REG - Resolute Mining Ltd - Corporate Governance Statement & Appendix 4G
28/05/2025 07:00
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RNS Number : 0739K Resolute Mining Limited 26 May 2025
Resolute Mining Limited (Resoluteor Company) is committed to maintaining high
standards of corporate governance, ethics and integrity of the consolidated
entity (Group). The Company has adopted a governance framework that supports
effective management, ensures compliance with regulatory obligations, promotes
a culture of transparency and accountability, and aims to deliver long-term
value to shareholders (Shareholders).
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). The Company has also published an Appendix 4G which
confirms that the Company has followed all of the principles and
recommendations of the Fourth Edition for the financial year ended 31 December
2024 (Reporting Period).
A description of the Company's main corporate governance practices, and the
extent to which the Company has followed the Recommendations in the Fourth
Edition during the Reporting Period, is set out below. All practices, unless
otherwise stated, were in place for the entire year. We have set out our
practices in line with the principles established by the ASX Corporate
Governance Council.
This Corporate Governance Statement has been approved by the Board of
Directors (Board) and is accurate and up to date as at 27 March 2025 (unless a
later date is specified in the document).
This Corporate Governance Statement makes various references to information
contained in the Company's Annual Report for the year ended 31 December 2024
(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/) .
(https://www.rml.com.au/investors/reports/)
Principle 1 - Lay solid foundations for management and oversight
Recommendation 1.1: The Board of Directors and Management
The Company has a Board Charter that outlines the functions reserved to the
Board and those delegated to management. A copy of the Board Charter can be
viewed here (https://www.rml.com.au/corporate-governance/) .
(https://www.rml.com.au/corporate-governance/)
The Board is responsible for the Company's overall management, performance,
strategic direction and corporate governance. As part of its responsibilities,
the Board is required to:
· provide strategic direction to the Group to enhance performance,
deliver sustainable growth and generate long-term shareholder value;
· monitor the financial and operational performance of the Group;
· identify and manage key risks;
· oversee the integrity of financial reporting and compliance
frameworks;
· review and approve the Company's compliance frameworks, statement
of values and Codes of Conduct to support the Company's desired corporate
culture; and
· appoint, evaluate, and if necessary, remove the CEO and oversee
senior executive performance and succession.
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.
Recommendation 1.2: Board and Senior Executive appointments
The Company undertakes appropriate checks on Director and senior executive
candidates, including assessments on character, experience, education,
criminal record and bankruptcy history. Material information relevant
to the election or re-election of a director is provided to security holders
in the notice of meeting materials.
Details of the members of the Board and senior executives including their
experience, expertise and qualifications are set out in the Directors' Report
and under the heading "Board of Directors and Leadership Team" in the Annual
Report.
Recommendation 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.
Recommendation 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.
Recommendation 1.5: Diversity
In accordance with best governance practice, the Company has adopted a
diversity and inclusion policy, including measurable gender diversity targets
for the Board, executive team and broader workforce (Measurable Gender
Diversity Targets). These Measurable Gender Diversity Targets, set by the
Board with a 2025 timeframe, support the Company's commitment to building a
diverse and inclusive workplace.
As at 31 December 2024, gender representations were as follows:
(a) on the Board: 71% men and 29% women;
(b) in senior executive positions (defined as key management personnel
and executives of the Company): 100% men; and
(c) across the whole workforce generally: 94% men and 6% women.
The Company's Diversity, Equity and Inclusion Policy applies to all directors,
consultants and employees of the Group. Details of the policy are set out on
the Company's website here (https://www.rml.com.au/corporate-governance/) .
(https://www.rml.com.au/corporate-governance/) It aims to foster a
high-performing workforce reflective of the communities in which the Company
operates. The Board has also set additional measurable diversity objectives,
with progress detailed in the table below.
Objective for year ended 31 December 2024 Time period Activity during year ended 31 December 2024
Strengthen the Company's Policy Framework with Regards to governance 2024-2025 • Ongoing Human Rights training in French and English for our
workforce
• Executive team DEI workshop rolled out in 2024
• Sexual Harassment Policy implemented and training program developed
and rolled out in 2023, to be again rolled out in 2025.
