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DALAROO METALS LTD Governance Information 2021
64756_rns_2021-10-27_fd6777bc-8140-47a0-87e7-0bd8ebd42972.pdf
Governance Information
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ASX Announcement: (ASX:DAL)
8 November 2021
APPENDIX 4G AND 2021 CORPORATE GOVERNANCE STATEMENT
In accordance with Listing Rules 4.7.3, 4.7.4 and 4.10.3, Dalaroo Metals Ltd (ASX: DAL) ('DAL" or the 'Company") includes its Appendix 4G and 2021 Corporate Governance Statement.
This announcement was authorised for release to ASX by the Board of Dalaroo Metals Ltd.
For more information about Dalaroo Metals Ltd and its projects please visit our web site at www.dalaroometals.com.au
For further information, please contact:
Harjinder Kehal Managing Director +61 8 6360 902 [email protected]
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
DALAROO METALS LTD
ABN/ARBN
23 648 476 699
Financial year ended:
30 June 2021
Our corporate governance statement1 for the period above can be found at:2
- These pages of our П annual report:
- $\boxtimes$ This URL on our website:
https://www.dalaroometals.com.au/corporate-governance/
The Corporate Governance Statement is accurate and up to date as at 25 October 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 26 October 2021
Name of authorised officer authorising lodgement:
David Peterson - Company Secretary
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
See notes 4 and 5 below for further instructions on how to complete this form.
<sup>1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
<sup>3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
| x4G -- האמרי טווסטי |
Principles and Recommendation- |
|---|---|
| Key to Disclosures Corporate Governance Counc. | |
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | 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, 4 we have followed the |
recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
|
|---|---|---|---|
| PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| $\overline{\phantom{0}}$ | those matters expressly reserved to the board and those A listed entity should have and disclose a board charter setting the respective roles and responsibilities of its board and delegated to management. management; and $\widehat{a}$ $\Theta$ |
https://www.dalaroometals.com.au/corporate- and we have disclosed a copy of our board charter at: governance/ [insert location] ⊠ |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable $\Box$ ┚ |
| 1.2 | undertake appropriate checks before appointing a director or possession relevant to a decision on whether or not to elect senior executive or putting someone forward for election as provide security holders with all material information in its or re-elect a director. A listed entity should: a director; and $\widehat{a}$ $\widehat{e}$ |
$\boxtimes$ | we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable $\Box$ |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
$\boxtimes$ | we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable $\Box$ |
| $\dot{7}$ | 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. |
$\boxtimes$ | we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location governance/charters/").
6 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| Corporate Governance Council recommendation | 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, 4 we have followed the |
recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
|
|---|---|---|---|
| 15. | A listed entity should: | ⊠ | set out in our Corporate Governance Statement OR ⊠ |
| commencement of the reporting period, the measurable objective measurable objectives for achieving gender diversity in the on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these the respective proportions of men and women if the entity is a "relevant employer" under the composition of its board, senior executives and workforce most recent "Gender Equality Indicators", as Workplace Gender Equality Act, the entity's the measurable objectives set for that period to for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each the entity's progress towards achieving those defined in and published under that Act. through its board or a committee of the board set If the entity was in the S&P / ASX 300 Index at the disclose in relation to each reporting period: have and disclose a diversity policy; achieve gender diversity; gender within a specified period. purposes); or objectives; and generally; and either: $\widehat{\mathcal{L}}$ $\circledR$ $\bigoplus$ $\widehat{2}$ $\binom{3}{2}$ $\widehat{a}$ $\Theta$ $\odot$ |
achieving gender diversity in the composition of its board of not less commencement of the reporting period our measurable objective for . . and we have disclosed the information referred to in paragraph (c) than 30% of its directors of each gender within a specified period. https://www.dalaroometals.com.au/corporate- and if we were included in the S&P / ASX 300 Index at the and we have disclosed a copy of our diversity policy at: governance [insert location] [insert location] ਜ਼ |
we are an externally managed entity and this recommendation is therefore not applicable $\Box$ |
|
