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ALARA RESOURCES LIMITED Governance Information 2016

Oct 2, 2016

64461_rns_2016-10-02_754990d8-fc42-4eec-a76e-3f5ada52ee54.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

ALARA RESOURCES LIMITED

ABN/ARBN ABN/ARBN Financialyearended
27 122 892 7195 30 June 2016

Our Corporate Governance Statement[2] for the above period above can be found at:[3]

  • these pages of our annual report: Not Applicable

  • this URL on our website:

- http://www.alararesources.com/corporate governance

The Corporate Governance Statement is accurate and up to date as at 30 September 2016 and has been approved by the Board.

The Annexure includes a key to where our corporate governance disclosures can be located.

Date here: 2 October 2016

==> picture [113 x 43] intentionally omitted <==

Sign here:

Director

Print name: Justin Richard

  • 1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

  • 2 “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.

  • 3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

2016 CORPORATE GOVERNANCE | 1

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

ANNEXURE

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(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.		 … the fact that we follow this recommendation:
�
in our Corporate Governance Statement
(CGS)
at Section 1.1 and 1.2 of CGS
… and information about the respective roles and
responsibilities of our board and management
(including those matters expressly reserved to the
board and those delegated to management):
at Section 1.1 and 1.2 of CGS		 Not Applicable
1.2 A listed entity should:
(a) undertake appropriate checks before
appointing a person, or putting
forward to security holders a
candidate 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.		 … the fact that we follow this recommendation:
�
in our Corporate Governance Statement
at Section 1.3 of CGS		 Not Applicable
1.3 A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.		 … the fact that we follow this recommendation:
�
in our Corporate Governance Statement
at Section 1.4 of CGS		 Not Applicable
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.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement
at Section 1.5 of CGS		 Not Applicable
1.5 A listed entity should:
(a) have a diversity policy which
includes requirements for the board
or a relevant committee of the board
to set measurable objectives for
achieving gender diversity and to
assess annually both the objectives
and the entity’s progress in
achieving them;
(b) disclose that policy or a summary of
it; and
(c) disclose as at the end of each
reporting period the measurable
objectives for achieving gender
diversity set by the board or a
relevant committee of the board in
accordance with the entity’s diversity
policy and its progress towards
achieving them and either:
(1) the respective proportions of
men and women on the board, in
senior executive positions and
across the whole organisation
(including how the entity has
defined “senior executive” for
these purposes); or
(2) if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality		 … the fact that we have a diversity policy that
complies with paragraph (a):
�in our Corporate Governance Statement
at Section 1.6 of CGS
… the measurable objectives for achieving gender
diversity set by the board or a relevant committee of
the board in accordance with our diversity policy and
our progress towards achieving them:
�in our Corporate Governance Statement
at Section 1.6 of CGS
… and the information referred to in paragraphs
(c)(1) or (2):
�
in our Corporate Governance Statement
at Section 1.6 of CGS		 Not Applicable

2016 CORPORATE GOVERNANCE | 2

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
Indicators”, as defined in and
published under that Act.
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, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.		 … the evaluation process referred to in paragraph
(a):
�
in our Corporate Governance Statement
at Section 1.7 of CGS
… and the information referred to in paragraph (b):
�
in our Corporate Governance Statement
at Section 1.7 of CGS		 Not Applicable
1.7 A listed entity should:
(a) have and disclose a process for
periodically evaluating the
performance of its senior executives;
and
(b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.		 … the evaluation process referred to in paragraph
(a):
�
in our Corporate Governance Statement
at Section 1.7 of CGS
… and the information referred to in paragraph (b):
�
in our Corporate Governance Statement
at Section 1.7 of CGS		 Not Applicable
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
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.		 [If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that
complies with paragraphs (1) and (2):
� in our Corporate Governance StatementOR
� at this location:
_____

Insert location here
… and a copy of thecharter of the committee:
� at this location:
http://www.alararesources.com/corporate-
governance
… and the information referred to in paragraphs (4)
and (5):
�
in our Corporate Governance Statement
at Section 2.2 of CGS

[If the entity complies with paragraph (b):]
… the fact that we do not have a nomination
committee and the processes we employ 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:
� in our Corporate Governance StatementOR
� at this location:
_____

Insert location here		 �
an explanation
why that is so in
our Corporate
Governance
Statement
Mr Phipps is the
only independent
director on the
board. Mr Jain is
not considered
independent
under the ASX
Corporate
Governance
Principles due to
his shareholding
in the Company.
Given the size of
the company, it is
not practicable to
employee
another non-
executive director
to create a
majority of
independent
directors on the
committee.

