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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Scotgold Resources Limited | LSE:SGZ | London | Ordinary Share | AU000XINEAK5 | 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% | 13.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSGZ
RNS Number : 1203E
Scotgold Resources Ltd
02 November 2015
Rules 4.7.3 and 4.10.3(1)
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity: --------------------------- SCOTGOLD RESOURCES LIMITED --------------------------- ABN / ARBN: Financial year ended: --------------- ---------------------- 42 127 042 773 June 30 2015 --------------- ----------------------
Our corporate governance statement(2) for the above period above can be found at:(3)
These pages of our annual report: This URL on our http://www.scotgoldresources.com.au/corporate/corporate-governance/ website:
The Corporate Governance Statement is accurate and up to date as at September 18 2015 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 30 September 2015 Name of Director or Peter J Newcomb Secretary authorising lodgement: (1) Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3. (2) "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period. (3) Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes " OR " at the end of the selection and you delete the other options, you can also, if you wish, delete the " OR " at the end of the selection.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council We have followed the We have NOT followed the recommendation recommendation recommendation in full in full for the whole of for the whole of the period the period above. We have above. We have disclosed disclosed ... ...(4) ------------------------------------------- ----------------------------------- ------------------------------------ Principle 1 - Lay solid foundations for management and oversight ---------------------------------------------------------------------------------------------------------------------- 1.1 A listed entity should ... the fact that we follow an explanation why that disclose: this recommendation: is so in our Corporate (a) the respective roles in our Corporate Governance Governance Statement OR and responsibilities of Statement OR we are an externally managed its board and management; at [insert location] entity and this recommendation and ... and information about is therefore not applicable (b) those matters expressly the respective roles and reserved to the board responsibilities of our and those delegated to board and management (including management. those matters expressly reserved to the board and those delegated to management): at http://www.scotgoldresources.com.a u/corporate/corporate-governance/ ---- ------------------------------------- ----------------------------------- ------------------------------------ 1.2 A listed entity should: ... the fact that we follow an explanation why that (a) undertake appropriate this recommendation: is so in our Corporate checks before appointing in our Corporate Governance Governance Statement OR a person, or putting forward Statement OR we are an externally managed to security holders a at [insert location] entity and this recommendation candidate for election, is therefore not applicable as a director; 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 ... the fact that we follow an explanation why that have a written agreement this recommendation: is so in our Corporate with each director and in our Corporate Governance Governance Statement OR senior executive setting Statement OR we are an externally managed out the terms of their at [insert location] entity and this recommendation appointment. is therefore not applicable ---- ------------------------------------- ----------------------------------- ------------------------------------ 1.4 The company secretary ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be accountable directly in our Corporate Governance Governance Statement OR to the board, through Statement OR we are an externally managed the chair, on all matters at [insert location] entity and this recommendation to do with the proper is therefore not applicable functioning of the board. ---- ------------------------------------- ----------------------------------- ------------------------------------ 1.5 A listed entity should: ... the fact that we have an explanation why that (a) have a diversity policy a diversity policy that is so in our Corporate which includes requirements complies with paragraph Governance Statement OR for the board or a relevant (a): we are an externally managed committee of the board in our Corporate Governance entity and this recommendation to set measurable objectives Statement OR is therefore not applicable for achieving gender at [insert location] diversity ... and a copy of our diversity and to assess annually policy or a summary of both the objectives and it: the entity's progress at in achieving them; http://www.scotgoldresources.com.a (b) disclose that policy u/corporate/corporate-governance/ or a summary of it; and ... and the measurable (c) disclose as at the objectives for achieving end of each reporting gender diversity set by period the measurable the board or a relevant objectives for achieving committee of the board gender diversity set by in accordance with our the board or a relevant diversity policy and our committee of the board progress towards achieving