| $\frac{6}{1}$ | have and disclose a process for periodically evaluating the disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that performance of the board, its committees and individual process during or in respect of that period. A listed entity should: directors; and $\widehat{a}$ $\begin{array}{c} \text{(b)}\ \text{(c)}\ \text{(d)}\ \text{(e)}\ \text{(f)}\ \text{(g)}\ \text{(h)}\ \text{(i)}\ \text{(j)}\ \text{(k)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{(l)}\ \text{($ |
and whether a performance evaluation was undertaken for the and we have disclosed the evaluation process referred to in reporting period in accordance with that process at: paragraph (a) at insert location] [insert location] |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable ⊠ $\Box$ |
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| . בושטר המתמת |
||
|---|---|---|
| Key to Disclosures Corporate Governance Council Principles and Recommendations | ||
| recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are. 5 |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable |
|
|---|---|---|
| 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, 4 we have followed the |
********* --------------------------------------- and whether a performance evaluation was undertaken for the https://www.dalaroometals.com.au/corporate- and we have disclosed the evaluation process referred to in reporting period in accordance with that process at: paragraph (a) at: governance/ insert location Insert location $\boxtimes$ |
|
| Corporate Governance Council recommendation | have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. A listed entity should: and $\widehat{a}$ $\widehat{e}$ $\overline{1.7}$ |
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 4
$\ddot{\phantom{a}}$
| Corporate Governance Council recommendation | 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, 4 we have followed the |
recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
|
|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD | ALUE | ||
| 21 | The board of a listed entity should: | set out in our Corporate Governance Statement OR ⊠ |
|
| have a nomination committee which: $\widehat{a}$ |
[if the entity complies with paragraph (a):] | we are an externally managed entity and this recommendation П |
|
| has at least three members, a majority of whom are independent directors; and $\widehat{\epsilon}$ |
and we have disclosed a copy of the charter of the committee at: | is therefore not applicable | |
| is chaired by an independent director, $\widehat{2}$ |
********* [insert location] |
||
| and disclose: | and the information referred to in paragraphs (4) and (5) at: | ||
| the charter of the committee; $\widehat{\mathcal{C}}$ |
. | ||
| the members of the committee; and $\bigoplus$ |
[insert location] | ||
| as at the end of each reporting period, the number 5 |
[if the entity complies with paragraph (b):] | ||
| and the individual attendances of the members at of times the committee met throughout the period |
and we have disclosed the fact that we do not have a nomination | ||
| those meetings; or | succession issues and to ensure that the board has the appropriate committee and the processes we employ to address board |
||
| if it does not have a nomination committee, disclose that $\Theta$ |
balance of skills, knowledge, experience, independence and | ||
| succession issues and to ensure that the board has the fact and the processes it employs to address board |
diversity to enable it to discharge its duties and responsibilities effectively at: |
||
| appropriate balance of skills, knowledge, experience, | https://www.dalaroometals.com.au/corporate- | ||
| independence and diversity to enable it to discharge its duties and responsibilities effectively. |
governance | ||
| . [insert location] |
|||
| 2.2 | A listed entity should have and disclose a board skills matrix | set out in our Corporate Governance Statement OR X |
|
| setting out the mix of skills that the board currently has or is ooking to achieve in its membership. |
and we have disclosed our board skills matrix at: | we are an externally managed entity and this recommendation is therefore not applicable П |
|
| . [insert location] |
|||
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
set out in our Corporate Governance Statement $\Box$ |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable $\boxtimes$ □ |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable □ ⊠ |
we are an externally managed entity and this recommendation set out in our Corporate Governance Statement OR is therefore not applicable □ $\Box$ |
|---|---|---|---|---|
| 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, 4 we have followed the |
and we have disclosed the names of the directors considered by the -------------------------------------- . . and, where applicable, the information referred to in paragraph (b) https://www.dalaroometals.com.au/corporate- and the length of service of each director at: board to be independent directors at: governance [insert location] linsert location [insert location] $\boxtimes$ ਨ਼ਂ |
J. | . I | $\boxtimes$ |