2016 CORPORATE GOVERNANCE | 3

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
2.2 A listed entity should have and disclose
a board skills matrix setting out the mix
of skills and diversity that the board
currently has or is looking to achieve in
its membership.		 … our board skills matrix:
�
in our Corporate Governance Statement
at Section 2.3 of CGS		 Not Applicable
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,
association 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, association or
relationship in question and an
explanation of why the board is of
that opinion; and
(c) the length of service of each director.		 … the names of the directors considered by the
board to be independent directors:
� in our Corporate Governance Statement
at Section 2.8 of CGS
… where applicable, the information referred to in
paragraph (b):
� in our Corporate Governance StatementOR
� at this location:
________
Insert location here
… the length of service of each director:
� in our Corporate Governance Statement
at Sections 1.4, 2.4, 2.5, 2.7 and 2.8 of CGS		 Not Applicable
2.4 A majority of the board of a listed entity
should be independent directors.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement		 Sections 2.1 and
2.8 of CGS
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.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 2.4 and 2.8 of CGS		 Not Applicable
2.6 A listed entity should have a program for
inducting new directors and provide
appropriate professional development
opportunities for directors to develop and
maintain the skills and knowledge
needed to perform their role as directors
effectively.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 2.9 of CGS		 Not Applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its
directors, senior executives and
employees; and
(b) disclose that code or a summary of
it.		 … our code of conduct or a summary of it:
� in our Corporate Governance Statement
at Sections 3.1 of CGS
and at this location:
http://www.alararesources.com/corporate-
governance		 Not Applicable
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
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;		 [If the entity complies with paragraph (a):]
… the fact that we have an audit committee that
complies with paragraphs (1) and (2):
� in our Corporate Governance StatementOR
� at this location:
________
Insert location here
… and a copy of thecharter of the committee:
� at this location:		 �
an explanation
why that is so in
our Corporate
Governance
Statement
Mr Phipps is the
only independent
director on the
board. Mr Jain is
not considered

2016 CORPORATE GOVERNANCE | 4

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
(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.		 http://www.alararesources.com/corporate-
governance
… and the information referred to in paragraphs (4)
and (5):
� in our Corporate Governance StatementOR
� at this location:
at Section 4.1 of CGS
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee
and the processes we employ that independently
verify and safeguard the integrity of our corporate
reporting, including the processes for the
appointment and removal of the external auditor and
the rotation of the audit engagement partner:
� in our Corporate Governance StatementOR
� at this location:
________
Insert location here		 independent
under the ASX
Corporate
Governance
Principles due to
his shareholding
in the Company.
Given the size of
the company, it is
not practicable to
employee
another non-
executive director
to chair the audit
committee and
create a majority
of independent
directors on the
committee.
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.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 4.2 of CGS		 Not Applicable
4.3 A 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 the audit.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 4.3 of CGS		 Not Applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying
with its continuous disclosure
obligations under the Listing Rules;
and
(b) disclose that policy or a summary of
it.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 5.1 of CGS		 Not Applicable

