Corporate Governance Statement & Appendix 4G
27 March 2020
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://www.asx.com.au/regulation/corporate-governance-council.htm). 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 2019 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 2019 (Annual Report). A full copy of the Annual Report can be viewed on our website 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.
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; and
· 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 and experience, 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 2020.
Details of the members of the Board and Senior Executives including their experience, expertise and qualifications are set out in the Directors' Report under the heading "Directors and Senior Executives" 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.
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.
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Measurable Objective |
Activity During Year ended 31 December 2019 |
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To include in the Remuneration & Nomination Committee Charter responsibility for diversity, including an annual review and report to the board on the: (a) progress towards achieving these measurable objectives and overall effectiveness of the policy;
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As at 31 December 2019, overall company gender diversity is 8.51%. At Syama, women represented 4.16% of the National workforce and Malian National employees represented 84% of the total workforce. Mako has a female participation rate of 8.28% with National workforce participating sitting at 82%. At Ravenswood Mine, 15.58% of the workforce is women. The proportion of females and males (Australian data only) is detailed in the table below. The table is extracted from the most recent submission of Workplace Gender Equality Agency (WGEA). Australian overall female diversity has remained consistent when compared to the last reporting year.
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Measurable Objective |
Activity During Year ended 31 December 2019 |
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(b) proportion of women and men in the Resolute workforce at three levels in the organisation (board level, senior management and the whole organisation), including benchmarking this data against relevant industry standards where possible and; (c) remuneration by gender together with any recommendations to the Board. |
*WGEA Mining industry Benchmark Data 2018/2019 The table below provides the Australian gender diversity data over a five year period as submitted in the WGEA reports.
A gender pay equity analysis was undertaken over the course of 2019 ready for the annual remuneration review cycle which is effective 1 March 2020. A pre-approved budget was allocated to address anomalies, with annual reviews due in March 2020. |
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To seek to engage where possible consultants and contractors that support and promote the Company's diversity and inclusion policy. |
Resolute has specifically requested recruiters present a diverse range of candidates. |
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To consider diversity when reviewing board succession plans with the aim to have gender representation and diversity. |
No new Board members were appointed throughout the course of 2020. |
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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.
The Chairman and the Board regularly discuss the performance of the Board, the performance of the individual Directors (including 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 2019.
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 during the year ended 31 December 2019 and was conducted 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).
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 2019 and as at the date of this statement, the Nomination Committee comprised of Mr M. Botha (Chair), Ms Y. Broughton, Ms S. Shugg, Mr P. Sullivan 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 2019 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 2019 and as at the date of this statement, the Board 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 |
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Martin John Botha |
Non-Executive Director and Chairman |
February 2014 |
BSc Eng |
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Peter Ross Sullivan |
Non-Executive Director |
June 2001 |
B.E., MBA |
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Yasmin Broughton |
Non-Executive Director |
June 2017 |
B.Com, PG Dip Law, FAICD |
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Mark Potts |
Non-Executive Director |
June 2017 |
BSc (Hons) |
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Sabina Shugg |
Non-Executive Director |
September 2018 |
MBA, BEng (Mining) |
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John Paul Welborn |
Managing Director and CEO |
February 2015 |
B.Com, FCA, FAIM, MAICD, MAusIMM, JP |
*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 2019.
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Category |
Number of Directors |
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Executive Leadership
|
6 |
|
Global Experience
|
5 |
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Governance
|
5 |
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Strategy/Risk
|
5 |
|
Financial Acumen
|
6 |
|
Capital projects |
5 |
|
Sustainability and Stakeholder Management
|
4 |
|
Remuneration
|
5 |
|
Mining and Technical
|
3 |
|
Gold
|
3 |
|
Legal Senior experience at a major law firm or in-house. |
1 |
|
Diversity of the Board as at 31 December 2019 |
|
|
Gender |
4 males and 2 females |
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Tenure |
0 - 2 years: 1 director 2 - 4 years: 2 directors 4+ years: 2 directors 10+ years: 1 director |
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 2019, the Board considered that five of the six directors were independent, namely, Mr M. Botha (Chairman), Ms S. Shugg, Mr P. Sullivan, Ms Y. Broughton and Mr M. Potts. As at 31 December 2019, the Board did not consider Mr J. Welborn 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 2019, 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 J. Welborn) 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.