| Corporate Governance Council recommendation | relationship of the type described in Box 2.3 but the board the names of the directors considered by the board to be position or relationship in question and an explanation of independence of the director, the nature of the interest, if a director has an interest, position, affiliation or is of the opinion that it does not compromise the the length of service of each director. why the board is of that opinion; and A listed entity should disclose: independent directors; $\widehat{a}$ $\Theta$ $\odot$ |
A majority of the board of a listed entity should be independent directors. |
independent director and, in particular, should not be the same The chair of the board of a listed entity should be an person as the CEO of the entity. |
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 A listed entity should have a program for inducting new as directors effectively. |
| 2.3 | 2.4 | 2.5 | 2.6 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
set out in our Corporate Governance Statement □ |
set out in our Corporate Governance Statement $\Box$ |
set out in our Corporate Governance Statement $\Box$ |
set out in our Corporate Governance Statement $\Box$ |
||
|---|---|---|---|---|---|---|
| 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, 4 we have followed the |
AND RESPONSIBLY | . https://www.dalaroometals.com.au/corporate- and we have disclosed our values at: governance/vision and values. $\boxtimes$ |
insert location] | . https://www.dalaroometals.com.au/corporate- and we have disclosed our code of conduct at: governance/ [insert location] $\times$ |
. https://www.dalaroometals.com.au/corporate- and we have disclosed our whistleblower policy at: governance insert location] $\boxtimes$ |
. and we have disclosed our anti-bribery and corruption policy at: https://www.dalaroometals.com.au/corporate- governance/ [insert location] $\boxtimes$ |
| Corporate Governance Council recommendation | PRINCIPLE 3 - INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY | A listed entity should articulate and disclose its values. | have and disclose a code of conduct for its directors, ensure that the board or a committee of the board is informed of any material breaches of that code. senior executives and employees; and A listed entity should: $\widehat{a}$ $\Theta$ |
informed of any material incidents reported under that ensure that the board or a committee of the board is have and disclose a whistleblower policy; and A listed entity should: policy. $\widehat{a}$ $\widehat{e}$ |
have and disclose an anti-bribery and corruption policy; ensure that the board or committee of the board is informed of any material breaches of that policy. A listed entity should: eng $\widehat{a}$ $\widehat{e}$ |
|
| 31 | 3.2 | 3.3 | 3.4 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| Key to Disclosures Corporate Governance Council Principles and Recommendations Appendix 4G |
Jur recommendation in full for the whole of the period above. Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 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, 4 we have followed the |
set out in our Corporate Governance Statement $\times$ and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor committee and the processes we employ that independently verify and we have disclosed a copy of the charter of the committee at: and we have disclosed the fact that we do not have an audit and the information referred to in paragraphs (4) and (5) at: and the rotation of the audit engagement partner at: [If the entity complies with paragraph (a):] [if the entity complies with paragraph (b):] |
set out in our Corporate Governance Statement $\Box$ |
set out in our Corporate Governance Statement $\Box$ |
|
|---|---|---|---|---|---|
| Corporate Governance Council recommendation | 5 PRINCIPLE 4 - SAFEGUARD THE INTEGRITY OF CORPORATE REPORT |
[insert location] [insert location] insert location the individual attendances of the members at those times the committee met throughout the period and including the processes for the appointment and removal in relation to each reporting period, the number of If it does not have an audit committee, disclose that fact has at least three members, all of whom are non- is chaired by an independent director, who is not and the processes it employs that independently verify the relevant qualifications and experience of the executive directors and a majority of whom are and safeguard the integrity of its corporate reporting, of the external auditor and the rotation of the audit members of the committee; and the charter of the committee; independent directors; and have an audit committee which: The board of a listed entity should: the chair of the board, engagement partner. meetings; or and disclose: $\widehat{\mathcal{O}}$ $\widehat{2}$ $\left( 4\right)$ $\left(5\right)$ $\widehat{\Xi}$ $\widehat{a}$ $\widehat{e}$ |
$\boxtimes$ opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. entity's financial statements for a financial period, receive from and that the financial statements comply with the appropriate financial records of the entity have been properly maintained financial position and performance of the entity and that the The board of a listed entity should, before it approves the accounting standards and give a true and fair view of the tts CEO and CFO a declaration that, in their opinion, the |
