------------------------------ -----------------------------------
Principle 7 - RECOGNISE AND MANAGE RISK
7.1 The board of a listed set out in our Corporate
entity should: and we have disclosed Governance Statement
(a) have a committee a copy of the charter
or committees to oversee of the committee at:
risk, each of which: https://www.rml.com.au/corporate-go
(1) has at least three vernance/
members, a majority and the information
of whom are independent referred to in paragraphs
directors; and (4) and (5) at:
(2) is chaired by an our Annual Report at
independent director, https://www.rml.com.au/reports.html
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 set out in our Corporate
of the board should: and we have disclosed Governance Statement
(a) review the entity's whether a review of
risk management framework the entity's risk management
at least annually to framework was undertaken
satisfy itself that during the reporting
it continues to be period:
sound and that the in our Corporate Governance
entity is operating Statement
with due regard to
the risk appetite set
by the board; and
(b) disclose, in relation
to each reporting period,
whether such a review
has taken place.
------------------------------------- ------------------------------------ -----------------------------------
7.3 A listed entity should set out in our Corporate
disclose: and we have disclosed Governance Statement
(a) if it has an internal how our internal audit
audit function, how function is structured
the function is structured and what role it performs:
and what role it performs; in our Corporate Governance
or Statement
(b) if it does not
have an 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 set out in our Corporate
disclose whether it and we have disclosed Governance Statement
has any material exposure whether we have any
to environmental or material exposure to
social risks and, if environmental and social
it does, how it manages risks at:
or intends to manage our Annual Report at
those risks. https://www.rml.com.au/reports.html
and, if we do, how
we manage or intend
to manage those risks
at:
our Annual Report at
https://www.rml.com.au/reports.html
------------------------------------- ------------------------------------ -----------------------------------
Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed set out in our Corporate
entity should: and we have disclosed Governance Statement
(a) have a remuneration a copy of the charter OR
committee which: of the committee at: we are an externally
(1) has at least three https://www.rml.com.au/corporate-go managed entity and
members, a majority vernance/ this recommendation
of whom are independent and the information is therefore not applicable
directors; and referred to in paragraphs
(2) is chaired by an (4) and (5) at:
independent director, our Annual Report at
and disclose: https://www.rml.com.au/reports.html
(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 set out in our Corporate
separately disclose and we have disclosed Governance Statement
its policies and practices separately our remuneration OR
regarding the remuneration policies and practices we are an externally
of non-executive directors regarding the remuneration managed entity and
and the remuneration of non-executive directors this recommendation
of executive directors and the remuneration is therefore not applicable
and other senior executives. of executive directors
and other senior executives
at:
our Annual Report at
https://www.rml.com.au/reports.html
------------------------------------- ------------------------------------ -----------------------------------
8.3 A listed entity which set out in our Corporate
has an equity-based and we have disclosed Governance Statement
remuneration scheme our policy on this OR
should: issue or a summary we do not have an
(a) have a policy on of it at: equity-based remuneration
whether participants https://www.rml.com.au/corporate-go scheme and this recommendation
are permitted to enter vernance/ is therefore not applicable
into transactions (whether OR
through the use of we are an externally
derivatives or otherwise) managed entity and
which limit the economic this recommendation
risk of participating is therefore not applicable
in the scheme; and
(b) disclose that policy
or a summary of it
.
------------------------------------- ------------------------------------ -----------------------------------
About Resolute
Resolute is a successful African-focused gold miner with more than 30 years of experience as an explorer, developer and operator of ten gold mines which have produced more than 9 million ounces of gold and counting.
Resolute currently owns two producing gold mines: the Syama Gold Mine in Mali (Syama) and the Mako Gold Mine in Senegal (Mako). Our Global Mineral Resource base comprises over 11 million ounces of gold.
Syama is a robust, long-life asset which is expected to produce 235-255,000oz of gold in 2021 from existing processing and mining infrastructure. Mako is a high quality, open pit gold mine which Resolute has owned and operated since August 2019.
The Company is also active in exploration with drilling campaigns underway across its African tenements with a focus on Mali, Senegal, Côte d'Ivoire and Guinea. The Company is the owner of the Bibiani Gold Mine in Ghana.
Contact Information
Resolute Berenberg (UK Corporate Broker)
Stuart Gale, Interim CEO Matthew Armitt / Jennifer Wyllie / Detlir
Telephone: +61 8 9261 6100 Elezi
Email: contact@rml.com.au Telephone: +44 20 3207 7800
Web: www.rml.com.au Tavistock (UK Public Relations)
Jos Simson / Emily Moss / Annabel de Morgan
/ Oliver Lamb
Telephone: +44 207 920 3150 / +44 778 855
4035
Email: resolute@tavistock.co.uk
Competent Persons Statement
For the purposes of ASX Listing Rule 5.23, Resolute confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements relating to exploration results or estimates of Mineral Resources or Ore Reserves referred to in this announcement and, in the case of Mineral Resources and Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Resolute confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (MAR). Upon the publication of this announcement via a Regulatory Information Service (RIS), this inside information is now considered to be in the public domain.
Authorised by Mr Stuart Gale, Interim CEO
Board of Directors Contact
Mr Martin Botha, Non-Executive Ms Sabina Shugg, Stuart Gale,
Chairman Non-Executive Director Interim CEO
T: +618 9261
6100
E: contact@rml.com.au
-----------------------
Ms Yasmin Broughton, Mr Peter Sullivan,
Non-Executive Director Non-Executive Director
-----------------------
Mr Mark Potts, Non-Executive
Director
------------------------------- ------------------------ -----------------------
[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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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