Elimination of the gender pay gap across all entities 2020-2025 • Gender pay gap analysis conducted twice a year - no material gap
identified in 2024 salary review process
Objective for year ended 31 December 2024 Time period Activity during year ended 31 December 2024
Increase the participation 2020-2025 • Considered recruitment
of women in the work force at the Senior Manager and Other Manager levels • Workforce planning, succession planning
and talent management initiatives
Work towards increasing the ratio (at all job levels) of Nationals to Expats 2020-2025 • Measuring progress against nationalisation metrics (95% in 2022, a
in each country of operation* 1% increase compared to 2022)
• Key management roles at Syama have been nationalized since 2023, 48%
of management and senior management roles at Syama and Mako are held by
Nationals
• Recruitment policy reserves entry-level and semi-skilled roles for
members of the local/host communities
Increase the overall proportion of women in the workforce* 2020-2025 • Measuring progress against Board approved gender diversity targets
• Diversity considerations form part of selection criteria in all
recruitment processes
• Flexible and remote work arrangements considered
• Generous Paid Parental Leave Policy rolled out across the group in
2021, with increase in uptake since 2022 (304 employees in 2024,194 employees
in 2022 and 43 in 2022)
• Private health insurance support in place for all direct employees
• Ensure minimum 50-50 gender split in all Company sponsored external
training programs - traineeships, apprenticeships etc
*Baseline to be created effective 31 Dec 2019
Recommendation 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/) .
(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 2024 in accordance with the approved process.
Recommendation 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 assessed 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 2024 in accordance with the process described above.
Principle 2 - Structure the board to add value
Recommendation 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 2024, the Nomination Committee comprised of Mr A. Wray
(Chair), Ms S. Shugg, and Mr K. Marshall, all of whom are Non-Executive
Directors. As at the date of this statement, all members of the Nomination
Committee are independent Directors.
The attendance record of Nomination Committee members at Nomination Committee
meetings for the reporting period ended 31 December 2024 is noted in the
Directors' Report under the heading "Directors' Meetings" in the Annual
Report.
Recommendation 2.2: Board Composition and Skills Matrix
The Board
As at 31 December 2024 and as at the date of this statement, the Board is
comprised of six Non-Executive Directors (including the Chairman) and one
Executive Director (being the Managing Director and CEO).
The table below sets out the detail of the tenure of each Director (current
and during the Reporting Period).
*The former Managing Director and Chief Executive Officer, Terry
Holohan, was terminated on 31 January 2024.
In relation to term of office, the Company's constitution specifies that one
third (or if not a whole number, the nearest whole number to one third) of all
Directors (with the exception of the CEO) must retire from office annually and
are eligible for re-election. The Nomination Committee assesses and determines
whether to endorse the re-election of Directors required to retire by
rotation. The Company's constitution also requires that any Director who will
have been in office for more than three years by the next annual general
meeting, must retire from office at the current annual general meeting and is
eligible for re-election.
Skills Matrix
The Board undertook a review of its board skills matrix to assess the
alignment of the Board's collective skills and experience with the Company's
strategic objectives and the key issues it faces. Each Director self-assessed
their experience, capability and knowledge in respect of each identified skill
using an assessment scale of 0 (no competency) to 5 (industry expert), with a
score of 3+ indicating a well-developed competency suitable for Board-level
decision making.
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.
The table below sets out the identified skills and experience of the Board and
the number of directors that have been assessed in each category to a minimum
level of 3. As at 31 December 2024, there were a total of six directors
(including the Managing Director).
Skill/competency and Board composition
Category Experience, capability and knowledge requirements Number of Directors with a competency level of three or above
Business Leadership Senior executive role or substantial Board experience in a company with proven
track record of leadership skills, including in- depth knowledge of business
strategy, competitive business analysis, oversight of business strategy and
operational issues.
Public Listed Company Experience Record of senior leadership in a public listed company.
Technology & Innovation Ability to leverage digital technology to support growth and drive competitive
advantage.
Mining Senior executive experience in a large mining organisation combined with an
understanding of the Group's corporate purpose to create long-term shareholder
value through the discovery, acquisition, development and marketing of natural
resources.
People & Culture Board or senior executive or equivalent experience in people management and
succession planning, and performance and organisational culture.
Remuneration Board or senior executive or equivalent experience in remuneration policy and
application including linking remuneration to strategy.
Risk Management Experience in recognising and managing risks which have the potential to
materially impact the achievement of business objectives.
Legal and Regulatory Compliance Experience with regulatory and legal compliance and litigation/disputes and
governmental affairs.
Financial Acumen Exhibits a high level of financial acumen and has senior executive or
equivalent experience in financial accounting and reporting and internal
financial controls, including the ability to probe the adequacies of financial
and risk controls.
