REG - Resolute Mining Ltd - Corporate Governance Statement
27/03/2024 12:15
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RNS Number : 5426I Resolute Mining Limited 27 March 2024
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/asx-corporate-governance-council
(https://www2.asx.com.au/about/regulation/asx-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
for the financial year ended 31 December 2023 (Reporting Period).
A description of the Company's main corporate governance practices, and the
extent to which the Company has followed the Recommendations in the Fourth
Edition during the Reporting Period, 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 Corporate
Governance Council.
This Corporate Governance Statement has been approved by the Board and is
accurate and up to date as at 27 March 2024 unless a later date is specified
in the document).
This Corporate Governance Statement makes various references to information
contained in the Company's Annual Report for the year ended 31 December 2023
(Annual Report).
A full copy of the Annual Report can be viewed on our website
https://www.rml.com.au/investors/reports/
(https://www.rml.com.au/investors/reports/) .
1. Lay solid foundations for management and oversight
1.1 The Board of Directors and Management
The Company 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 (https://www.rml.com.au/corporate-governance/) .
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
· 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. The Company provides
security holders with all material information in its possession relevant to a
decision whether or not to elect or re-elect a director, by including that
information in the relevant notice of meeting materials.
Details of the members of the Board and senior executives including their
experience, expertise and qualifications are set out in the Directors' Report
and under the heading "Board of Directors and Leadership Team" 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 gender diversity targets within the Group
as to Board composition, executive composition and employee composition by
gender (Measurable Gender Diversity Targets). These Measurable Gender
Diversity Targets have been set by the Board, and having a target timeframe of
2025, guide Resolute's efforts towards establishing a diverse and inclusive
workplace.
As at 31 December 2023, the respective proportions of men and women on the
Board, in senior executive positions and across the whole workforce, was as
follows:
(a) on the Board: 86% men and 14% women;
(b) in senior executive positions (defined as key management personnel and
executives of the Company): 100% men; and
(c) across the whole workforce generally: 94% men and 6% women.
The Company's Diversity, Equity and Inclusion Policy applies to all directors,
consultants and employees of the Group. Details of the policy are set out on
the Company's website here (https://www.rml.com.au/corporate-governance/) .
The goal of the Diversity, Equity 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 additional measurable objectives
towards establishing this goal. Details of these objectives and the progress
towards achieving them are provided in the table below.
Objective for year ended Time
31 December 2023 period Activity during year ended 31 December 2023
Strengthen the Company's 2022-2023 • Ongoing Human Rights training in French and English for our
workforce
Policy Framework with
• Diversity, Equity and Inclusion training program in English and in
Regards to governance French, to be rolled out in 2023
• Sexual Harassment Policy implemented and training program developed
and rolled out in 2023
Elimination of the gender pay • Gender pay gap analysis conducted twice a year - no material gap
identified in 2023 salary review process
gap across all entities 2020-2023
Objective for year ended Time
31 December 2023 period Activity during year ended 31 December 2023
Increase the participation 2020-2023 • Considered recruitment
of women in the work force at the Senior Manager and Other
• Workforce planning, succession planning and talent management
Manager levels (as defined by initiatives
WGEA categories)*
Work towards increasing the 2020-2023 • Measuring progress against nationalisation metrics (95% in 2022, a
1% increase compared to 2022)
ratio (at all job levels) of
• Key management roles at Syama have been nationalised, 51% of
Nationals to Expats in each management and senior management roles at Syama and Mako are held by Nationals
country of operation* • Recruitment policy reserves entry-level and semi-skilled roles for
members of the local/host communities
Increase the overall proportion 2020-2023 • Measuring progress against Board approved gender diversity targets
of women in the workforce* • Diversity considerations form part of selection criteria in all
recruitment processes
• Flexible and remote work arrangements considered
• Generous Paid Parental Leave Policy rolled out across the group in
2021, with increase in uptake in 2022 (194 employees in 2022 compared to 43 in
2022)
• Private health insurance support in place for all direct employees
• Promotion of two female professionals to
GM level positions and as part of the Resolute Leadership Team
• Ensure minimum 50-50 gender split in all Company sponsored external
training programs - traineeships, apprenticeships etc
*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 (https://www.rml.com.au/corporate-governance/) .
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 2023 in accordance with the approved process.
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 CEO and senior executives took place for the
year ended
31 December 2023 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
(https://www.rml.com.au/corporate-governance/) ).
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 2023, the Nomination Committee comprised of Mr M. Botha
(Chair), Ms S. Shugg, Mr S. Jackson, Mr A. Reynolds, Mr M. Potts (resigned 20
March 2024) and Mr K. Marshall, 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 2023 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 2023 and as at the date of this statement, the Board is comprised of six Non-Executive Directors (including the Chairman) and one Executive Director (being the Managing Director and CEO).
