REG - Resolute Mining Ltd - Corporate Governance Statement & Appendix 4G
29/03/2022 08:15
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RNS Number : 3702G Resolute Mining Limited 29 March 2022
29 March 2022
Resolute Mining Limited
(Resolute or the Company)
Corporate Governance Statement
`
The Board of Resolute Mining Limited (Resolute or Company) is responsible for
the corporate governance of the consolidated entity (Group). The Board guides
and monitors the business and affairs of the Company on behalf of the
Company's shareholders (Shareholders) by whom they are elected and to whom
they are accountable.
The Company has adopted the Fourth Edition of the Corporate Governance
Principles and Recommendations (Fourth Edition) established by the ASX
Corporate Governance Council and published in February 2019 by the Australian
Securities Exchange (ASX) (available at
https://www2.asx.com.au/about/regulation/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.
A description of the Company's main corporate governance practices is set out
below. All practices, unless otherwise stated, were in place for the entire
year. We have set out our practices in line with the principles established by
the ASX.
This Corporate Governance Statement has been approved by the Board and is
accurate and up to date as at 31 December 2021 unless a later date is
specified.
This Corporate Governance Statement makes various references to information
contained in the Company's Annual Report for the year ended 31 December 2021
(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 Board has a Board Charter that outlines the functions
reserved to the Board and those delegated
to management. A copy of the Board Charter can be viewed here
(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 for the financial year
commencing 1 January 2021.
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 the review of diversity within the Group
by considering Board composition, executive composition and employee
composition by gender.
The Company's Diversity and Inclusion Policy applies to all employees of the
Group. Details of the policy are set out on the Company's website here
(https://www.rml.com.au/corporate-governance/) .
The goal of the Diversity and Inclusion Policy is to have a high performing
workforce that takes into account and recognises the communities in which we
operate. The Directors have set measurable objectives towards establishing
this goal. Details of these objectives and the progress towards achieving them
are provided in the table below.
Objective for year ended Time
31 December 2021 period Activity during year ended 31 December 2021
Strengthen the Company's 2021 • Developed a Human Rights training in French and English, that was
rolled out across the group in 2021
Policy Framework with
• Developed a Diversity, Equity and Inclusion training programme in
Regards to governance English and in French, to be rolled out
in 2022
• Board endorsed new Sexual Harassment Policy
(training to be developed and rolled out in 2022)
• Developed and implemented a Working
Responsibly Policy
Elimination of the gender pay • Gender pay gap analysis conducted twice a year - no material gap
identified in 2022 salary review process
gap across all entities 2020-2023
Objective for year ended Time
31 December 2021 period Activity during year ended 31 December 2021
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)* • As above
Work towards increasing the 2020-2023 • Measuring progress against nationalisation metrics (down from 90%
national employees at Syama to 86% and up from 85% national employees to 89%
ratio (at all job levels) of at Mako)
Nationals to Expats in each • Key management roles at Syama have been nationalised, 60% of senior
management roles at Syama and Mako are held by Nationals
country of operation*
• Recruitment policy update to reserve entry-level and semi-skilled
roles for members of the local/host communities
Increase the overall proportion 2020-2023 • Established Board approved gender diversity targets in 2020 as part
of revised Diversity and Inclusion Policy
of women in the workforce*
• Diversity considerations form part of selection criteria in all
recruitment processes
• Flexible work arrangements considered
wherever possible
• Generous Paid Parental Leave Policy rolled out across the group in
2021
• Private health insurance support put 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 2021.
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 2021 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 2021 and as at the date of this statement, the Nomination
Committee comprised of Mr M. Botha (Chair), Ms S. Shugg, Mr S. Jackson, Mr
A. Reynolds and Mr M. Potts, all of whom are Non-Executive Directors.
As at the date of this statement, all members of the Nomination Committee are
independent Directors.