Capital Projects Senior executive or equivalent experience or background in capital intensive
and long-term projects and investments.
Mergers and Acquisitions Relevant experience in merger and acquisition transactions raising complex
financial, regulatory and operational issues.
Health & Safety Demonstrable understanding of health and safety management, performance and
governance.
Environment & Climate Change Demonstrable understanding of key environmental impacts, including fluency in
how climate change risks and opportunities affect the business and experience
in management, performance and governance of these impacts.
Corporate Governance Demonstrated commitment to the highest standards of corporate governance
including board or senior executive or equivalent experience or background
which demonstrates a commitment to a high level of corporate governance.
Community Relations Track record of overseeing successful engagement with a range of key
stakeholders at national, regional and local levels, including government,
community and non government organisations.
Diversity of the Board as at 31 December
2024
Gender 5 males and 2 females
0 - 2 years 3 directors
2 - 4 years 3 directors
Tenure 4 - 10 years 1 directors
10+ years 0 directors
Recommendation 2.3: Assessment of Board Independence
Directors are expected to contribute independent views to the Board.
An independent Board member operates independently of executive management and
free of any business or other relationship (personal, business or otherwise)
that could materially interfere with, or could reasonably be perceived to
materially interfere with, the exercise of their unfettered and independent
judgment.
Independent Board members accordingly assist in ensuring that the Board
operates in the best interests of the Company, having regard to the goals and
objectives of the Company.
The assessment of whether a Board member is independent is a matter of
judgement for the Board as a whole and includes concepts of materiality. In
making that judgement the Board may have regard to, but need not be bound by,
the Recommendations as to director "independence".
All Board members are required to disclose to the Board and the Nomination
Committee (via the Company Secretary) any interest, position, association,
relationship or information (and any changes thereof) which may be relevant or
material to that assessment. No director deemed independent has any interest,
position, affiliation or relationship of the type described in Box 2.3 of the
Fourth Edition.
The Chairman, and at least a majority of Directors, should be independent,
unless special circumstances exist, are disclosed and are approved of by the
Board as an exception to this requirement.
The Board regularly reviews and considers the positions and associations of
each of the Directors in office.
As at 31 December 2024, the Board considered that six of the seven directors
were independent, namely, Mr. A. Wray (Chairman), Ms. S. Shugg, Mr. A.
Reynolds, Mr. S. Jackson, Ms. A. Parker and Mr. K. Marshall. As at 31 December
2024, the Board did not consider Mr. T. Holohan to be independent.
Refer to section 2.2 of this statement under the heading "The Board" for
details of the length of service of each of the Directors.
Recommendation 2.4: Ratio of Board Independence
As at 31 December 2024 and the date of this statement, the majority of the
Board (six of the seven Directors) were independent.
Recommendation 2.5: Roles of the Chairman and CEO
The roles of the Chairman (Mr. A. Wray) and the CEO (Mr C. Eger) are not
exercised by the same individual. As at the date of this Statement, the
Chairman is an independent Non-Executive Director.
Recommendation 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/) .
(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.
Principle 3 - Act ethically and responsibly
Recommendation 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.
Recommendation 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. 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/)
Recommendation 3.3: Whistleblower Policy
In line with the Code of Conduct, the Company has a Whistleblower Policy which
aims to further the Company's commitment to maintaining high ethical standards
of conduct and to encourage the reporting of any instance of suspected
unethical, illegal, fraudulent or undesirable conduct which contravenes the
Code of Conduct. The Whistleblower Policy also ensures that persons who make a
report in good faith can do so without fear of intimidation, disadvantage or
reprisal. All material breaches of the Whistleblower Policy are reported to
the Board.
All material incidents reported under the Policy are required to be reported
to the Audit and Risk Committee.
A copy of the Company's Whistleblower Policy can be found here.
(https://www.rml.com.au/corporate-governance/)
Recommendation 3.4: 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 2024 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/)
Sustainability Committee
As at the date of this statement, the Company has a Sustainability Committee.
The Sustainability Committee is comprised of Ms. S. Shugg (Chair), Mr. A.
Reynolds (Non- Executive Director), Ms. A. Parker (Non-Executive Director) and
relevant senior executives, namely the Company's Chief Operating Officer.
The Sustainability Committee is chaired by Ms. S. Shugg. 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; and
· establishing and tracking of measurable workplace health, safety
and environment objectives and targets, including recognising and celebrating
their achievement.
