AVIRA RESOURCES LTD — Governance Information 2013

Jan 6, 2013

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ABN: 38 131 715 645 MGT Resources Limited

**CORPORATE

GOVERNANCE
STATEMENT**

Adopted
on
10
October
2012

INTRODUCTION

MGT
Resources
Limited
ACN
131
715
645
( Company )
has
adopted
a
comprehensive
system
of control
and
accountability
as
the
basis
for
the
administration
of
corporate
governance.

The
board
of
directors
of
the
Company
( Board )
is
committed
to
the
principles
underpinning
good corporate
governance,
applied
in
a
manner
which
is
most
suited
to
the
Company,
and
to
best addressing
the
Company's
directors'
( Directors )
accountability
to
shareholders
and
other stakeholders.

The
Company’s
corporate
governance
principles
and
policies
are
structured
with
reference
to
the ASX
Corporate
Governance
Council’s
Corporate
Governance
Principles
and
Recommendations
(2nd edition)
with
2010
Amendments
( ASX
Corporate
Governance Principles ),
which
are
as
follows:

Recommendation
1 Lay
solid
foundations
for
management
and
oversight Recommendation
2 Structure
the
board
to
add
value Recommendation
3 Promote
ethical
and
responsible
decision
making Recommendation
4 Safeguard
integrity
in
financial
reporting Recommendation
5 Make
timely
and
balanced
disclosure Recommendation
6 Respect
the
rights
of
shareholders Recommendation
7 Recognise
and
manage
risk Recommendation
8 Remunerate
fairly
and
responsibly

In
accordance
with
recommendations
of
the
ASX,
information
published
on
the
Company’s
website includes
charters
of
the
Board
and
its
subcommittees,
codes
of
conduct
and
other
policies
and procedures
relating
to
the
Board
and
its
responsibilities.
The
following
policies
and
procedures
have been
implemented
and
are
available
in
full
on
the
Company
website
at www.mgt.net.au:

• Code
  of
  Conduct;

• Board
  Charter;

• Nomination
  and
  Remuneration
  Policy;

• Continuous
  Disclosure
  Policy
  and
  Shareholder
  Communications
  Policy;

• Audit
  and
  Risk
  Management
  Committee
  Policy;

• Share
  Trading
  Policy;
  and

• Diversity
  Policy.

The
ASX
Corporate
Governance
Principles
are
not
prescriptive
regarding
the
conduct
of
ASX
listed companies.
Rather,
an
ASX
listed
company
is
required
to
disclose
the
reasons
why
it
is
not
complying

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ABN: 38 131 715 645 MGT Resources Limited

fully
with
its
obligations
under
the
ASX
Corporate
Governance
Principles.
This
Corporate
Governance Statement
serves
to
disclose
the
measures
undertaken
by
the
Company
to
comply
with
the
ASX Corporate
Governance
Principles
and
to
disclose
the
extent
to
which
the
Company
is
not
yet
fully complying
with
those
principles
and
recommendations.
To
the
extent
that
they
are
relevant
to
the organisation,
the
Company
has
adopted
the
eight
ASX
Corporate
Governance
Principles.

As
a
measure
of
its
stated
commitment
to
good
corporate
governance
principles,
the
Board
will continue
to
review
and
continually
improve
its
governance
practices
and
monitor
developments
in good
corporate
governance.

Adopted ü Not

adopted x

PRINCIPLE

**Principle

1:
Lay
solid
foundations
for
management
and
oversight**

Companies
should
establish
and
disclose
the
respective
roles
and
responsibilities of
board
and
management.

**Recommendation

1.1:**

ü

ü

Companies
should
establish
the
functions
reserved
to
the
board
and
those
delegated
to
senior executives
and
disclose
those
functions.

Disclosure:

The
Company
has
adopted
a
Board
Charter,
which
sets
out
the
specific
responsibilities
of
the
Board. A
summary
of
the
Board
Charter
is
available
on
the
Company's
website
at
www.mgt.net.au
under the
section
marked
"Corporate
Governance".

ü

**Recommendation

1.2:**

Companies
should
disclose
the
process
for
evaluating
the
performance
of
senior
executives.

