BARYS RESOURCES LIMITED — Governance Information 2011

Jun 28, 2011

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CORPORATE GOVERNANCE STATEMENT

The Board of Mining Group Limited ("Company") is a strong advocate of corporate governance. The Board has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. To the extent they are applicable and appropriate for a company of Mining Group’s size and nature, the Company has adopted The ASX Corporate Governance Council's "Corporate Governance Principles and Recommendations 2nd edition" (Recommendations).

Principal
			Reason for
	Recommendation	Compliance
No			Non-compliance
1.1	Establish the functions reserved to the Board and those delegated to senior executives and disclose those functions.	The Board has adopted a formal board charter setting out the responsibilities of the Board. This charter can be accessed at the Company's website.	Comply
1.2	Disclose the process for evaluating the performance of senior executives.	The Remuneration Committee (or full Board in absence of Remuneration Committee) will oversee the performance evaluation of the executive team. This will be based on specific criteria, including the business performance of the Company, whether strategic objectives are being achieved and the development of management and personnel.	Comply
1.3	Provide the information indicated in the Guide to reporting on Principle 1.	The information will be disclosed in the Annual Report.	Comply
2.1	A majority of the Board should be independent of Directors.	The Board has considered the guidance to Principle 2: Structure the Board to Add Value and in particular, Box 2.1, which contains a list of "relationships affecting independent status". Currently the Company has one independent director, Mr Willesee and two non independent Directors, Mr Maurice, who acts in an executive capacity, and Ms Coates, who also provides company secretarial consulting services to the Company.	The Board considers that the composition of the Board is adequate for the Company’s current size and operations, and includes an appropriate mix of skills and expertise, relevant to the Company’s business.

173 MOUNTS BAY ROAD PERTH WESTERN AUSTRALIA 6000 TELEPHONE 08 9322 6424 FACSIMILE 08 9322 6778

www.mininggroup.net.au

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
2.2	The chair should be an independent Director.	The Chairman, Mr Willesee, is an independent Director.	Comply
2.3	The roles of Chair and Chief Executive Officer should not be exercised by the same individual.	The Company's Chairman and Managing Director is not the same person.	Comply
2.4	The Board should establish a Nomination Committee.	The Company currently does not have a separate Nomination Committee. The roles and responsibilities of a Nomination Committee are currently undertaken by the full Board. This charter can be assessed at the Company's website.	Given that the Board comprises only 3 Directors, the Board considers that no efficiencies or other benefits would be gained by establishing a separate committee. The Board has adopted a Nomination Committee Charter which it applies, as relevant.
2.5	Disclose the process for evaluating the performance of the Board, its committee and individual Directors.	The Nomination Committee (or full Board in absence of Nomination Committee) will arrange an annual performance evaluation of the Board, its Committees and individual Directors.	Comply

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
2.6	Provide the information indicated in the Guide to reporting on Principle 2.	The skills, experience and expertise relevant to the position held by each Director will be disclosed in the Directors' Report which forms part of the Annual Report. The Board consists of one independent Director, Mr Willesee, and two non-independent Directors, Mr Maurice and Ms Coates. The Directors are entitled to take independent professional advice at the expense of the Company. The period of office held by each Director will be disclosed in the Directors' Report which forms part of the Annual Report Board. A statement will be included in the Annual Report as to the mix of skills and diversity for which the Board is looking to achieve in membership of the Board.	Comply
3.1	Establish a code of conduct and disclose the code for a summary of the code as to: • the practice 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.	The Company has adopted a Code of Conduct, which can be accessed at the Company's website.	Comply

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
3.2	Establish a policy concerning diversity and disclose a 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 the objectives and the progress in achieving them.	The Company has adopted a Diversity Policy which can be accessed at the Company's website.	Comply
3.3	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.	The information will be disclosed in the Annual Report.	Comply
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organization, women in senior executive positions and women on the Board.	The information will be disclosed in the Annual Report.	Comply
3.5	Provide the information indicated in the Guide to reporting on Principle 3.	The information will be disclosed in the Annual Report.	Comply
4.1	The Board should establish an audit committee.	The Company currently does not have a separate Audit Committee. The roles and responsibilities of an Audit Committee are currently undertaken by the full Board. This charter can be assessed at the Company's website.	The role of the Audit Committee is carried out by the full Board. The Board considers that given its size and composition, no efficiencies or other benefits would be gained by establishing a separate committee. When considering audit related matters, the Board functions in accordance with its Audit Committee Charter. The Audit Committee Charter also provides that the Board may meet with the external auditor, without management present, as required.

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
4.2	The audit committee should be structured so that it: • consists only of Non- Executive Directors; consists of a majority Directors; • is chaired by an independent chair, who is not chair of the Board; • has at least three members.	The Company currently does not have a separate Audit Committee. The roles and responsibilities of an Audit Committee are currently undertaken by the full Board.	As above
4.3	The audit committee should have a formal charter.	The formal charter can be accessed at the Company's website.	Comply
4.4	Provide the information in the Guide to reporting on Principle 4.	The Audit Committee will meet at least twice in each year, before sign off of the annual and half year financial statements.	Comply
5.1	Establish written policies and procedures 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.	The Company has adopted a Continuous Disclosure Policy which can be accessed at the Company's website.	Comply

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
5.2	Provide the information indicated in the Guide to reporting on Principle 5.	The information will be disclosed in the Annual Report.	Comply
6.1	Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose that policy or a summary of that policy.	The Company has adopted a Shareholder Communications Strategy which can be accessed at the Company's website.	Comply
6.2	Provide the information indicated in the Guide to reporting on Principle 6.	The information will be disclosed in the Annual Report.	Comply
7.1	Establish policies for the oversight and management of material business risk and disclose a summary of those policies.	The Company has adopted a Risk Management Policy which can be accessed at the Company's website. This policy outlines the key material risks faced by the Company as identified by the Board.	Comply
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.	The Board has delegated to the Audit Committee responsibility for implementing the risk management system, while the responsibility for undertaking an assessing risk management and internal control effectiveness is delegated to management.	Comply

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
7.3	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.	The Board will receive assurance in the form of a declaration from the Managing Director and Chief Financial Officer (equivalent) as required by the Corporations Act.	Comply
7.4	Companies should provide the information indicated in the Guide to reporting on Principle 7.	The information will be disclosed in the Annual Report.	Comply
8.1	The Board should establish a Remuneration Committee.	The Company has not established a separate Remuneration Committee. The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	The role of the Remuneration Committee is carried out by the full Board. The Board considers that no efficiencies or other benefits would be gained by establishing a separate Remuneration Committee. However the Board has adopted a Remuneration Committee Charter, which it applies when convening as the Remuneration Committee. No Directors participate in any deliberations regarding their own remuneration or related issues.

Principal
	Recommendation	Compliance	Reason for
No			Non-compliance
8.2	The Remuneration Committee should be structured so that it: • consists of a majority of independent directors; • is chaired by an independent director; and • has at least three members.	The Company has not established a separate Remuneration Committee. The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	As above
8.3	Companies should clearly distinguish the structure of Non-Executive Directors' remuneration from that of Executive Directors and senior executives.	The structure of non- executive Directors' remuneration will be clearly distinguished from that of Executive Directors and senior executives, in the Directors' Report which will form part of the Annual Report.	Comply
8.4	Companies should provide the information indicated in the Guide to reporting on Principle 8.	The information will be disclosed in the Annual Report.	Comply