Principle 4 - Safeguard integrity in corporate reporting
Recommendation 4.1: Audit and Risk Committee
The Company has an Audit and Risk Committee. As at 31 December 2024, the Audit
and Risk Committee comprised of Mr S. Jackson (Chair), Ms. A. Parker, and Mr
A. Reynolds 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 Company's
industry. Details of their qualifications and experience are provided in the
Annual Report under "Directors" and "Board of Directors and Leadership Team".
The attendance record of Audit and Risk Committee members at Audit and Risk
Committee meetings for the reporting period ended 31 December 2024 is noted in
the Directors' Report under the heading "Directors' Meetings" in the Annual
Report.
The Audit and Risk Committee operates under a board-approved charter, which
can be found here (https://www.rml.com.au/corporate-governance/) .
(https://www.rml.com.au/corporate-governance/)
The Board is responsible for maintaining an effective internal control
framework, including controls over significant business processes, asset
protection, the maintenance of proper accounting records, and accurate
financial reporting and non-financial considerations.
The Audit and Risk Committee is also responsible for:
· ensuring compliance with statutory responsibilities relating to
accounting policy and disclosure;
· liaising with, discussing and resolving relevant issues with the
auditors;
· assessing the adequacy of accounting, financial and operating
controls; and
· reviewing half-year and annual financial statements before
submission to the Board.
Recommendation 4.2: Corporate reporting certifications
The Company's Chief Executive Officer (Mr C. Eger) and Chief Financial Officer
(Mr D. Jackson) have provided the Board with the appropriate assurances in
relation to full year statutory financial reports during the year ended 31
December 2024.
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.
Recommendation 4.3: Verification of Reports
The Company's external auditor, Ernst & Young (External Auditor), 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.
External Auditor
The Company's 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. If replacement of the External Auditor is required due to
performance or independence concerns, the Audit and Risk Committee will
establish a formal process for selecting and appointing a new auditor.
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 2024.
The External Auditor has a policy for the rotation of the lead audit partner
in accordance with the requirements of the
Corporations Act.
Principle 5 - Make timely and balanced disclosure
Recommendation 5.1: Continuous disclosure
The Board has a Continuous Disclosure Policy which can be viewed here
(https://www.rml.com.au/corporate-governance/) .
(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; and
· complying with the obligations contained in the ASX Listing Rules
and the Corporations Actrelating to continuous disclosure.
The Board has designated the CEO, the CFO, the General Counsel, the Corporate
Development and Investor Relations Manager and Company Secretary as the
responsible people to administer the Continuous Disclosure Policy. This
involves complying with the continuous disclosure requirements outlined in the
ASX Listing Rules, ensuring that disclosure with the ASX is coordinated and
being responsible for administering and implementing the policy.
Recommendation 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.
Recommendation 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.
Principle 6 - Respect the rights of security holders
Recommendation 6.1: Shareholder communication
The Company's website ( (http://www.rml.com.au/) 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.
Recommendation 6.2: Investor relations program
The Board has established a Communications Strategy which can be viewed here
(https://www.rml.com.au/corporate-governance/) .
(https://www.rml.com.au/corporate-governance/) The Company's website
(www.rml.com.au (http://www.rml.com.au/) ) provides information on the Company
including its background, objectives, projects and contact details.
The Board aims to ensure that Shareholders, on behalf of whom they act, are
informed of all information necessary and kept informed of all major
developments affecting the Company in a timely and effective manner.
Information is communicated to the market and Shareholders through:
· the annual report which is made available to all Shareholders and
the public
· half yearly reports, quarterly reports and ASX announcements
which are made to the ASX and posted on the entity's website
· the annual general meeting and other meetings so called to obtain
approval for Board action as appropriate.
Recommendation 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.
Recommendation 6.4: Substantive resolutions
All substantive resolutions are decided by a poll at general meetings of the
Company.
Recommendation 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.
Principle 7 - Recognise and manage risk
Recommendation 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/) .
(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.
Recommendation 7.2: Review of risk management framework
The Audit and Risk Committee oversees the Group's risk function, including
approval and monitoring risk management policies in line with the Group's risk
management policy. The Audit and Risk Committee review the risk management
framework at least annually to ensure it remains sound and aligned with the
Board's risk appetite. The risk management framework was continually reviewed
by the Board during the year ended 31 December 2024.
Recommendation 7.3: Internal audit function
The Company had a dedicated internal audit function during the reporting
period ended 31 December 2024.