Disclosure:

The
Board
Charter
states
that
the
Board
will
review
the
performance
of
all
senior
executives
on
an ongoing
basis.

ü

**Recommendation

1.3:**

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
1.

Disclosure:

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x

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ABN: 38 131 715 645 MGT Resources Limited

The
Company
will
disclose
any
departures
from
Principles
1.1,
1.2
and
1.3
of
the
ASX
Corporate Governance
Principles
(if
any)
in
future
annual
reports.

PRINCIPLE

**Principle

2:
Structure
the
board
to
add
value**

x

Companies
should
have
a
board
of
effective
composition,
size
and
commitment
to
adequately discharge
its
responsibilities
and
duties.

**Recommendation

2.1:**

A
majority
of
the
board
should
be
independent
directors.

Disclosure :

The
Board
currently
comprises
three
(3)
non-­‐executive
Directors
and
two
(2)
executive
Directors.
Of the
five
Directors,
only Mr
Robert
Vagnoni,
a
non-­‐executive
Director
is
considered
as
independent.

The
composition
of
the
Board
has
been
determined
in
accordance
with
the
following
framework:

• § the
  Company’s
  Constitution
  provides
  for
  the
  number
  of
  Directors
  to
  be
  not
  less
  than
  three (3)
  and
  not
  more
  than
  ten
  (10)
  as
  determined
  by
  the
  Directors
  from
  time
  to
  time;

• § consistent
  with
  the
  Company's
  objective
  that
  the
  Board
  should
  encompass
  a
  broad
  range
  of relevant
  expertise,
  the
  present
  Board
  comprises
  Directors
  with
  a
  range
  of
  diverse
  skills, qualifications
  and
  experience
  as
  more
  fully
  detailed
  in
  the
  Company’s
  Annual
  Report.

There
is
no
shareholding
requirement
imposed
upon
Directors
under
the
Company’s
Constitution. However,
all
of
the
Directors
do
hold
shares
in
the
Company.
Details
of
all
holdings
by
Directors
are detailed
within
the
Directors’
Report.

A
Director
will
be
considered independent where
he
or
she:

• is
  not
  a
  substantial
  shareholder
  of
  the
  Company
  or
  an
  officer
  of,
  or
  otherwise
  associated directly
  with
  a
  substantial
  shareholder
  of
  the
  Company;

• has
  not,
  within
  the
  last
  3
  years,
  been
  employed
  in
  an
  executive
  capacity
  by
  the
  Company or
  another
  group
  member,
  or
  been
  a
  Director
  after
  ceasing
  to
  hold
  any
  such
  employment;

• has
  not,
  within
  the
  last
  3
  years,
  been
  a
  principal
  of
  a
  material
  professional
  adviser
  or
  a material
  consultant
  to
  the
  Company
  or
  another
  group
  member,
  or
  an
  employee
  materially associated
  with
  the
  service
  provided;

• is
  not
  a
  material
  supplier
  or
  customer
  of
  the
  Company
  or
  other
  group
  member,
  or
  an officer
  of
  or
  otherwise
  associated,
  directly
  or
  indirectly,
  with
  a
  material
  supplier
  or customer;

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ABN: 38 131 715 645 MGT Resources Limited

• has
  no
  material
  contractual
  relationship
  with
  the
  Company
  other
  than
  as
  a
  Director;

• has
  not
  served
  on
  the
  Board
  for
  a
  period
  which
  could,
  or
  could
  reasonably
  be
  perceived
  to, materially
  interfere
  with
  the
  Director’s
  ability
  to
  act
  in
  the
  best
  interests
  of
  the
  Company; and

• is
  free
  from
  any
  interest
  and
  any
  business
  or
  other
  relationship
  which
  could,
  or
  could reasonably
  be
  perceived
  to,
  materially
  interfere
  with
  the
  Director’s
  ability
  to
  act
  in
  the best
  interests
  of
  the
  Company.

Materiality
is
assessed
on
a
case
by
case
basis
by
reference
to
the
Director’s
individual
circumstances rather
than
general
materiality
thresholds.
The
Board
has
made
its
own
assessment
to
determine the
independence
of
each
Director
on
the
Board.
It
is
the
Board’s
view
that
only
Mr
Robert
Vagnoni is
considered
an
independent
non-­‐executive
Director.