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
Several years ago, the Company 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:
· Bold: We are determined and unwavering in character, ideas and action
· Agile: We adopt new methods, systems and technology to improve performance
· Courageous: We take smart risks and make tough decisions
· United: We work together to achieve what is best for Resolute and our communities.
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.
A copy of the Company's Code of Conduct can be found here.
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.
Anti-Bribery and Corruption Policy
An important element of the Code of Conduct addresses bribery and corruption 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.
A copy of the Company's Anti-Bribery and Corruption Policy can be found here.
3.3 Safety, Security and Environment Committee
As at the date of this statement, the Company has a Safety, Security and Environment Committee. The Safety, Security and Environment Committee is comprised of Mr J. Welborn (Chair), Ms S. Shugg (Non-Executive Director) and relevant senior executives, namely the Company's Chief Operating Officer, Chief Financial Officer and Corporate Security Advisor.
The Safety, Security and Environment Committee is chaired by Mr J. Welborn.
The Safety, Security and Environment Committee operates under a charter approved by the Board which can be found here.
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 Safety, Security and Environment 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.
4. SAFEGUARD INTEGRITY IN CORPORATE PLANNING
4.1 Audit and Risk Committee
The Company has an Audit and Risk Committee. As at 31 December 2019 and as at the date of this statement, the Audit and Risk Committee comprised of Ms Y. Broughton (Chair), Mr M. Botha, Mr P. Sullivan, 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 Ms Y. Broughton, 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 2019 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".
The Audit and Risk Committee operates under a charter approved by the Board which can be found here.
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; and
· reviewing half-year and annual financial statements before submission to the Board.
4.2 Corporate reporting certifications
The Company's Chief Executive Officer (Mr J. Welborn) and former Chief Financial Officer (Ms L. de Bruin) have provided the Board with the appropriate assurances in relation to half year statutory financial reports during the year ended 31 December 2019. The Company's Chief Executive Officer (Mr J. Welborn) and Chief Financial Officer (Mr S. Gale) have provided the Board with the appropriate assurances in relation to full year statutory financial reports during the year ended 31 December 2019.
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 2019.
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. 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 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) provides information on the Company including its history, current operations and corporate directory.
The Corporate Governance page of the Company's website (http://www.rml.com.au/corporate-governance.html) 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.
6.2 Investor relations program
The Board has established a Communications Strategy which can be viewed here. The Company's website (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; and
· 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/ 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.
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 2019.
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).
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 2019 and as at the date of this statement, the Remuneration Committee comprised of Mr P. Sullivan (Chair), Mr M. Botha, Ms S. Shugg, Mr M. Potts and Ms Y. Broughton 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 2019 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.
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
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Name of entity |
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Resolute Mining Limited |
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ABN/ARBN |
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Financial year ended: |
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39 097 088 689 |
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31 December 2019 |
Our corporate governance statement for the period above can be found at:
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☐ |
These pages of our annual report: |
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☒ |
This URL on our website: |
The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
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Date: |
27 March 2020 |
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Name of authorised officer authorising lodgement: |
Amber Stanton General Counsel and Company Secretary |
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
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Corporate Governance Council recommendation |
Where a box below is ticked, we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: |
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Principle 1 - Lay solid foundations for management and oversight |
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1.1 |
A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management . |
☒ and we have disclosed a copy of our board charter at: https://www.rml.com.au/corporate-governance/
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.2 |
A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director . |
☒ |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.3 |
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment . |
☒ |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.4 |
The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
☒ |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.5 |
A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity's progress towards achieving those objectives; and (3) either: (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. |
☒ and we have disclosed a copy of our diversity policy at: https://www.rml.com.au/corporate-governance/ and we have disclosed the information referred to in paragraph (c) : in our Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.6 |
A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.rml.com.au/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process: |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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1.7 |
A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.rml.com.au/corporate-governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process: |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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Principle 2 - Structure the board to BE EFFECTIVE AND add value |
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2.1 |
The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (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 . |
☒ and we have disclosed a copy of the charter of the committee at : https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at : our Annual Report at https://www.rml.com.au/reports.html
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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2.2 |
A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
☒ and we have disclosed our board skills matrix: |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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2.3 |
A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☒ and we have disclosed the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b): in our Corporate Governance Statement and the length of service of each director: |
☐ set out in our Corporate Governance Statement |
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2.4 |