The attendance record of Nomination Committee members at Nomination Committee
meetings for the reporting period ended 31 December 2021 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 2021 and as at the date of this statement, the Board is
comprised of five 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.
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
Mark Potts Non-Executive Director June 2017 BSc (Hons), GAICD
Sabina Shugg Non-Executive Director September 2018 BSc (Mining Engineering),
MBA, GAICD
Stuart Gale Managing Director and CEO May 2021 BEcon, FCA
*Resolute was incorporated on 8 June 2001.
In relation to term of office, the Company's constitution specifies that one
third (or if not a whole number,
the nearest whole number to one third) of all Directors (with the exception of
the CEO) must retire from office annually and are eligible for re-election.
The Nomination Committee assesses and determines whether to endorse the
re-election of Directors required to retire by rotation. The Company's
constitution also requires that any Director who has been in office for more
than three years must retire from office at the next annual general meeting
and is eligible for re-election.
Skills Matrix
A profile of each Director setting out their skills, experience, expertise and
period of office is set out in the Directors' Report in the Annual Report.
The Board has identified that the appropriate mix of skills and diversity
required of its members on the Board to operate effectively and efficiently is
achieved by personnel having substantial skills and experience in operational
management, mining and technical, capital projects, strategy/risk, finance,
listed resource companies, equity markets and sustainability and stakeholder
management.
Each Director brings a unique and varied skillset covering relevant aspects of
the desired mix of skills and diversity required in the composition of the
Board, and each Director has the right of access to all Company information
and to the senior executive team.
The table below summarises the areas of competence, skills and experience of
the six Directors in office as at 31 December 2021.
Skill/competency and Board composition
Please see image in the full version of the announcement at www.rml.com.au
(http://www.rml.com.au)
Diversity of the Board as at 31 December 2021
Gender
5 males and 1 female
Tenure 0 - 2 years
2 - 4 years 3 directors
4 - 10 years 1 director
10+ years 2 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.
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 2021, the Board considered that five of the six directors
were independent, namely, Mr M. Botha (Chairman), Ms S. Shugg, Mr A. Reynolds,
Mr S. Jackson and Mr M. Potts. As at 31 December 2021, the Board did not
consider Mr S. Gale 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 2021, the majority of the Board (five of the six Directors)
were independent.
2.5 Roles of the Chairman and CEO
The roles of the Chairman (Mr M. Botha) and the CEO (Mr S. Gale) are not
exercised by the same individual. As at the date of this Statement, the
Chairman is an independent Non-Executive Director.
2.6 Board Induction and Professional Development
The Company has a procedure for the selection and appointment of new Directors
which can be viewed here (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.
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 2021 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 S. Gale (CEO & Chair), Ms
S. Shugg (Non-Executive Director), Mr M. Potts (Non-Executive Director), Mr A.
Reynolds (Non-Executive Director) and relevant senior executives, namely the
Company's Chief Operating Officer and Executive General Manager -
Sustainability.
The Sustainability Committee is chaired by Mr S. Gale.
The Sustainability Committee operates under a charter approved by the Board
which can be found here (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 2021 and as at
the date of this statement, the Audit and Risk Committee comprised of Mr S.
Jackson (Chair), Mr M. Botha, Mr A. Reynolds, Ms S. Shugg and Mr M. Potts, all
of whom are Non-Executive Directors.
As at the date of this statement, all members of the Audit and Risk Committee
are independent Directors. The Audit and Risk Committee is chaired by 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 2021 is noted in the Directors' Report under the heading
"Directors' Meetings" in the Annual Report.
Details of the members of the Board including their experience, expertise and
qualifications are set out in the Directors' Report under the heading
"Directors" 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 S. Gale) and Chief Financial Officer
(Mr D. Warden) have provided the Board with the appropriate assurances in
relation to full year statutory financial reports during the year ended 31
December 2021.
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 2021.