In
view
of
the
size
of
the
Company
and
the
nature
of
its
activities,
the
Board
considers
that
the current
mix
of
skills,
qualifications
and
experience
on
the
Board
is
consistent
with
the
Company's current
circumstances
and
its
long-­‐term
interests.
The
Board
will
continue
to
consider
the requirement
for
independent
Directors
in
the
context
of
the
Company’s
then
existing
circumstances and
communicated
long
term
objectives.

The
Board
has
established
criteria
for
assessing
the
independence
of
its
Directors.

**Recommendation

2.2:**

x

The
chair
should
be
an
independent
director.

Disclosure :

The
Company's
Chairman,
Jonathan
Back,
is
an
executive
Director
appointed
by
the
Board.

The
Board
has
considered:

• § whether
  it
  would
  be
  beneficial
  to
  appoint
  a
  lead
  independent
  Director;

• § other
  positions
  held
  by
  the
  existing
  chair
  and
  the
  other
  non-­‐executive
  Directors
  and
  the
  time that
  each
  Director
  is
  able
  to
  devote
  to
  the
  Company;
  and

• § the
  skills,
  qualifications
  and
  experience
  of
  the
  existing
  non-­‐executive
  Directors.
  The
  Board having
  taken
  these
  circumstances
  into
  account
  has
  determined
  that
  it
  is
  not
  appropriate
  for the
  Company
  at
  this
  time
  to
  adopt
  Recommendation
  2.2
  to
  appoint:

• § a
  lead
  independent
  Director;
  or

• § an
  independent
  chairman.

The
Board
will
continue
to
assess
the
requirements
of
this
recommendation
in
the
context
of
the Company’s
individual
circumstances
and
its
communicated
long
term
objectives.

**Recommendation

2.3:**

x

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ABN: 38 131 715 645 MGT Resources Limited

The
roles
of
chair
and
chief
executive
officer
should
not
be
exercised
by
the
same
individual.

Disclosure :

The
roles
of
the
chair
and
chief
executive
officer
are
exercised
by
Jonathan
Back.
Given
the
current size
and
structure
of
the
Board
and
the
current
circumstances
of
the
Company,
the
Board
has elected
not
to
adopt
Recommendation
2.3.

**Recommendation

2.4:**

x

The
board
should
establish
a
nomination
committee.

Disclosure:

The
full
Board
considers
those
matters
that
would
usually
be
the
responsibility
of
a
nomination committee.

Given
the
size
of
the
Board
and
the
Company's
current
circumstances,
the
Board
considers
that
no efficiencies
or
other
benefits
would
be
gained
by
establishing
a
separate
committee.
Items
that
are usually
required
to
be
discussed
by
a
Nomination
Committee
are
marked
as
separate
agenda
items at
Board
meetings
when
required.
When
the
Board
convenes
as
the
Nomination
Committee
it
will operate
under
the
Nomination
and
Remuneration
Policy.
The
Nomination
and
Remuneration
Policy provides
for
the
Board
to
meet
at
least
annually
and
otherwise
as
required.

ü

**Recommendation

2.5:**

Companies
should
disclose
the
process
for
evaluating
the
performance
of
the
board,
its
committees and
individual
directors.

Disclosure:

The
full
Board,
in
its
capacity
as
the
Nomination
Committee,
is
responsible
for
evaluating
the performance
of
the
Board,
its
committees
and
individual
Directors.
The
Board,
committees
and individual
Directors
will
be
evaluated
annually
by
way
of
informal
meetings.
If
required,
the
Board may
also
engage
the
services
of
independent
performance
evaluation
consultants
to
assist
in
the evaluation
of
all
or
some
of
its
Directors.

**Recommendation

2.6:**

ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
2.

Disclosure:

It
is
the
Board’s
view
that
Mr
Robert
Vagnoni
is
the
only
independent
non-­‐executive
Director.

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ABN: 38 131 715 645 MGT Resources Limited

The
current
Chairman
and
chief
executive
officer,
Jonathan
Back,
is
an
executive
Director
appointed by
the
Board.