The table below sets out the detail of the tenure of each Director (current
and during the Reporting Period).
Director Role of Director First Appointed* Qualification
Martin Botha Non-Executive Director and Chairman February 2014 BScEng
(appointed Chairman from 29 June 2017)
Adrian Reynolds Non-Executive Director May 2021 MSc, GradDipMinEng
Simon Jackson Non-Executive Director October 2021 B.Com FCA
Sabina Shugg Non-Executive Director September 2018 BSc (Mining Engineering),
MBA, GAICD
Keith Marshall Non-Executive Director June 2023 BSc (Engineering)
Adrienne Parker Non-Executive Director 20 March 2024 LLB
Mark Potts** Non-Executive Director June 2017 BSc (Hons), GAICD
Terry Holohan Managing Director and CEO May 2022 BSc CEng MIMMM
*Resolute was incorporated on 8 June 2001.
** Resigned 20 March 2024
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 will have been in office for
more than three years by the next annual general meeting, must retire from
office at the current 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.
The table below summarises the areas of competence, skills and experience of
the six Directors in office as at 31 December 2023.
Skill/competency and Board composition
Leadership and Culture Governance and Compliance
Senior executive role Experience in
or substantial Board recognising and
experience in a managing risks which
company with have the potential to
proven track record materially impact the
of leadership skills. achievement of
business objectives.
Record of senior Experience with
leadership in a public regulatory and legal
listed company. compliance and
litigation/disputes.
Skill/competency and Board composition
Industry People and Capability
Ability to leverage Board or senior
digital technology to executive or
support growth and equivalent
drive competitive experience in people
advantage. management and
succession planning,
and performance and
organisational
culture.
Senior executive experience in a large mining organisation combined with an Board or senior
understanding of the Group's corporate purpose to create long-term shareholder
value through the discovery, acquisition, development and marketing of natural executive or
resources.
equivalent
experience in
remuneration policy
and application
including linking
remuneration to
strategy.
Senior executive experience in the gold industry, including in-depth knowledge Board or senior executive or equivalent experience in industrial relations.
of the Group's strategy, markets, competitors, operational issues, technology
and regulatory concerns.
Skill/competency and Board composition
Commercial Capability Sustainability and Stakeholder Management
Successful record Demonstrable
of development and
understanding of
oversight of business
health and safety
strategy and
management,
competitive
performance and
business analysis.
governance.
Exhibits a high level of Demonstrable
financial acumen and understanding of key
has senior executive environmental impacts, including fluency in how climate change risks and
opportunities affect the business and experience in management, performance
or equivalent and governance of these
experience in impacts.
financial accounting and reporting and internal financial controls, including
the ability to probe the adequacies of financial and risk controls.
Senior executive or Demonstrated
equivalent experience commitment to the
or background in highest standards of
capital intensive and corporate governance including board or senior executive or equivalent
experience or background which demonstrates a commitment to a high level of
long-term projects corporate governance.
and investments.
Relevant experience Track record of
in merger and overseeing successful
acquisition engagement with a
transactions raising range of key
complex financial, stakeholders at
regulatory and national, regional and
operational issues. local levels, including
government,
community and non
government
organisations.
Skill/competency and Board composition
Sustainability and Stakeholder Management
Experience in government affairs and public and regulatory policy.
External Market
Senior executive experience in the gold industry, including in-depth knowledge
of the Group's strategy, markets, competitors, operational issues, technology
and
regulatory concerns.
High Competence Awareness
Diversity of the Board as at 31 December 2023
Gender
6 males and 1 female
Tenure 0 - 2 years
2 - 4 years 1 directors
4 - 10 years 3 directors
10+ years 3 directors
0 directors
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. No director deemed independent has any interest,
position, affiliation or relationship of the type described in Box 2.3 of the
Fourth Edition.
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 2023, the Board considered that six of the seven directors
were independent, namely, Mr. M. Botha (Chairman), Ms. S. Shugg, Mr. A.
Reynolds, Mr. S. Jackson, Mr. M. Potts and Mr. K. Marshall. As at 31 December
2023, the Board did not consider Mr. T. Holohan to be independent.
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 2023 and the date of this statement, the majority of the
Board (six of the seven Directors) were independent.
2.5 Roles of the Chairman and CEO
The roles of the Chairman (Mr. M. Botha) and the CEO (Mr T. Holohan) 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
(https://www.rml.com.au/corporate-governance/) .
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
The Company has 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:
· Respect: We respect each other and the countries and communities in
which we operate.
· Accountability: We own our actions and deliver on our commitments.
· Integrity: We are ethical, open and honest.