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 and the Company Secretary as the
responsible officers for administering the Continuous Disclosure Policy. This
involves complying with the continuous disclosure requirements outlined in the
ASX Listing Rules, ensuring that disclosure with the ASX is co-ordinated and
being responsible for administering and implementing the policy.
5.2 Board communication
The Company makes announcements available to Directors promptly after
receiving confirmation from the ASX that an announcement has been released to
the market.
5.3 Announcements and presentation materials
The Company releases announcements and presentation materials containing new
or market sensitive material to the ASX prior to the time of the corresponding
presentation to analysts, investors or conference. Following confirmation of
release of such materials by the ASX, the materials are published on the
Company's website, selected social media and circulated by email to the
Company's subscribers.
Presentation materials that do not contain new or market sensitive material
are published on the website and circulated to the Company's subscribers at
the time they are made available to the relevant event.
6. Respect the rights of security holders
6.1 Shareholder communication
The Company's website (www.rml.com.au (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, 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 during the reporting period by the Board.
7.3 Internal audit function
The Company had a dedicated internal audit function during the reporting
period ended 31 December 2021.
KPMG has been engaged from 1 July 2017 to perform the internal audit function.
The Company Secretary is responsible for internal audit, reporting directly to
the Audit and Risk Committee.
The Audit and Risk Committee will ensure that appropriately qualified
personnel with the suitable skill sets are employed to manage the internal
audit function and reviews and assesses the performance and objectivity of the
Company's internal audit function.
7.4 Management of material risks
The Company has an existing risk framework in place that uses a series of
workshops and interviews to assist in the identification and assessment of key
business risks including the associated mitigation controls and strategies to
appropriately manage the material risks.
The Company has summarised its key business risks and the associated
mitigation controls and strategies to appropriately manage those material
risks in the Annual Report under the heading "Risk Management".
KPMG has been engaged from 1 July 2017 to further enhance the risk framework
and processes.
8. Remunerate fairly and responsibly
8.1 Remuneration Committee
The Company has a Remuneration Committee that is governed by the Remuneration
Committee Charter (a copy of which can be viewed here
(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 2021 and as at the date of this statement, the Remuneration
Committee comprised of Mr M. Potts (Chair), Mr M. Botha, Ms S. Shugg, Mr A.
Reynolds and Mr S. Jackson all of whom are Non-Executive Directors. As at the
date of this statement, all members of the Remuneration Committee are
independent Directors.
The attendance record of Remuneration Committee members at Remuneration
Committee meetings for the reporting period ended 31 December 2021 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.
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 2021
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 16 March
2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can
be located. 3 (#_ftn3)
Date: 29 March 2022
Name of authorised officer authorising lodgement: Richard Steenhof
Manager - Legal & Company Secretary
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 to (https://www.rml.com.au/corporate-governance/)
management.
1.2 A listed entity should: ☒ ☐ set out in our Corporate Governance Statement OR
(a) undertake appropriate checks before appointing a director or senior ☐ we are an externally managed entity and this recommendation is
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 https://www.rml.com.au/corporate-governance/
objectives for achieving gender diversity in the composition of its board, (https://www.rml.com.au/corporate-governance/)
senior executives and workforce generally; and
and we have disclosed the information referred to in paragraph (c):
(c) disclose in relation to each reporting period:
in our Corporate Governance Statement
(1) the measurable objectives set for that period to achieve gender (https://www.rml.com.au/corporate-governance/)
diversity;
and if we were included in the S&P / ASX 300 Index at the commencement
(2) the entity's progress towards achieving those objectives; and of the reporting period our measurable objective for achieving gender
diversity in the composition of its board of not less than 30% of its
(3) either: directors of each gender within a specified 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
https://www.rml.com.au/corporate-governance/
(b) disclose for each reporting period whether a performance evaluation (https://www.rml.com.au/corporate-governance/)
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:
in our 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
https://www.rml.com.au/corporate-governance/
(b) disclose for each reporting period whether a performance evaluation (https://www.rml.com.au/wp-content/uploads/2019/11/Performance-Evaluation-Process.pdf)
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:
in our 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 the information referred to in paragraphs (4) and (5) at:
and disclose: our Annual Report at https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and
the processes it employs to address board succession issues and to ensure that
the board has the appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should 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: ☐ we are an externally managed entity and this recommendation is
therefore not applicable
in our 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 independent and we have disclosed the names of the directors considered by the board to be
directors; independent directors:
(b) if a director has an interest, position, affiliation or relationship in our Corporate Governance Statement
of the type described in Box 2.3 but the board is of the opinion that it does (https://www.rml.com.au/corporate-governance/)
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 and, where applicable, the information referred to in paragraph (b):
that opinion; and
in our Corporate Governance Statement
(c) the length of service of each director. (https://www.rml.com.au/corporate-governance/)
and the length of service of each director:
in our 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 (recently refreshed) values in our Corporate
Governance Statement (https://www.rml.com.au/corporate-governance/) (the
values on our website will be updated shortly)
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 by a director or senior executive; and
(2) any other material breaches of that code that call into question the
culture of the organisation.