Deloitte has been engaged from 2023 to perform the internal audit function.
The Company Secretary is responsible for internal audit, reporting directly to
the Audit and Risk Committee. The internal audit function conducts internal
audit reviews to evaluate and where appropriate, identify areas where
management should improve the effectiveness of the Company's risk management,
control, compliance and governance processes. When conducting these reviews,
the internal audit function is supported by a combination of internal and
external resources. In 2023, Deloitte was engaged to perform the internal
audit function and to assess the processes and controls in place in order to
give management a view of effectiveness of our control environment.
The Audit and Risk Committee will ensure that appropriately qualified
personnel with the suitable skill sets are employed to manage the internal
audit function and reviews and assesses the performance and objectivity of the
Company's internal audit function.
Recommendation 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".
Principle 8 - Remunerate fairly and responsibly
Recommendation 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 2024, the Remuneration Committee comprised of Mr K. Marshall
(Chair), Mr A. Wray, and Mr S. Jackson all of whom are Non-Executive
Directors. As at the date of this statement, the composition remains
unchanged, other than for the resignation of Mr Potts, the appointment of Mr
K. Marshall as Chair, and the appointment of Ms A. Parker (each effective 20
March 2024). As at 31 December 2024 and the date of this statement, all
members of the Remuneration Committee are independent Directors.
The attendance record of Remuneration Committee members at Remuneration
Committee meetings for the reporting period ended 31 December 2024 is noted in
the Directors' Report under the heading "Directors' Meetings" in the Annual
Report.
Recommendation 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.
Recommendation 8.3: Securities trading
The Company's Securities Trading Policy can be found here
(https://www.rml.com.au/corporate-governance/) .
(https://www.rml.com.au/corporate-governance/)
This policy is driven by the Corporations Act requirements and applies to all
Directors, officers and Group employees. The policy summarises the law
relating to insider trading and sets out the trading prohibitions which apply
to persons affected by the policy.
The Securities Trading Policy prohibits persons discharging managerial
responsibilities at all times from dealing in financial products issued or
created over or in respect of the Company's securities, including hedge
arrangements. Under the Securities Trading Policy, all trading by Personnel
requires prior clearance from the Company.
Rules 4.7.3 and 4.10.3
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 2024
Our corporate governance statement1 for the period above can be found at:2
☐ These pages of our annual report:
☒ This URL on our website: https://www.rml.com.au/corporate-governance/
(https://www.rml.com.au/corporate-governance/)
The Corporate Governance Statement is accurate and up to date as at 27 March
2025 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can
be located.3
Date: 27 March 2025
Sam Wright Company Secretary
Name of authorised officer authorising lodgement:
1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean
the statement referred to in Listing Rule 4.10.3 which discloses the extent to
which an entity has followed the recommendations set by the ASX Corporate
Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list
as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of
the page on its website where such a statement is located. The corporate
governance statement must disclose the extent to which the entity has followed
the recommendations set by the ASX Corporate Governance Council during the
reporting period. If the entity has not followed a recommendation for any part
of the reporting period, its corporate governance statement must separately
identify that recommendation and the period during which it was not followed
and state its reasons for not following the recommendation and what (if any)
alternative governance practices it adopted in lieu of the recommendation
during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate
governance statement on its website rather than in its annual report, it must
lodge a copy of the corporate governance statement with ASX at the same time
as it lodges its annual report with ASX. The corporate governance statement
must be current as at the effective date specified in that statement for the
purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed
Appendix 4G at the same time as it lodges its annual report with ASX. The
Appendix 4G serves a dual purpose. It acts as a key designed to assist readers
to locate the governance disclosures made by a listed entity under Listing
Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations.
It also acts as a verification tool for listed entities to confirm that they
have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the
entity's corporate governance statement. They serve different purposes and an
entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the
annual report, or the URL of the web page, where your corporate governance
statement can be found. You can, if you wish, delete the option which is not
applicable.