$\boxtimes$ of any periodic corporate report it releases to the market that is A listed entity should disclose its process to verify the integrity not audited or reviewed by an external auditor. |
|
| 4.1 | 4.2 | 4.3 |
$\chi$
ASX Listing Rules Appendix 4G (current at 17/7/2020)
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| Key to Disclosures Corporate Governance Council Principles and Recommendations Appendix 4G |
|||
|---|---|---|---|
| Corporate Governance Council recommendation | 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, 4 we have followed the |
recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
|
| PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 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 https://www.dalaroometals.com.au/corporate- governance [insert location] $\times$ ੱਕ |
set out in our Corporate Governance Statement $\Box$ |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
$\times$ | set out in our Corporate Governance Statement $\Box$ |
| 5.3 | analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead A listed entity that gives a new and substantive investor or of the presentation. |
$\times$ | set out in our Corporate Governance Statement $\Box$ |
| PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| $\overline{6}$ | 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 . https://www.dalaroometals.com.au/corporate- governance [insert location] our website at: $\times$ |
set out in our Corporate Governance Statement $\Box$ |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
$\boxtimes$ | set out in our Corporate Governance Statement $\Box$ |
| 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 . https://www.dalaroometals.com.au/corporate- at meetings of security holders at: governance/ [insert location] $\boxtimes$ |
set out in our Corporate Governance Statement $\Box$ |
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
| recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
set out in our Corporate Governance Statement $\Box$ |
set out in our Corporate Governance Statement $\Box$ |
set out in our Corporate Governance Statement X |
set out in our Corporate Governance Statement □ |
|
|---|---|---|---|---|---|
| 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, 4 we have followed the |
⊠ | X | and we have disclosed the fact that we do not have a risk committee . and we have disclosed a copy of the charter of the committee at: or committees that satisfy (a) and the processes we employ for https://www.dalaroometals.com.au/corporate- and the information referred to in paragraphs (4) and (5) at: overseeing our risk management framework at: [if the entity complies with paragraph (b):] [if the entity complies with paragraph (a):] governance/ insert location] [insert location] [insert location] |
management framework was undertaken during the reporting period and we have disclosed whether a review of the entity's risk in our Corporate Governance Statement. ⊠ |
|
| Corporate Governance Council recommendation | 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. |
A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
PRINCIPLE 7 - RECOGNISE AND MANAGE RISK | a majority of whom are have a committee or committees to oversee risk, each of as at the end of each reporting period, the number satisfy (a) above, disclose that fact and the processes it and the individual attendances of the members at of times the committee met throughout the period if it does not have a risk committee or committees that employs for overseeing the entity's risk management is chaired by an independent director, the members of the committee; and the charter of the committee; has at least three members, independent directors; and The board of a listed entity should: those meetings; or and disclose: framework. which: $\widehat{\mathcal{O}}$ $\overline{4}$ $\widehat{2}$ $\overline{5}$ $\widehat{e}$ $\widehat{a}$ |
annually to satisfy itself that it continues to be sound and review the entity's risk management framework at least that the entity is operating with due regard to the risk disclose, in relation to each reporting period, whether The board or a committee of the board should: such a review has taken place. appetite set by the board; and $\widehat{a}$ $\widehat{e}$ |
| 6.4 | 6.5 | $\overline{71}$ | 7.2 |
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 10
ł,
| function and the processes we employ for evaluating and continually and we have disclosed the fact that we do not have an internal audit . . . and we have disclosed how our internal audit function is structured and we have disclosed whether we have any material exposure to and, if we do, how we manage or intend to manage those risks at: have disclosed this in our Corporate Governance Statement: improving the effectiveness of our risk management and internal https://www.dalaroometals.com.au/corporate- https://www.dalaroometals.com.au/corporate- https://www.dalaroometals.com.au/corporate- [if the entity complies with paragraph (b):] If the entity complies with paragraph (a):] environmental and social risks at: and what role it performs at: control processes at: governance/ governance [insert location] [insert location] [insert location] $\boxtimes$ if it does not have an internal audit function, that fact and exposure to environmental or social risks and, if it does, how it the processes it employs for evaluating and continually if it has an internal audit function, how the function is A listed entity should disclose whether it has any material improving the effectiveness of its governance, risk management and internal control processes. structured and what role it performs; or manages or intends to manage those risks. A listed entity should disclose: $\widehat{a}$ $\widehat{e}$ |
recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the set out in our Corporate Governance Statement set out in our Corporate Governance Statement reasons for not doing so are: 5 $\Box$ $\boxtimes$ recommendation in full for the whole of the period above. We |
|---|---|
| . governance [insert location] |
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| set out in our Corporate Governance Statement OR this recommendation is therefore not applicable OR is therefore not applicable $\boxtimes$ □ □ and we have disclosed our policy on this issue or a summary of it at: [insert location] [insert location] A listed entity which has an equity-based remuneration scheme derivatives or otherwise) which limit the economic risk of have a policy on whether participants are permitted to enter into transactions (whether through the use of should: $\widehat{a}$ 8.3 |
governance. |
set out in our Corporate Governance Statement OR is therefore not applicable $\Box$ $\boxtimes$ and we have disclosed a copy of the charter of the committee at: [If the entity complies with paragraph (a):] has at least three members, a majority of whom are have a remuneration committee which: independent directors; and The board of a listed entity should: $\left( \frac{1}{2} \right)$ $\widehat{a}$ |
we are an externally managed entity and this recommendation we are an externally managed entity and this recommendation we are an externally managed entity and this recommendation recommendation in full for the whole of the period above. Our we do not have an equity-based remuneration scheme and set out in our Corporate Governance Statement OR is therefore not applicable reasons for not doing so are: 5 $\Box$ $\Box$ |
composition of remuneration for directors and senior executives and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives and we have disclosed the fact that we do not have a remuneration ensuring that such remuneration is appropriate and not excessive: recommendation in full for the whole of the period above. We committee and the processes we employ for setting the level and have disclosed this in our Corporate Governance Statement: and we have disclosed separately our remuneration policies and https://www.dalaroometals.com.au/corporate- and the information referred to in paragraphs (4) and (5) at: Where a box below is ticked, 4 we have followed the [if the entity complies with paragraph (b):] [insert location] [insert location] [insert location] $\times$ ੱਕ |
practices regarding the remuneration of non-executive directors that fact and the processes it employs for setting the level and composition of remuneration for directors and senior 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 and the remuneration of executive directors and other senior if it does not have a remuneration committee, disclose executives and ensuring that such remuneration is A listed entity should separately disclose its policies and is chaired by an independent director, the members of the committee; and Corporate Governance Council recommendation the charter of the committee; appropriate and not excessive. those meetings; or and disclose: executives. $\widehat{\mathcal{C}}$ $\tag{4}$ $\widehat{2}$ $\overline{5}$ $\Theta$ |
|
|---|---|---|---|---|---|---|
| 8.2 | ||||||
| $\approx$ | ||||||
| PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY |
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the reasons for not doing so are: 5 |
set out in our Corporate Governance Statement OR we do not have a director in this position and this recommendation is therefore not applicable OR $\boxtimes$ $\Box$ |
we are an externally managed entity and this recommendation is therefore not applicable $\Box$ |
we are established in Australia and this recommendation is set out in our Corporate Governance Statement OR therefore not applicable OR ⊠ □ |
we are an externally managed entity and this recommendation is therefore not applicable $\Box$ |
we are established in Australia and not an externally managed listed entity and this recommendation is therefore not set out in our Corporate Governance Statement OR applicable ⊠ □ |
we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable □ |
set out in our Corporate Governance Statement □ |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 4 we have followed the |
ASES | and we have disclosed information about the processes in place at: | [insert location] | $\vert \ \vert$ | ED LISTED ENTITIES | and we have disclosed the information referred to in paragraphs (a) | and $(b)$ at: | ********* [insert location] |
||||