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in accordance with the them: entity's diversity policy in our Corporate Governance and its progress towards Statement OR achieving them and either: at [insert location] (1) the respective ... and the information proportions referred to in paragraphs of men and women on the (c)(1) or (2): board, in senior executive in our Corporate Governance positions and across the Statement OR whole organisation (including at [insert location] how the entity has defined "senior executive" for these purposes); or (2) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. ---- ------------------------------------- ----------------------------------- ------------------------------------ 1.6 A listed entity should: ... the evaluation process an explanation why that (a) have and disclose referred to in paragraph is so in our Corporate a process for periodically (a): Governance Statement OR evaluating the performance in our Corporate Governance we are an externally managed of the board, its committees Statement OR entity and this recommendation and individual directors; at [insert location] is therefore not applicable and ... and the information (b) disclose, in relation referred to in paragraph to each reporting period, (b): whether a performance in our Corporate Governance evaluation was undertaken Statement OR in the reporting period at [insert location] in accordance with that process. ---- ------------------------------------- ----------------------------------- ------------------------------------ 1.7 A listed entity should: ... the evaluation process an explanation why that (a) have and disclose referred to in paragraph is so in our Corporate a process for periodically (a): Governance Statement OR evaluating the performance in our Corporate Governance we are an externally managed of its senior executives; Statement OR entity and this recommendation and at [insert location] is therefore not applicable (b) disclose, in relation ... and the information to each reporting period, referred to in paragraph whether a performance (b): evaluation was undertaken in our Corporate Governance in the reporting period Statement OR in accordance with that at [insert location] process. ---- ------------------------------------- ----------------------------------- ------------------------------------ Principle 2 - Structure the board to add value ---------------------------------------------------------------------------------------------------------------------- 2.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a nomination ... the fact that we have Governance Statement OR committee which: a nomination committee we are an externally managed (1) has at least three that complies with paragraphs entity and this recommendation members, a majority of (1) and (2): is therefore not applicable whom are independent in our Corporate Governance directors; and Statement OR (2) is chaired by an at [insert location] independent director, ... and a copy of the charter and disclose: of the committee: (3) the charter of the at committee; http://www.scotgoldresources.com.a (4) the members of the u/corporate/corporate-governance/ committee; and ... and the information (5) as at the end of referred to in paragraphs each reporting period, (4) and (5): the number of times the in our Corporate Governance committee met throughout Statement OR the period and the at [insert location] individual [If the entity complies attendances of the members with paragraph (b):] at those meetings; or ... the fact that we do (b) if it does not have not have a nomination committee a nomination committee, and the processes we employ disclose that fact and to address board succession the processes it employs issues and to ensure that to address board succession the board has the appropriate issues and to ensure balance of skills, knowledge, that the board has the experience, independence appropriate balance of and diversity to enable skills, knowledge, it to discharge its duties experience, and responsibilities effectively: independence and diversity in our Corporate Governance to enable it to discharge Statement OR its duties and at [insert location] responsibilities effectively. ------ ----------------------------------- ----------------------------------- ------------------------------------ 2.2 A listed entity should ... our board skills matrix: an explanation why that have and disclose a board in our Corporate Governance is so in our Corporate skills matrix setting Statement OR Governance Statement OR out the mix of skills at [insert location] we are an externally managed and diversity that the entity and this recommendation board currently has or is therefore not applicable is looking to achieve in its membership. ------ ----------------------------------- ----------------------------------- ------------------------------------ 2.3 A listed entity should ... the names of the directors an explanation why that disclose: considered by the board is so in our Corporate (a) the names of the to be independent directors: Governance Statement directors considered in our Corporate Governance by the board to be independent Statement OR directors; at [insert location] (b) if a director has ... and, where applicable, an interest, position, the information referred association or relationship to in paragraph (b): of the type described in our Corporate Governance in Box 2.3 but the board Statement OR is of the opinion that at [insert location] it does not compromise ... and the length of service the independence of the of each director: director, the nature in our Corporate Governance of the interest, position, Statement OR association or relationship at [insert location] 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 ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be independent directors. in our Corporate Governance Governance Statement OR Statement OR we are an externally managed at [insert location] entity and this recommendation is therefore not applicable ------ ----------------------------------- ----------------------------------- ------------------------------------