In
view
of
the
size
of
the
Company
and
the
nature
of
its
activities,
the
Board
considers
that
the current
mix
of
skills,
qualifications
and
experience
on
the
Board
is
consistent
with
the
current circumstances
and
the
long-­‐term
interests
of
the
Company.

To
assist
Directors
to
make
independent
judgements,
it
is
the
Board's
policy
that
the
Directors
may seek
independent
professional
advice
at
the
Company's
expense,
subject
to
prior
consultation
with the
Chair
of
the
Board.

The
full
Board
carries
out
the
role
of
the
Nomination
Committee.

To
assist
the
Board
to
fulfil
its function
as
the
Nomination
Committee,
it
has
adopted
a
Nomination
and
Remuneration
Policy, which
is
publicly
available
on
the
Company's
website
under
the
section
marked
"Corporate Governance".

The
Board
recognises
that
Board
renewal
is
critical
to
performance
and
the
impact
of
Board
tenure on
succession
planning.
The
process
for
re-­‐election
of
a
Director
is
in
accordance
with
the Company’s
Constitution,
which
requires
that
each
year,
at
least
one-­‐third
of
the
Directors
(excluding the
Managing
Director)
retire
from
office
at
the
Annual
General
Meeting.
The
retiring
Directors
may be
eligible
for
re-­‐election.

The
Company
will
provide
an
explanation
of
any
departures
from
Principles
and
Recommendations 2.1,
2.2,
2.3,
2.4
or
2.5
of
the
ASX
Corporate
Governance
Principles
(if
any)
in
its
future
annual reports.

Principle
3: Promote
ethical
and
responsible
decision-­‐making Companies
should
actively
promote
ethical
and
responsible
decision-­‐making.

**Recommendation

3.1:**

ü ü

Companies
should
establish
a
code
of
conduct
and
disclosure
the
code
or
a
summary
of
the
code
as to:

• the
  practices
  necessary
  to
  maintain
  confidence
  in
  the
  company’s
  integrity

• the
  practices
  necessary
  to
  take
  into
  account
  their
  legal
  obligations and
  the
  reasonable
  expectations
  of
  their
  stakeholders

• the
  responsibility
  and
  accountability
  of
  individuals
  for
  reporting
  and investigating
  reports
  of
  unethical
  practices

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Disclosure :

The
Board
has
adopted
a
Code
of
Conduct
which
is
available
on
the
Company's
website
at www.mgt.net.au
under
the
section
marked
"Corporate
Governance".

**Recommendation

3.2:**

ü

Companies
should
establish
a
policy
concerning
diversity
and
disclose
the
policy
or
a
summary
of that
policy.
The
policy
should
include
requirements
for
the
board
to
establish
measurable
objectives for
achieving
gender
diversity
and
for
the
board
to
assess
annually
both
the
objectives
and
progress in
achieving
them.

Disclosure:

The
Board
has
adopted
a
Diversity
Policy
which
is
available
on
the
Company's
website
at www.mgt.net.au
under
the
section
marked
"Corporate
Governance".
To
comply
with
the
Diversity Policy,
the
Board
must
establish
measurable
objectives
for
achieving
diversity
(including
gender diversity)
in
its
personnel,
senior
executives
and
Directors.

**Recommendation

3.3:**

ü

Companies
should
disclose
in
each
annual
report
the
measurable
objectives
for
achieving
gender diversity
set
by
the
board
in
accordance
with
the
diversity
policy
and
progress
towards
achieving them.

Disclosure:

The
Board
has
not
yet
set
measurable
objectives
for
achieving
gender
diversity.
The
Directors
are
in the
process
of
collecting
information
to
enable
them
to
set
meaningful,
measurable
objectives
which are
appropriate
to
the
size
of
the
Company
and
the
Company's
current
operational
needs
and
taking into
account
the
prevailing
labour
market.

The
Company’s
annual
report
will
include
the
measurable
objectives
that
the
Board
has
set
for achieving
gender
diversity
in
accordance
with
the
Diversity
Policy
and
the
progress
the
Company
has made
towards
achieving
those
objectives.

ü

**Recommendation

3.4:**

Companies
should
disclose
in
each
annual
report
the
proportion
of
women
employees
in
the
whole organisation,
women
in
senior
executive
positions
and
women
on
the
board.