| Corporate Governance Council recommendation | ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN C | corporate documents are written should disclose the processes A listed entity with a director who does not speak the language in which board or security holder meetings are held or key it has in place to ensure the director understands and can |
understands and can discharge their obligations in relation to contribute to the discussions at those meetings and those documents. |
meetings of security holders are held at a reasonable place and A listed entity established outside Australia should ensure that time. |
managed listed entity that has an AGM, should ensure that its A listed entity established outside Australia, and an externally external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAG | Alternative to Recommendation 1.1 for externally managed listed entities: |
The responsible entity of an externally managed listed entity should disclose: |
the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and $\widehat{a}$ |
the role and responsibility of the board of the responsible entity for overseeing those arrangements. $\widehat{e}$ |
||
| $\overline{5}$ | 9.2 | 9.3 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| Key to Disclosures Corporate Governance Council Principles and Recommendations Appendix 4G recommendation in full for the whole of the period above. Our Where a box below is ticked, we have NOT followed the set out in our Corporate Governance Statement reasons for not doing so are: 5 $\Box$ recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: and we have disclosed the terms governing our remuneration as Where a box below is ticked, 4 we have followed the manager of the entity at: [insert location] |
|
|---|---|
| Alternative to Recommendations 8.1, 8.2 and 8.3 for externally An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. Corporate Governance Council recommendation managed listed entities: |
ASX Listing Rules Appendix 4G (current at 17/7/2020)
| DALARO METALS |
||
|---|---|---|
| The Board of Directors of Dalaroo Metals Ltd (Company) is responsible for the corporate governance of the Company. The Board guides and monitors the Corporate Governance Statement 2021 |
||
| successful growth. | The Company and its Board continue to be fully committed to achieving and demonstrating the highest standards of accountability and transparency in their reporting and see the continued development Company's business on behalf of its shareholders. |
of the Company's corporate governance policies and practices as fundamental to the Company's |
| To the extent applicable, in light of the Company's size and nature, the Board has adopted The Corporate Governance Principles and Recommendations (Fourth Edition) as published by ASX Corporate Governance Council (Recommendations). However, the Board also recognises that full adoption of the Recommendations may not be practical or provide the optimal result given the particular circumstances of the Company. |
||
| The Company's full Corporate Governance Plan together with a copy of this Corporate Governance Statement are available from the Company's website at www.dalaroometals.com.au. |
||
| Recommendation | Comment Yes / No |
|
| A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance. Principle 1: Lay solid foundations for management and oversight |
||
| 1.1 | Yes A listed entity should have and disclose a board charter |
The Board has the following specific responsibilities: |
| $\widehat{a}$ setting out: |
appointment of the Chief Executive Officer / Managing Director and | |
| $\widehat{a}$ | es of its the respective roles and responsibiliti board and management; and |
other senior executives and the determination of their terms and conditions including remuneration and termination; |
| $\left(\mathsf{b}\right)$ | $\left( d\right)$ those matters expressly reserved to the board and those delegated to management. |
driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management's performance; |
| H |
$\mathcal{F}(\mathbf{x})$
| Yes / No Recommendation |
Comment | |
|---|---|---|
| $\odot$ | reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; |
|
| $\widehat{\mathbf{c}}$ | expenditure, capital management and significant acquisitions and approving and monitoring the progress of major capita divestitures; |
|
| $\widehat{e}$ | approving and monitoring the budget and the adequacy and integrity of financial and other reporting; |
|
| $\widehat{\epsilon}$ | approving the annual, half yearly and quarterly accounts; | |
| $\circledcirc$ | approving significant changes to the organisational structure; | |
| $\widehat{\epsilon}$ | other securities in the Company (subject to compliance with the ASX approving the issue of any shares, options, equity instruments or Listing Rules if applicable); |
|
| $\widehat{=}$ | ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making; |
|
| $\widehat{\mathbb{C}}$ | recommending to shareholders the appointment of the external required to be approved by them (in accordance with the ASX auditor as and when their appointment or re-appointment is Listing Rules if applicable); and |
|
| $\mathfrak{D}$ | meeting with the external auditor, at their request, without management being present. |
|
| The Board delegates responsibility for the Company's day-to-day operations and administration to the Managing Director. |
||
