REG - Resolute Mining Ltd - Appendix 4G
27/03/2024 12:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240327:nRSa5412Ia&default-theme=true
RNS Number : 5412I Resolute Mining Limited 27 March 2024
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 2023
Our corporate governance statement 1 (#_ftn1) for the period above can be
found at: 2 (#_ftn2)
☐ These pages of our annual report:
☒ This URL on our website: https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/)
The Corporate Governance Statement is accurate and up to date as at 27 March
2024 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can
be located. 3 (#_ftn3)
Date: 27 March 2024
Name of authorised officer authorising lodgement: Tim Whyte and Sam Wright
Joint Company Secretaries
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,(( 4 (#_ftn4) )) we have followed the Where a box below is ticked, we have NOT followed the recommendation in full
recommendation in full for the whole of the period above. We have disclosed for the whole of the period above. Our reasons for not doing so are:(( 5
this in our Corporate Governance Statement: (#_ftn5) ))
Principle 1 - Lay solid foundations for management and oversight
1.1 A listed entity should have and disclose a board charter setting out: ☒ ☐ set out in our Corporate Governance Statement OR
(a) the respective roles and responsibilities of its board and and we have disclosed a copy of our board charter at: ☐ we are an externally managed entity and this recommendation is
management; and
therefore not applicable
https://www.rml.com.au/corporate-governance/
(b) those matters expressly reserved to the board and those delegated (https://www.rml.com.au/corporate-governance/)
to management.
1.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or ☐ we are an externally managed entity and this recommendation is
senior executive or putting someone forward for election as a director; and therefore not applicable
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or re-elect a
director.
1.3 A listed entity should have a written agreement with each director and senior ☒ ☐ set out in our Corporate Governance Statement OR
executive setting out the terms of their appointment.
☐ we are an externally managed entity and this recommendation is
therefore not applicable
1.4 The company secretary of a listed entity should be accountable directly to the ☒ ☐ set out in our Corporate Governance Statement OR
board, through the chair, on all matters to do with the proper functioning of
the board. ☐ we are an externally managed entity and this recommendation is
therefore not applicable
1.5 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a diversity policy; and we have disclosed a copy of our diversity policy at: ☐ we are an externally managed entity and this recommendation is
therefore not applicable
(b) through its board or a committee of the board set measurable Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
objectives for achieving gender diversity in the composition of its board,
senior executives and workforce generally; and
(c) disclose in relation to each reporting period: and we have disclosed the information referred to in paragraph (c) at:
(1) the measurable objectives set for that period to achieve gender Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
diversity;
(2) the entity's progress towards achieving those objectives; and
The Company was not included in the S&P / ASX 300 Index at the
(3) either: commencement of the reporting period.
(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 Governance Statement OR
(a) have and disclose a process for periodically evaluating the and we have disclosed the evaluation process referred to in paragraph (a) at: ☐ we are an externally managed entity and this recommendation is
performance of the board, its committees and individual directors; and
therefore not applicable
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that process during or in
respect of that period.
and whether a performance evaluation was undertaken for the reporting period
in accordance with that process at:
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
1.7 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have and disclose a process for evaluating the performance of its and we have disclosed the evaluation process referred to in paragraph (a) at: ☐ we are an externally managed entity and this recommendation is
senior executives at least once every reporting period; and
therefore not applicable
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that process during or in
respect of that period.
and whether a performance evaluation was undertaken for the reporting period
in accordance with that process at:
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
Principle 2 - Structure the board to BE EFFECTIVE AND add value
2.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a nomination committee which: and we have disclosed a copy of the charter of the committee at: ☐ we are an externally managed entity and this recommendation is
therefore not applicable
(1) has at least three members, a majority of whom are independent https://www.rml.com.au/corporate-governance/
directors; and (https://www.rml.com.au/corporate-governance/)
(2) is chaired by an independent director,
and disclose: and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; our Annual Report https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and
the processes it employs to address board succession issues and to ensure that
the board has the appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and disclose a board skills matrix setting out the ☒ ☐ set out in our Corporate Governance Statement OR
mix of skills that the board currently has or is looking to achieve in its
membership. and we have disclosed our board skills matrix at: ☐ we are an externally managed entity and this recommendation is
therefore not applicable
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
2.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) the names of the directors considered by the board to be and we have disclosed the names of the directors considered by the board to be
independent directors; independent directors at:
(b) if a director has an interest, position, affiliation or Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
relationship of the type described in Box 2.3 but the board is of the opinion
that it does not compromise the independence of the director, the nature of
the interest, position or relationship in question and an explanation of why
the board is of that opinion; and and, where applicable, the information referred to in paragraph (b) at:
(c) the length of service of each director. Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
and the length of service of each director at:
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
2.4 A majority of the board of a listed entity should be independent directors. ☒ ☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation is
therefore not applicable
2.5 The chair of the board of a listed entity should be an independent director ☒ ☐ set out in our Corporate Governance Statement OR
and, in particular, should not be the same person as the CEO of the entity.