Disclosure:

The
Company’s
annual
report
will
include
the
proportion
of
woman
employees
within
the organisation
as
a
whole
and
in
senior
positions
within
the
Company,
together
with
the
measurable objectives
set
by
the
Board
and
the
Company's
progress
towards
achieving
these
objectives.

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**Recommendation

3.5:**

ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
3.

Disclosure:

The
Company
will
disclose
any
departures
from
ASX
Corporate
Governance
Principles
3.1,
3.2,
3.3, 3.4
or
3.5
(if
any)
in
its
future
annual
reports.

Principle
4: Safeguard
integrity
in
financial
reporting. x

Companies
should
have
a
structure
to
independently
verify
and
safeguard
the integrity
of
their
financial
reporting

Recommendation
4.1: x The
board
should
establish
an
audit
committee. Recommendation
4.2: x

The
audit
committee
should
be
structured
so
that
it:

• -­‐
  consists
  only
  of
  non-­‐executive
  directors

• -­‐
  consists
  of
  a
  majority
  of
  independent
  directors

• -­‐
  is
  chaired
  by
  an
  independent
  chair,
  who
  is
  not

• chair
  of
  the
  board

• -­‐
  has
  at
  least
  three
  members

**Disclosure

for
Principles
and Recommendations
4.1
and
4.2:**

The
Company
does
not
comply
with
Principles
4.1
and
4.2
of
the
ASX
Corporate
Governance Principles
regarding
the
establishment
and
composition
of
an
audit
committee.
The
Board
will, however,
continue
to
monitor
the
requirements
of
these
ASX
Corporate
Governance
Principles
in the
context
of
the
Company’s
position
and
circumstances
at
the
relevant
time.

Reflecting
the
relative
small
size
of
the
Company,
the
Board
remains
responsible
for
the:

• § review
  of
  the
  annual
  and
  half
  yearly
  financial
  reporting
  carried
  out
  by
  the
  Company;

• § review
  of
  the
  accounting
  policies
  of
  the
  Company;

• § review
  the
  scope
  and
  operation
  of
  audit
  programmes
  conducted
  by
  the
  internal
  and
  external auditors
  and
  any
  material
  issues
  arising
  from
  these
  audits;

• § oversight
  of
  the
  independence
  of
  the
  external
  auditors
  and
  the
  procedure
  for
  the
  rotation
  of audit
  partners;
  and

• § the
  preparation
  of
  the
  report
  to
  the
  Board
  on
  the
  effectiveness
  of
  the
  Company’s
  systems
  of accounting
  and
  internal
  controls.

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• § the
  sufficiency
  of,
  and
  compliance
  with,
  ethical
  guidelines
  and
  Company
  policies
  affecting corporate
  governance,
  financial
  reporting
  and
  corporate
  control,
  together
  with
  compliance
  with the
  law;

• § identification
  of
  the
  full
  range
  of
  actual
  and
  potential
  risk
  exposures
  which
  are
  material
  to
  the Company
  and
  its
  business;
  and

• § the
  effectiveness
  of
  the
  Company's
  risk
  management
  systems
  and
  strategies.

**Recommendation

4.3:**

The
audit
committee
should
have
a
formal
charter.

ü

Disclosure :

The
Company
has
an
Audit
and
Risk
Management
Committee
Policy,
a
copy
of
which
is
available
on the
Company's
website
at www.mgt.net.au
under
the
section
marked
"Corporate
Governance".

**Recommendation

4.4:**

ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principal
4.

Disclosure :

The
Company
will
disclose
any
departures
from
Principles
4.1,
4.2,
4.3
or
4.4
of
the
ASX
Corporate Governance
Principles
(if
any)
in
its
future
annual
reports.

ü

**Principle

5: Make
timely
and
balanced
disclosure.**

Companies
should
promote
timely
and
balanced
disclosure
of
all
material
matters
concerning
the company

ü

**Recommendation

5.1:**

Companies
should
establish
written
policies
designed
to
ensure
compliance
with
ASX
Listing
Rule disclosure
requirements
and
to
ensure
accountability
at
a
senior
executive
level
for
that
compliance and
disclose
those
policies
or
a
summary
of
those
policies.