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2.5 The chair of the board ... the fact that we follow an explanation why that of a listed entity should this recommendation: is so in our Corporate be an independent director in our Corporate Governance Governance Statement OR and, in particular, should Statement OR we are an externally managed not be the same person at [insert location] entity and this recommendation as the CEO of the entity. is therefore not applicable ------ ----------------------------------- ----------------------------------- ------------------------------------ 2.6 A listed entity should ... the fact that we follow an explanation why that have a program for inducting this recommendation: is so in our Corporate new directors and provide in our Corporate Governance Governance Statement OR appropriate professional Statement OR we are an externally managed development opportunities at [insert location] entity and this recommendation for directors to develop is therefore not applicable and maintain the skills and knowledge needed to perform their role as directors effectively. ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 3 - ACT ethicalLY and responsiblY ---------------------------------------------------------------------------------------------------------------------- 3.1 A listed entity should: ... our code of conduct an explanation why that (a) have a code of conduct or a summary of it: is so in our Corporate for its directors, senior in our Corporate Governance Governance Statement executives and employees; Statement OR and at [insert location] (b) disclose that code or a summary of it. ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 4 - Safeguard integrity in CORPORATE reporting ---------------------------------------------------------------------------------------------------------------------- 4.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have an audit committee ... the fact that we have Governance Statement which: an audit committee that (1) has at least three complies with paragraphs members, all of whom (1) and (2): are non-executive directors in our Corporate Governance and a majority of whom Statement OR are independent directors; at [insert location] and ... and a copy of the charter (2) is chaired by an of the committee: independent director, at [insert location] who is not the chair ... and the information of the board, referred to in paragraphs and disclose: (4) and (5): (3) the charter of the in our Corporate Governance committee; Statement OR (4) the relevant at qualifications http://www.scotgoldresources.com.a and experience of the u/corporate/corporate-governance/ members of the committee; [If the entity complies and with paragraph (b):] (5) in relation to each ... the fact that we do reporting period, the not have an audit committee number of times the and the processes we employ committee that independently verify met throughout the period and safeguard the integrity and the individual of our corporate reporting, attendances including the processes of the members at those for the appointment and meetings; or removal of the external (b) if it does not have auditor and the rotation an audit committee, disclose of the audit engagement that fact and the processes partner: it employs that in our Corporate Governance independently Statement OR verify and safeguard at [insert location] 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 ... the fact that we follow an explanation why that entity should, before this recommendation: is so in our Corporate it approves the entity's in our Corporate Governance Governance Statement financial statements Statement OR for a financial period, at [insert location] receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. ------ ----------------------------------- ----------------------------------- ------------------------------------ 4.3 A listed entity that ... the fact that we follow an explanation why that has an AGM should ensure this recommendation: is so in our Corporate that its external auditor in our Corporate Governance Governance Statement OR attends its AGM and is Statement OR we are an externally managed available to answer questions at [insert location] entity that does not hold from security holders an annual general meeting relevant to the audit. and this recommendation is therefore not applicable ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 5 - Make timely and balanced disclosure ---------------------------------------------------------------------------------------------------------------------- 5.1 A listed entity should: ... our continuous disclosure an explanation why that (a) have a written policy compliance policy or a is so in our Corporate for complying with its summary of it: Governance Statement continuous disclosure in our Corporate Governance obligations under the Statement OR Listing Rules; and at [insert location] (b) disclose that policy or a summary of it. ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 6 - Respect the rights of sECURITY holders ---------------------------------------------------------------------------------------------------------------------- 6.1 A listed entity should ... information about us an explanation why that provide information about and our governance on our is so in our Corporate itself and its governance website: Governance Statement to investors via its at website. http://www.scotgoldresources.com.a u/corporate/corporate-governance/ ------ ----------------------------------- ----------------------------------- ------------------------------------ 6.2 A listed entity should ... the fact that we follow an explanation why that design and implement this recommendation: is so in our Corporate an investor relations in our Corporate Governance Governance Statement