3.3 A listed entity should: ☒ ☐ set out in our Corporate 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 any https://www.rml.com.au/corporate-governance/
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 directors https://www.rml.com.au/corporate-governance/
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 and the information referred to in paragraphs (4) and (5) at:
board,
our Annual Report at https://www.rml.com.au/reports.html
and disclose: (https://www.rml.com.au/reports.html)
(3) the charter of the committee;
(4) the relevant qualifications and experience of the members of the
committee; and
(5) in relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the integrity of
its corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit engagement
partner.
4.2 The board of a listed entity 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 the information referred to in paragraphs (4) and (5) at:
and disclose: our Annual Report at https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a 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:
with due regard to the risk appetite set by the board; and
in our Corporate Governance Statement
(b) disclose, in relation to each reporting period, whether such a (https://www.rml.com.au/corporate-governance/)
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 structured and we have disclosed how our internal audit function is structured and what
and what role it performs; or role it performs:
(b) if it does not have an internal audit function, that fact and the in our Corporate Governance Statement
processes it employs for evaluating and continually improving the (https://www.rml.com.au/corporate-governance/)
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 the information referred to in paragraphs (4) and (5) at:
and disclose: our Annual Report at https://www.rml.com.au/reports.html
(https://www.rml.com.au/reports.html)
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and
the processes it employs for setting the level and composition of remuneration
for directors and senior executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should 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: ☐ we do not have an equity-based remuneration scheme and this
transactions (whether through the use of derivatives or otherwise) which limit
recommendation is therefore not applicable OR
the economic risk of participating in the scheme; and https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/) ☐ we are an externally managed entity and this recommendation is
(b) disclose that policy or a summary of it.
therefore not applicable
For further information, contact:
Contact Information
Resolute Berenberg (UK Corporate Broker)
Stuart Gale, Chief Executive Officer Matthew Armitt / Detlir Elezi
Telephone: +44 20 3207 7800
James Virgo, GM Finance and Investor Relations Tavistock (UK Public Relations)
Jos Simson / Oliver Lamb
Telephone: +61 8 9261 6100 Telephone: +44 207 920 3150 / +44 778 855 4035
Email: contact@rml.com.au (mailto:contact@rml.com.au) Email: resolute@tavistock.co.uk (mailto:resolute@tavistock.co.uk)
Web: www.rml.com.au (http://www.rml.com.au) FTI Consulting (Australian media)
Follow Resolute Cameron Morse / James Tranter
Telephone: +61 433 886 871
Email: cameron.morse@fticonsulting.com
(mailto:cameron.morse@fticonsulting.com)
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 which forms part of UK law pursuant
to the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service (RIS), this inside
information is now considered to be in the public domain.
Authorised by Mr Stuart Gale, Managing Director & CEO
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.
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