Disclosure:

The
Board
has
adopted
a
Continuous
Disclosure
and
Shareholder
Communications
Policy
and
has designated
the
Company
Secretary
as
the
person
responsible
for
overseeing
and
coordinating disclosure
of
information
to
the
ASX
as
well
as
communicating
with
the
ASX.
A
copy
of
the Company’s
Continuous
Disclosure
Policy
and
Shareholder
Communications
Policy
is
available
on
the Company
website.

**Recommendation

5.2:**

ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
5

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ABN: 38 131 715 645 MGT Resources Limited

Disclosure:

The
Company
will
disclose
any
departures
from
Principles
5.1
and
5.2
of
the
ASX
Corporate Governance
Principles
(if
any)
in
its
future
annual
reports.

Principle
6: Respect
the
rights
of
shareholders.

Companies
should
respect
the
rights
of
shareholders
and
facilitate
the
effective
exercise of
those
rights

**Recommendation

6.1:**

ü

ü

Companies
should
design
a
communications
policy
for
promoting
effective
communication
with shareholders
and
encouraging
their
participation
at
general
meetings
and
disclose
their
policy
or
a summary
of
that
policy.

Disclosure:

The
Company
respects
the
rights
of
its
shareholders
and,
to
facilitate
the
effective
exercise
of
those rights,
the
Company
has
established
its
Continuous
Disclosure
and
Shareholder
Communications Policy.
This
policy
is
intended
to
ensure
that
the
Company
communicates
effectively
with
its shareholders.
The
Continuous
Disclosure
and
Shareholder
Communications
Policy
ensures
that shareholders
are
provided
with
ready
access
to
balanced
and
understandable
information
about
the Company.
A
summary
of
the
Company's
Continuous
Disclosure
and
Shareholder
Communications Policy
is
available
on
the
Company's
website
at
www.mgt.net.au
under
the
section
marked "Corporate
Governance".

**Recommendation

6.2:**

ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
6.

Disclosure:

The
Company
will
disclose
any
departures
from
Principles
6.1
and
6.2
of
the
ASX
Corporate Governance
Principles
(if
any)
in
its
future
annual
reports.

Principle
7: Recognise
and
manage
risk ü

Companies
should
establish
a
sound
system
of
risk
oversight
and
management and
internal
control

**Recommendation

7.1:**

ü

Companies
should
establish
policies
for
the
oversight
and
management
of
material
business
risks and
disclose
a
summary
of
those
policies.

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ABN: 38 131 715 645 MGT Resources Limited

Disclosure:

The
Company
has
established
an
Audit
and
Risk
Management
Committee
Policy
and
a
copy
of
the Audit
and
Risk
Management
Committee
Policy
is
available
on
the
Company's
website
at www.mgt.net.au under
the
section
marked
"Corporate
Governance".

ü

**Recommendation

7.2:**

The
board
should
require
management
to
design
and
implement
the
risk
management
and
internal control
system
to
manage
the
company’s
material
business
risks
and
report
to
it
on
whether
those risks
are
being
managed
effectively.
The
board
should
disclose
that
management
has
reported
to
it as
to
the
effectiveness
of
the
company’s
management
of
its
material
business
risks.

Disclosure:

The
full
Board
currently
comprises,
and
performs
the
obligations
of,
the
Audit
and
Risk
Management Committee.
The
Company
has
adopted
systematic
processes
for
the
identification,
analysis, evaluation,
treatment,
monitoring
and
review
of
the
material
business
risks
it
faces.
These
risks
are outlined
in
the
Company’s
Audit
and
Risk
Management
Committee
Policy.

At
each
of
the
Board
meetings,
the
Managing
Director/Chief
Executive
Officer,
Finance
Manager
and Company
Secretary
are
required
to
provide
assurances
to
the
Board
as
to
the
effectiveness
of
the systems
in
place
for
the
management
of
the
material
risks
to
the
Company
and
its
business. Periodically,
the
Board
and
senior
managers
undertake
a
strategic
risk
assessment
workshop
to reassess
the
Company's
material
risks
and
determine
whether
the
current
controls
are
adequate
and effective.