☐ we are an externally managed entity and this recommendation is
therefore not applicable
2.6 A listed entity should have a program for inducting new directors and for ☒ ☐ set out in our Corporate Governance Statement OR
periodically reviewing whether there is a need for existing directors to
undertake professional development to maintain the skills and knowledge needed ☐ we are an externally managed entity and this recommendation is
to perform their role as directors effectively. therefore not applicable
Principle 3 - INSTIL A CULTURE of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values. ☒ ☐ set out in our Corporate Governance Statement
and we have disclosed our values at:
Resolute Values (https://www.rml.com.au/about-us/purpose-values/)
3.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a code of conduct for its directors, senior and we have disclosed our code of conduct at:
executives and employees; and
https://www.rml.com.au/corporate-governance/
(b) ensure that the board or a committee of the board is informed of (https://www.rml.com.au/corporate-governance/)
any material breaches of that code.
3.3 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose a whistleblower policy; and and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is informed of https://www.rml.com.au/corporate-governance/
any material incidents reported under that policy. (https://www.rml.com.au/corporate-governance/)
3.4 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have and disclose an anti-bribery and corruption policy; and and we have disclosed our anti-bribery and corruption policy at:
(b) ensure that the board or committee of the board is informed of any https://www.rml.com.au/corporate-governance/
material breaches of that policy. (https://www.rml.com.au/corporate-governance/)
Principle 4 - safeguard the integrity of corporate reports
4.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have an audit committee which: and we have disclosed a copy of the charter of the committee at:
(1) has at least three members, all of whom are non-executive https://www.rml.com.au/corporate-governance/
directors and a majority of whom are independent directors; and (https://www.rml.com.au/corporate-governance/)
(2) is chaired by an independent director, who is not the chair of the
board,
and the information referred to in paragraphs (4) and (5) at:
and disclose:
in our Annual Report https://www.rml.com.au/reports.html
(3) the charter of the committee; (https://www.rml.com.au/reports.html)
(4) the relevant qualifications and experience of the members of the
committee; and
(5) in relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the integrity of
its corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit engagement
partner.
4.2 The board of a listed entity should, before it approves the entity's financial ☒ ☐ set out in our Corporate Governance Statement
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 disclose its process to verify the integrity of any ☒ ☐ set out in our Corporate Governance Statement
periodic corporate report it releases to the market that is not audited or
reviewed by an external auditor.
Principle 5 - Make timely and balanced disclosure
5.1 A listed entity should have and disclose a written policy for complying with ☒ ☐ set out in our Corporate Governance Statement
its continuous disclosure obligations under listing rule 3.1.
and we have disclosed our continuous disclosure compliance policy at:
https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/)
5.2 A listed entity should ensure that its board receives copies of all material ☒ ☐ set out in our Corporate Governance Statement
market announcements promptly after they have been made.
5.3 A listed entity that gives a new and substantive investor or analyst ☒ ☐ set out in our Corporate Governance Statement
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 provide information about itself and its governance to ☒ ☐ set out in our Corporate Governance Statement
investors via its website.
and we have disclosed information about us and our governance on our website
at:
https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/)
6.2 A listed entity should have an investor relations program that facilitates ☒ ☐ set out in our Corporate Governance Statement
effective two-way communication with investors.
6.3 A listed entity should disclose how it facilitates and encourages ☒ ☐ set out in our Corporate Governance Statement
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation at
meetings of security holders at:
https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/)
6.4 A listed entity should ensure that all substantive resolutions at a meeting of ☒ ☐ set out in our Corporate Governance Statement
security holders are decided by a poll rather than by a show of hands.
6.5 A listed entity should give security holders the option to receive ☒ ☐ set out in our Corporate Governance Statement
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 entity should: ☒ ☐ set out in our Corporate Governance Statement
(a) have a committee or committees to oversee risk, each of which: and we have disclosed a copy of the charter of the committee at:
(1) has at least three members, a majority of whom are independent https://www.rml.com.au/corporate-governance/
directors; and (https://www.rml.com.au/corporate-governance/)
(2) is chaired by an independent director,
and disclose: and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; our Annual Report https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy
(a) above, disclose that fact and the processes it employs for overseeing the
entity's risk management framework.