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program to facilitate Statement OR effective two-way communication at [insert location] with investors. ------ ----------------------------------- ----------------------------------- ------------------------------------ 6.3 A listed entity should ... our policies and processes an explanation why that disclose the policies for facilitating and encouraging is so in our Corporate and processes it has participation at meetings Governance Statement OR in place to facilitate of security holders: we are an externally managed and encourage participation in our Corporate Governance entity that does not hold at meetings of security Statement OR periodic meetings of security holders. at [insert location] holders and this recommendation is therefore not applicable ------ ----------------------------------- ----------------------------------- ------------------------------------ 6.4 A listed entity should ... the fact that we follow an explanation why that give security holders this recommendation: is so in our Corporate the option to receive in our Corporate Governance Governance Statement communications from, Statement OR and send communications at [insert location] to, the entity and its security registry electronically. ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 7 - RECOGNISE AND MANAGE RISK ---------------------------------------------------------------------------------------------------------------------- 7.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a committee ... the fact that we have Governance Statement or committees to oversee a committee or committees risk, each of which: to oversee risk that comply (1) has at least three with paragraphs (1) and members, a majority of (2): whom are independent in our Corporate Governance directors; and Statement OR (2) is chaired by an at [insert location] independent director, ... and a copy of the charter and disclose: of the committee: (3) the charter of the at [insert location] committee; ... and the information (4) the members of the referred to in paragraphs committee; and (4) and (5): (5) as at the end of in our Corporate Governance each reporting period, Statement OR the number of times the at [insert location] committee met throughout [If the entity complies the period and the with paragraph (b):] individual ... the fact that we do attendances of the members not have a risk committee at those meetings; or or committees that satisfy (b) if it does not have (a) and the processes we a risk committee or employ for overseeing our committees risk management framework: that satisfy (a) above, in our Corporate Governance disclose that fact and Statement OR the processes it employs at [insert location] for overseeing the entity's risk management framework. ------ ----------------------------------- ----------------------------------- ------------------------------------ 7.2 The board or a committee ... the fact that board an explanation why that of the board should: or a committee of the board is so in our Corporate (a) review the entity's reviews the entity's risk Governance Statement risk management framework management framework at at least annually to least annually to satisfy satisfy itself that it itself that it continues continues to be sound; to be sound: and in our Corporate Governance (b) disclose, in relation Statement OR to each reporting period, at [insert location] whether such a review ... and that such a review has taken place. has taken place in the reporting period covered by this Appendix 4G: in our Corporate Governance Statement OR at [insert location] ------ ----------------------------------- ----------------------------------- ------------------------------------ 7.3 A listed entity should [If the entity complies an explanation why that disclose: with paragraph (a):] is so in our Corporate (a) if it has an internal ... how our internal audit Governance Statement audit function, how the function is structured function is structured and what role it performs: and what role it performs; in our Corporate Governance or Statement OR (b) if it does not have at [insert location] an internal audit function, [If the entity complies that fact and the processes with paragraph (b):] it employs for evaluating ... the fact that we do and continually improving not have an internal audit the effectiveness of function and the processes its risk management and we employ for evaluating internal control processes. and continually improving the effectiveness of our risk management and internal control processes: in our Corporate Governance Statement OR at [insert location] ------ ----------------------------------- ----------------------------------- ------------------------------------ 7.4 A listed entity should ... whether we have any an explanation why that disclose whether it has material exposure to economic, is so in our Corporate any material exposure environmental and social Governance Statement to economic, environmental sustainability risks and, and social sustainability if we do, how we manage risks and, if it does, or intend to manage those how it manages or intends risks: to manage those risks. in our Corporate Governance Statement OR at [insert location] ------ ----------------------------------- ----------------------------------- ------------------------------------ Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY ---------------------------------------------------------------------------------------------------------------------- 8.1 The board of a listed [If the entity complies an explanation why that entity should: with paragraph (a):] is so in our Corporate (a) have a remuneration ... the fact that we have Governance Statement OR committee which: a remuneration committee we are an externally managed (1) has at least three that complies with paragraphs entity and this recommendation members, a majority of (1) and (2): is therefore not applicable whom are independent in our Corporate Governance directors; and Statement OR (2) is chaired by an at [insert location] independent director, ... and a copy of the charter and disclose: of the committee: (3) the charter of the at committee; http://www.scotgoldresources.com.a (4) the members of the u/corporate/corporate-governance/ committee; and ... and the information
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