**Recommendation

7.3:**

ü

The
board
should
disclose
whether
it
has
received
assurance
from
the
chief
executive
officer
(or equivalent)
and
the
chief
financial
officer
(or
equivalent)
that
the
declaration
provided
in
accordance with
section
295A
of
the
Corporations
Act
is
founded
on
a
sound
system
of
risk
management
and internal
control
and
that
the
system
is
operating
effectively
in
all
material
respects
in
relation
to financial
reporting
risks.

Disclosure:

Once
the
Company
is
listed
on
the
ASX,
the
Board
intends
to
seek
written
assurances
from
the Managing
Director
and
CFO
(or
equivalent)
that
the
declaration
provided
in
accordance
with
section 295A
of
the
Corporations
Act
is
founded
on
a
sound
system
of
risk
management
and
internal
control and
that
the
system
is
operating
effectively
in
all
material
respects
in
relation
to
financial
reporting.

ü

**Recommendation

7.4:**

Companies
should
provide
information
indicated
in
the
Guide
to
reporting
on
Principle
7.

Disclosure:

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ABN: 38 131 715 645 MGT Resources Limited

The
Company
will
disclose
any
departures
from
Principles
7.1,
7.2,
7.3
or
7.4
of
the
ASX
Corporate Governance
Principles
(if
any)
in
its
future
annual
reports.

Principle 8: Remunerate fairly and responsibly	x
Companies should ensure that the level and composition of remuneration is sufficient and
reasonable and that its relationship to performance is clear.
Recommendation 8.1:	x
The board should establish a remuneration committee.
Recommendation 8.2:	x
The remuneration committee should be structured so that it:
- consists of a majority of independent directors;
- is chaired by an independent chair;
- has at least three members.

**Disclosure

for Principles
and Recommendations
8.1
and
8.2**

The
Company
has
not
established
a
separate
Remuneration
Committee.

Given
the
size
of
the
Board
and
the
Company's
current
operations,
the
Board
considers
that
no efficiencies
or
other
benefits
would
be
gained
by
establishing
a
separate
committee.
Items
that
are usually
required
to
be
discussed
by
a
Remuneration
Committee
are
marked
as
separate
agenda items
at
Board
meetings
when
required.
When
the
Board
convenes
as
the
Remuneration
Committee it
will
operate
as
the
Remuneration
Committee
under
the
Nomination
and
Remuneration
Policy.
The Nomination
and
Remuneration
Policy
provides
for
the
Board
to
meet
at
least
annually
as
the Remuneration
Committee
and
otherwise
as
required.

Under
the
Nomination
and
Remuneration
Policy,
the
role
of
the
Board
(when
convening
as
the Remuneration
Committee)
is
to
review
the
Company's
remuneration
practices
and
policies
and
to establish
appropriate
remuneration
levels,
including
incentive
policies
for
Directors
and
senior executives.

ü

**Recommendation

8.3:**

Companies
should
clearly
distinguish
the
structure
of
non-­‐executive
directors’
remuneration
from that
of
executive
directors
and
senior
executives.

Disclosure:

As
noted
above,
the
full
Board
performs
the
function
of
the
Remuneration
Committee.
To
assist
the

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ABN: 38 131 715 645 MGT Resources Limited

Board
to
fulfil
this
function,
it
has
adopted
a
Nomination
and
Remuneration
Policy,
a
copy
of
which
is available
on
the
Company's
website
at www.mgt.net.au under
the
section
marked
"Corporate Governance".

The
explanation
for
departure
set
out
under
Recommendation
8.1
above
explains
how
the
functions of
the
Remuneration
Committee
are
performed.
There
are
no
termination
or
retirement
benefits
for non-­‐executive
Directors
(other
than
for
superannuation).

The
Nomination
and
Remuneration
Policy
requires
that
the
Board
will
distinguish
the
structure
of non-­‐executive
Directors’
remuneration
from
that
of
executive
Directors
and
senior
executives.

Recommendation
8.4: ü

Companies
should
provide
the
information
indicated
in
the
Guide
to
reporting
on
Principle
8.

The
Company
will
disclose
any
departures
from
Principles
8.1,
8.2,
8.3
or
8.4
of
the
ASX
Corporate Governance
Principles
(if
any)
in
its
future
annual
reports.

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