| internal control effectiveness is delegated to the Managing Director. The The responsibility for undertaking and assessing risk management and |
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| Managing Director is required to assess risk management and associated internal compliance and control procedures and report back quarterly to the Board. |
|||
| 1.2 | information in its possession relevant to a decision appointing a on whether or not to elect or re-elect a director. person, or putting forward to security holders a provide security holders with all material and undertake appropriate checks before candidate for election, as a director; A listed entity should: $\widehat{\Xi}$ $\widehat{a}$ |
Yes | candidate to shareholders for election as a director, the Board undertakes time to fulfil the requirements of the role effectively and to contribute to and provides shareholders with all material information in its possession ability of the appointee to contribute to the ongoing effectiveness of the history of personal bankruptcy or any involvement in companies Board, to exercise sound business judgement, to commit the necessary history of fraud, dishonesty, misrepresentation, concealment of relevant to a decision on whether or not to elect or re-elect a director. In appointing new members to the Board, consideration is given to the Prior to appointing a new member to the Board or putting forward a that have gone into administration due to insolvency, the development of the strategic direction of the Company. appropriate checks including making enquiries of any: material facts or breach of duty; and criminal history; $\widehat{a}$ $\widehat{c}$ $\widehat{e}$ |
| 1.3 | each director and senior executive setting out the terms A listed entity should have a written agreement with of their appointment. |
Yes | executive must enter into a written agreement with the Company setting The Board's charter requires that each Board member and each senior out the terms of their appointment. |
| $\frac{4}{1}$ | the chair, on The company secretary of a listed entity should be accountable directly to the board, through |
Yes | governance matters, the application of the Company's Constitution, the The Company Secretary is to provide advice to the Board on corporate ASX Listing Rules and applicable other laws. |
| $\mathbf{r}$ |
$\sim$ $\sim$
m
$\overline{4}$
| Recommendation | Yes/No | Comment | ||
|---|---|---|---|---|
| Equality Indicators", as defined in and | The Company's diversity strategies include: | |||
| published under that Act. | $\widehat{\mathbf{e}}$ | recruiting from a diverse pool of candidates for all positions, including senior management and the Board; |
||
| $\widehat{e}$ | reviewing succession plans to ensure an appropriate focus on diversity; |
|||
| $\widehat{c}$ | identifying specific factors to take account of in recruitment and selection processes to encourage diversity; |
|||
| $\widehat{\sigma}$ | experienced senior management and Board candidates, including, developing programs to develop a broader pool of skilled and workplace development programs, mentoring programs and targeted training and development; |
|||
| $\widehat{\mathbf{e}}$ | developing a culture which takes account of domestic responsibilities of employees; and |
|||
| $\in$ | any other strategies the Board develops from time to time. | |||
| employees | achieving diversity given the current stage of its operations and number of The Company has not formally established measurable objectives for |
|||
| Company's objectives in the provision of equal opportunities in respect of employment and employment conditions. The Diversity Policy is available set and report on measurable objectives for achieving gender diversity as on the Company's website. The Company will review the requirement to The Company has however adopted a Diversity Policy which outlines the the Company's operations and employee numbers grow. |
||||
$\mathbf{r}$
| Recommendation | Yes / No | Comment | ||
|---|---|---|---|---|
| ن جا | A listed entity should: | $\frac{1}{2}$ | At this point in time, the Company does not have formal process for the | |
| $\widehat{a}$ | evaluating the performance of the board, its have and disclose a process for periodically pue committees and individual directors; |
other benefits would be gained from a formal performance evaluation. The evaluation is not required at this point in time and that no efficiencies or resources company and the Board believes that a formal performance evaluation of the performance of the Board. The Company is a junior |
||
| $\widehat{e}$ | accordance with that process during or in respect performance evaluation has been undertaken in disclose for each reporting period whether a of that period. |
formal performance evaluation of the Board, its committees and individual develops, it will continue to consider the efficiencies and merits of a more Chairman is responsible for evaluating the Board and informal discussions are undertaken during the course of the year. As the Company grows and directors. |
||
| 1.7 | A listed entity should: | Yes | The Board is currently responsible for the performance evaluation of the | |