· Sustainability: We prioritise health, safety and environment,
operating responsibly to manage risk
and opportunity.
· Empowerment: We set ambitious goals, foster high performance and
support our people to generate
new ideas.
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
(https://www.rml.com.au/corporate-governance/) .
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.
All material incidents reported under the Policy are required to be reported
to the Audit and Risk Committee.
A copy of the Company's Whistleblower Policy can be found here
(https://www.rml.com.au/corporate-governance/) .
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 2023 or as at
the date of this statement.
A copy of the Company's Anti-Bribery and Corruption Policy can be found here
(https://www.rml.com.au/corporate-governance/) .
3.3 Sustainability Committee
As at the date of this statement, the Company has a Sustainability Committee.
The Sustainability Committee is comprised of Mr. T. Holohan (CEO & Chair),
Ms. S. Shugg (Non-Executive Director), Mr. A. Reynolds (Non-Executive
Director), Mr. K. Marshall and relevant senior executives, namely the
Company's Chief Operating Officer.
The Sustainability Committee is chaired by Mr. T. Holohan.
The Sustainability Committee operates under a charter approved by the Board
which can be found here (https://www.rml.com.au/corporate-governance/) .
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
• 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 2023, the Audit
and Risk Committee comprised of Mr S. Jackson (Chair), Mr M. Botha, Mr A.
Reynolds, Ms S. Shugg, Mr M. Potts (resigned 20 March 2024) and Mr K.
Marshall, all of whom are Non-Executive Directors. As at the date of this
statement, the composition remains unchanged, other than for the resignation
of Mr Potts and the appointment of Ms A. Parker (effective 20 March 2024).
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 Mr S. Jackson, 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 2023 is noted in the Directors' Report under the heading
"Directors' Meetings" in the Annual Report.
Details of the members of the Audit and Risk Committee including their
experience, expertise and qualifications are set out in the Directors' Report
under the heading "Directors" and under the heading "Board of Directors and
Leadership Team" in the Annual Report.
The Audit and Risk Committee operates under a charter approved by the Board
which can be found here (https://www.rml.com.au/corporate-governance/) .
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
• reviewing half-year and annual financial statements before
submission to the Board.
4.2 Corporate reporting certifications
The Company's Chief Executive Officer (Mr T. Holohan) and Chief Financial
Officer (Mr C. Eger) have provided the Board with the appropriate assurances
in relation to full year statutory financial reports during the year ended 31
December 2023.
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 2023.
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
(https://www.rml.com.au/corporate-governance/) . 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
• 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, the Principal Legal Counsel, the
Corporate Development and Investor Relations Manager and the Joint Company
Secretaries as the responsible people to administer 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
coordinated 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 (http://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
(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
(https://www.rml.com.au/corporate-governance/) . The Company's website
(www.rml.com.au (http://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 reports, quarterly reports and ASX announcements
which are made to the ASX and posted on the entity's website
· 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/
(https://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
(https://www.rml.com.au/corporate-governance/) .
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 by the Board during the year ended 31
December 2023.
7.3 Internal audit function
The Company had a dedicated internal audit function during the reporting
period ended 31 December 2023.
Deloitte has been engaged from 2023 to perform the internal audit function.
The Company Secretary is responsible for internal audit, reporting directly to
the Audit and Risk Committee. The Joint Company Secretaries are responsible
for internal audit, reporting directly to the Audit and Risk Committee. The
internal audit function conducts internal audit reviews to evaluate and where
appropriate, identify areas where management should improve the effectiveness
of the Company's risk management, control, compliance and governance
processes. When conducting these reviews, the internal audit function is
supported by a combination of internal and external resources. In 2023,
Deloitte was engaged to perform the internal audit function and to assess the
processes and controls in place in order to give management a view of
effectiveness of our control environment.
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".
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
(https://www.rml.com.au/corporate-governance/) ).
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 2023, the Remuneration Committee comprised of Mr M. Potts
(Chair) (resigned 20 March 2024), Mr M. Botha, Ms S. Shugg, Mr A. Reynolds, Mr
S. Jackson and Mr K. Marshall all of whom are Non-Executive Directors. As at
the date of this statement, the composition remains unchanged, other than for
the resignation of Mr Potts, the appointment of Mr K. Marshall as Chair, and
the appointment of Ms A. Parker (each effective 20 March 2024). As at 31
December 2023 and 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 2023 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
(https://www.rml.com.au/corporate-governance/) .
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.
The Securities Trading Policy prohibits persons discharging managerial
responsibilities at all times from dealing in financial products issued or
created over or in respect of the Company's securities, including hedge
arrangements. Under the Securities Trading Policy, all trading by Personnel
requires prior clearance from the Company.
***
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