3 Throughout this form, where you are given two or more options to select, you
can, if you wish, delete any option which is not applicable and just retain
the option that is applicable. If you select an option that includes "OR" at
the end of the selection and you delete the other options, you can also, if
you wish, delete the "OR" at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 therefore
management; and https://www.rml.com.au/corporate-governance/ not applicable
(https://www.rml.com.au/corporate-governance/)
(b) those matters expressly reserved to the board and those delegated
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 therefore
senior executive or putting someone forward for election as a director; and 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
(4) Tick the box in this column only if you have followed the relevant
recommendation in full for the whole of the period above. Where the
recommendation has a disclosure obligation attached, you must insert the
location where that disclosure has been made, where indicated by the line with
"insert location" underneath. If the disclosure in question has been made in
your corporate governance statement, you need only insert "our corporate
governance statement". If the disclosure has been made in your annual report,
you should insert the page number(s) of your annual report (eg "pages 10-12 of
our annual report"). If the disclosure has been made on your website, you
should insert the URL of the web page where the disclosure has been made or
can be accessed (eg "www.entityname.com.au/corporate
(http://www.entityname.com.au/corporate) governance/charters/").
(5) If you have followed all of the Council's recommendations in full for the
whole of the period above, you can, if you wish, delete this column from the
form and re-format it.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 (https://www.rml.com.au/corporate-governance/) Statement
objectives for achieving gender diversity in the composition of its board, (https://www.rml.com.au/corporate-governance/)
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
diversity; Corporate Governance (https://www.rml.com.au/corporate-governance/) Statement
(https://www.rml.com.au/corporate-governance/)
(2) the entity's progress towards achieving those objectives; and
(3) either:
The Company was not included in the S&P / ASX 300 Index at the
(A) the respective proportions of men and women on the board, in senior commencement of the reporting period.
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 therefore
performance of the board, its committees and individual directors; and
not applicable
Corporate Governance (https://www.rml.com.au/corporate-governance/) Statement
(b) disclose for each reporting period whether a performance (https://www.rml.com.au/corporate-governance/)
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 (https://www.rml.com.au/corporate-governance/) Statement
(https://www.rml.com.au/corporate-governance/)
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 therefore
senior executives at least once every reporting period; and
not applicable
Corporate Governance (https://www.rml.com.au/corporate-governance/) Statement
(b) disclose for each reporting period whether a performance (https://www.rml.com.au/corporate-governance/)
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 (https://www.rml.com.au/corporate-governance/) Statement
(https://www.rml.com.au/corporate-governance/)
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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
https://www.rml.com.au/corporate-governance/ not applicable
(1) has at least three members, a majority of whom are independent (https://www.rml.com.au/corporate-governance/)
directors; and
(2) is chaired by an independent director, and disclose:
and the information referred to in paragraphs (4) and (5) at: our Annual
(3) the charter of the committee; 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: Corporate Governance ☐ we are an externally managed entity and this recommendation is therefore
Statement (https://www.rml.com.au/corporate-governance/) not applicable
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 (https://www.rml.com.au/corporate-governance/) Statement
relationship of the type described in Box 2.3 but the board is of the opinion (https://www.rml.com.au/corporate-governance/)
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 (https://www.rml.com.au/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 therefore
to perform their role as directors effectively. not applicable
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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/
(https://www.rml.com.au/corporate-governance/)
(b) ensure that the board or a committee of the board is informed of
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:
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 incidents reported under that policy.
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:
https://www.rml.com.au/corporate-governance/
(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.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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:
https://www.rml.com.au/corporate-governance/
(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
(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: in our Annual
Report 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.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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:
https://www.rml.com.au/corporate-governance/
(1) has at least three members, a majority of whom are independent (https://www.rml.com.au/corporate-governance/)
directors; and
(2) is chaired by an independent director, and disclose:
and the information referred to in paragraphs (4) and (5) at: our Annual
(3) the charter of the committee; 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 (https://www.rml.com.au/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.
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 (https://www.rml.com.au/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.htm
(https://www.rml.com.au/reports.html) l (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.htm
(https://www.rml.com.au/reports.html) l (https://www.rml.com.au/reports.html)
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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
https://www.rml.com.au/corporate-governance/ not applicable
(1) has at least three members, a majority of whom are independent (https://www.rml.com.au/corporate-governance/)
directors; and
(2) is chaired by an independent director, and disclose:
and the information referred to in paragraphs (4) and (5) at: our Annual
(3) the charter of the committee; 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 therefore
regarding the remuneration of non-executive directors and the remuneration of 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 therefore
(b) disclose that policy or a summary of it. not applicable
Corporate Governance Council recommendation Where a box below is ticked,4 we have followed the recommendation in full for Where a box below is ticked, we have NOT followed the recommendation in full
the whole of the period above. We have disclosed this in our Corporate for the whole of the period above. Our reasons for not doing so are:5
Governance Statement:
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 is
understands and can contribute to the discussions at those meetings and 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 listed
the audit. 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.
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