A majority of the board of a listed entity should be independent directors . |
☒
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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2.5 |
The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity . |
☒
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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2.6 |
A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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Principle 3 - INSTIL A CULTURE of acting lawfully, ethically and responsibly |
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3.1 |
A listed entity should articulate and disclose its values. |
☒ and we have disclosed our values at: |
☐ set out in our Corporate Governance Statement |
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3.2 |
A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of 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. |
☒ and we have disclosed our code of conduct at: https://www.rml.com.au/corporate-governance/
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☐ set out in our Corporate Governance Statement |
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3.3 |
A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒ and we have disclosed our whistleblower policy at : https://www.rml.com.au/corporate-governance/
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☐ set out in our Corporate Governance Statement |
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3.4 |
A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
☒ and we have disclosed our anti-bribery and corruption policy at : https://www.rml.com.au/corporate-governance/
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☐ set out in our Corporate Governance Statement |
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Principle 4 - safeguard the integrity of corporate reports |
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4.1 |
The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive 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 disclose: (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. |
☒ and we have disclosed a copy of the charter of the committee at : https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at : our Annual Report at https://www.rml.com.au/reports.html
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☐ set out in our Corporate Governance Statement |
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4.2 |
The board of a listed entity should, before it approves the entity's financial 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. |
☒
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☐ set out in our Corporate Governance Statement |
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4.3 |
A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
☒
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☐ set out in our Corporate Governance Statement |
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Principle 5 - Make timely and balanced disclosure |
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5.1 |
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒ and we have disclosed our continuous disclosure compliance policy at: |
☐ set out in our Corporate Governance Statement |
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5.2 |
A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒
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☐ set out in our Corporate Governance Statement |
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5.3 |
A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
☒
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☐ set out in our Corporate Governance Statement |
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Principle 6 - Respect the rights of sECURITY holders |
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6.1 |
A listed entity should provide information about itself and its governance to investors via its website . |
☒ and we have disclosed information about us and our governance on our website at : |
☐ set out in our Corporate Governance Statement |
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6.2 |
A listed entity should have an investor relations program that facilitates effective two-way communication with investors . |
☒ |
☐ set out in our Corporate Governance Statement |
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6.3 |
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at : |
☐ set out in our Corporate Governance Statement |
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6.4 |
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒
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☐ set out in our Corporate Governance Statement |
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6.5 |
A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒
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☐ set out in our Corporate Governance Statement |
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Principle 7 - RECOGNISE AND MANAGE RISK |
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7.1 |
The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (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. |
☒ and we have disclosed a copy of the charter of the committee at : https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at : our Annual Report at https://www.rml.com.au/reports.html
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☐ set out in our Corporate Governance Statement |
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7.2 |
The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; an d (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☒ and we have disclosed whether a review of the entity's risk management framework was undertaken during the reporting period: |
☐ set out in our Corporate Governance Statement |
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7.3 |
A listed entity should disclose : (a) if it has an internal audit function, how the function is structured and what role it performs ; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes . |
☒ and we have disclosed how our internal audit function is structured and what role it performs: in our Corporate Governance Statement
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☐ set out in our Corporate Governance Statement |
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7.4 |
A listed entity should disclose whether it has any material exposure to 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 m aterial exposure to environmental and social risks at: our Annual Report at 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 |
☐ set out in our Corporate Governance Statement |
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Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY |
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8.1 |
The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (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 . |
☒ and we have disclosed a copy of the charter of the committee at : https://www.rml.com.au/corporate-governance/ and the information referred to in paragraphs (4) and (5) at: our Annual Report at https://www.rml.com.au/reports.html
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☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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8.2 |
A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
☒ and we have disclosed separately ou r remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: our Annual Report at https://www.rml.com.au/reports.html |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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8.3 |
A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it . |
☒ and we have disclosed our policy on this issue or a summary of it at: https://www.rml.com.au/corporate-governance/
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☐ set out in our Corporate Governance Statement OR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
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