2016 CORPORATE GOVERNANCE | 5

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information
about itself and its governance to
investors via its website.		 … information about us and our governance on our
website:
� at this location:
http://alararesources.com/irm/content/company-
overview-and-strategy.aspx
http://alararesources.com/irm/content/mission-
statement-and-core-values.aspx
http://www.alararesources.com/corporate-
governance		 Not Applicable
6.2 A listed entity should design and
implement an investor relations program
to facilitate effective two-way
communication with investors.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 6.1 of CGS		 Not Applicable
6.3 A listed entity should disclose the
policies and processes it has in place to
facilitate and encourage participation at
meetings of security holders.		 … our policies and processes for facilitating and
encouraging participation at meetings of security
holders:
� in our Corporate Governance Statement
at Sections 6.2 of CGS		 Not Applicable
6.4 A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and its
security registry electronically.		 … the fact that we follow this recommendation:
� in our Corporate Governance Statement
at Sections 6.1 of CGS		 Not Applicable
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
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.		 [If the entity complies with paragraph (a):]
… the fact that we have a committee or committees
to oversee risk that comply with paragraphs (1) and
(2):
� in our Corporate Governance Statement
at Section 7.1 of CGS
refer also :
Audit Committee Charter
… and a copy of the charter of the committee:
� at this location:
_____
Insert location here_
… and the information referred to in paragraphs (4)
and (5):
� in our Corporate Governance StatementOR
� at this location:
__________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or
committees that satisfy (a) and the processes we
employ for overseeing our risk management
framework:
� in our Corporate Governance Statement
at Sections 7.1 of CGS		 Not Applicable

2016 CORPORATE GOVERNANCE | 6

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
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
(b) disclose, in relation to each reporting
period, whether such a review has
taken place.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
� at this location:
_______
Insert location here		 �
an explanation
why that is so in
our Corporate
Governance
Statement
The Audit
Committee did
not review the
Company’s risk
management
framework during
the period–a
review is
scheduled to
occur in
November 2016
so that the Audit
Committee can
satisfy itself that
the Company’s
risk management
framework
continues to be
sound.
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 risk management
and internal control processes.		 [If the entity complies with paragraph (a):]
… how our internal audit function is structured and
what role it performs:
� in our Corporate Governance StatementOR
� at this location:
_______
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit
function and the processes we employ for evaluating
and continually improving the effectiveness of our
risk management and internal control processes:
� in our Corporate Governance Statement
at Section 7.3 of CGS		 Not Applicable
7.4 A listed entity should disclose whether it
has any material exposure to economic,
environmental and social sustainability
risks and, if it does, how it manages or
intends to manage those risks.		 … whether we have any material exposure to
economic, environmental and social sustainability
risks and, if we do, how we manage or intend to
manage those risks:
� in our Corporate Governance Statement
at Section 7.2 of CGS		 Not Applicable
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
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		 If the entity complies with paragraph (a):
… the fact that we have a remuneration committee
that complies with paragraphs (1) and (2):
� in our Corporate Governance StatementOR
� at this location:
_______
Insert location here
… and a copy of thecharter of the committee:
� at this location:		 �
an explanation
why that is so in
our Corporate
Governance
Statement
Mr Phipps is the
only independent
director on the
board. Mr Jain is
not considered
independent

2016 CORPORATE GOVERNANCE | 7

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Alara Resources Limited A.B.N. 27 122 892 719

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the
recommendation
in full for the
whole of the
period above. We
have disclosed …
(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.		 http://www.alararesources.com/corporate-
governance
… and the information referred to in paragraphs (4)
and (5):
�
in our Corporate Governance Statement
at Section 8.1 of CGS

[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration
committee and the processes we employ for setting
the level and composition of remuneration for
directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
� in our Corporate Governance StatementOR
� at this location:
_______
Insert location here		 under the ASX
Corporate
Governance
Principles due to
his shareholding
in the Company.
Given the size of
the company, it is
not practicable to
employee
another non-
executive director
to create a
majority of
independent
directors on the
committee.
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.		 … separately our remuneration policies and practices
regarding the remuneration of non-executive
directors and the remuneration of executive directors
and other senior executives:
� in our Corporate Governance Statement
at Section 8.2 of CGS
and in the Remuneration Report within the 2016
Annual Report (at pages 14 to 20)		 Not Applicable
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.		 … our policy on this issue or a summary of it:
� in our Corporate Governance Statement
at Section 8.3 of CGS
and Securities Trading Policy
at
http://www.alararesources.com/corporate-
governance		 Not Applicable

2016 CORPORATE GOVERNANCE | 8

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