7.2 The board or a committee of the board should: ☒ ☐ set out in our Corporate Governance Statement
(a) review the entity's risk management framework at least annually to and we have disclosed whether a review of the entity's risk management
satisfy itself that it continues to be sound and that the entity is operating framework was undertaken during the reporting period at:
with due regard to the risk appetite set by the board; and
Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
(b) disclose, in relation to each reporting period, whether such a
review has taken place.
7.3 A listed entity should disclose: ☒ ☐ set out in our Corporate Governance Statement
(a) if it has an internal audit function, how the function is and we have disclosed how our internal audit function is structured and what
structured and what role it performs; or role it performs at:
(b) if it does not have an internal audit function, that fact and the Corporate Governance Statement (https://www.rml.com.au/corporate-governance/)
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal control
processes.
7.4 A listed entity should disclose whether it has any material exposure to ☒ ☐ set out in our Corporate Governance Statement
environmental or social risks and, if it does, how it manages or intends to
manage those risks. and we have disclosed whether we have any material exposure to environmental
and social risks at:
our Annual Report at https://www.rml.com.au/reports.html
(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
(https://www.rml.com.au/reports.html)
Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a remuneration committee which: and we have disclosed a copy of the charter of the committee at: ☐ we are an externally managed entity and this recommendation is
therefore not applicable
(1) has at least three members, a majority of whom are independent https://www.rml.com.au/corporate-governance/
directors; and (https://www.rml.com.au/corporate-governance/)
(2) is chaired by an independent director,
and disclose: and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee; our Annual Report at https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact
and the processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that such
remuneration is appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and practices ☒ ☐ set out in our Corporate Governance Statement OR
regarding the remuneration of non-executive directors and the remuneration of
executive directors and other senior executives. and we have disclosed separately our remuneration policies and practices ☐ we are an externally managed entity and this recommendation is
regarding the remuneration of non-executive directors and the remuneration of therefore not applicable
executive directors and other senior executives at:
our Annual Report at https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
8.3 A listed entity which has an equity-based remuneration scheme should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) have a policy on whether participants are permitted to enter into and we have disclosed our policy on this issue or a summary of it at: our ☐ we do not have an equity-based remuneration scheme and this
transactions (whether through the use of derivatives or otherwise) which limit Annual Report at https://www.rml.com.au/reports.html recommendation is therefore not applicable OR
the economic risk of participating in the scheme; and (https://www.rml.com.au/reports.html)
☐ we are an externally managed entity and this recommendation is
(b) disclose that policy or a summary of it. therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language in which board n/a ☐ set out in our Corporate Governance Statement OR
or security holder meetings are held or key corporate documents are written
should disclose the processes it has in place to ensure the director ☐ we do not have a director in this position and this recommendation
understands and can contribute to the discussions at those meetings and is therefore not applicable OR
understands and can discharge their obligations in relation to those
documents. ☐ we are an externally managed entity and this recommendation is
therefore not applicable
9.2 A listed entity established outside Australia should ensure that meetings of n/a ☐ set out in our Corporate Governance Statement OR
security holders are held at a reasonable place and time.
☐ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation is
therefore not applicable
9.3 A listed entity established outside Australia, and an externally managed n/a ☐ set out in our Corporate Governance Statement OR
listed entity that has an AGM, should ensure that its external auditor attends
its AGM and is available to answer questions from security holders relevant to ☐ we are established in Australia and not an externally managed
the audit. listed entity and this recommendation is therefore not applicable
☐ we are an externally managed entity that does not hold an AGM and
this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed entities: n/a ☐ set out in our Corporate Governance Statement
The responsible entity of an externally managed listed entity should disclose:
(a) the arrangements between the responsible entity and the listed
entity for managing the affairs of the listed entity; and
(b) the role and responsibility of the board of the responsible entity
for overseeing those arrangements.
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed n/a ☐ set out in our Corporate Governance Statement
entities:
An externally managed listed entity should clearly disclose the terms
governing the remuneration of the manager.
1 (#_ftnref1) "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 (#_ftnref2) 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 (#_ftnref3) 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 (#_ftnref4) 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 (#_ftnref5) 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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCUBVARSKUOUARRecent news on Resolute Mining
See all newsREG - Resolute Mining Ltd - Quarterly Conference Call Details
AnnouncementREG - Resolute Mining Ltd - Notice of Annual General Meeting
AnnouncementREG - Resolute Mining Ltd - AGM Notice of Access
AnnouncementREG - Resolute Mining Ltd - Appendix 4G
AnnouncementREG - Resolute Mining Ltd - Corporate Governance Statement
Announcement