| $\widehat{a}$ | at least once have and disclose a process for evaluating the performance of its senior executives every reporting period; and |
committee, the remuneration committee will oversee the performance Once the Company is of a sufficient size to establish a remuneration Company's senior executives. |
||
| $\widehat{e}$ | or in respect dertaken in disclose for each reporting period whether a performance evaluation has been un accordance with that process during of that period. |
evaluation of the executive team. This evaluation will be based on specific development of management and personnel. The Board will disclose, in relation to each reporting period, whether a performance evaluation of subsidiaries, whether strategic objectives are being achieved and the criteria, including the business performance of the Company and its the senior executive team was undertaken. |
||
| Principle 2: Structure the Board to be effective and add value | The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in | |||
| which it operates, to enable it to discharge its duties effectively and to add value. | ||||
| 2.1 | The board of a listed entity should: | $\frac{1}{2}$ | structure to establish a nomination committee. At present, the full Board Neither the Company nor the Board is currently of a sufficient size and |
|
| J |
م
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| $\widehat{a}$ | have a nomination committee which: | carries out the duties that would ordinarily be assigned to a nomination | |
| has at least three members, a majority of whom are independent directors; and $\widehat{\Xi}$ |
The Board is responsible for the appointment of the Managing Director committee under the written terms of reference for that committee. |
||
| is chaired by an independent director, $\widetilde{\Omega}$ |
and other senior executives and the determination of their terms and conditions including remuneration and termination. |
||
| and disclose: | The Board regularly reviews the composition of the Board to ensure the | ||
| the charter of the committee; $\widetilde{\Xi}$ |
appropriate mix of skills and expertise is present to facilitate successful | ||
| and the members of the committee; $\left( \frac{4}{3} \right)$ |
strategic direction. | ||
| period, the throughout the period and the individual attendances of the members at those met number of times the committee as at the end of each reporting meetings; or $\widetilde{[5]}$ |
As the Company grows in size, it is planned that the Company will establish a separate nomination committee with its own nomination committee charter. |
||
| $\widehat{e}$ | address board succession issues and to ensure that employs to diversity to enable it to discharge its duties and the board has the appropriate balance of skills, if it does not have a nomination committee, knowledge, experience, independence and disclose that fact and the processes it responsibilities effectively. |
||
| 2.2 | $\frac{1}{2}$ matrix setting out the mix of skills and diversity that the A listed entity should have and disclose a board skills board currently has or is looking to achieve in its |
appropriate mix of skills and expertise is present to facilitate successful The composition of the Board is reviewed regularly to ensure the strategic direction. |
|
| membership. | As the Company grows in size, it is planned that the nomination committee will maintain and disclose a board skills matrix. |
||
| r |
$\overline{\phantom{0}}$
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| 2.6 | development opportunities for directors to develop and A listed entity should have a program for inducting new maintain the skills and knowledge needed to perform directors and provide appropriate professional their role as directors effectively. |
Yes | necessary blend of skills and diversity amongst Board members include workplace development programs, mentoring programs and targeted Under the Board's charter, the Company Secretary is to facilitate the induction of new Directors. The Company's strategies to achieve the training and development. |
| A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly. cally and responsibly Principle 3: Instil a culture of acting lawfully, ethi |
|||
| $\frac{1}{3}$ | A listed entity should articulate and disclose its values. | Yes | The Company has a formalised statement of vision and values which are set out in the Corporate section of the Company's website. |
| 3.2 | ensure that the board or a committee of the board is informed of any material breaches of that code. have a code of conduct for its directors, senior executives and employees; and A listed entity should: $\widehat{\mathbf{e}}$ $\widehat{a}$ |
Yes | undertaking their duties and behaving in a manner that is consistent document sets out the principles covering appropriate conduct in a variety ensuring employees under their control understand and follow the Company's commitment to integrity and fair dealing in its business affairs the effective implementation, promotion and support of the Code The Company's Code of Conduct provides a framework for decisions and of contexts and outlines the minimum standard of behaviour expected actions in relation to ethical conduct in employment. It underpins the and to a duty of care to all employees, clients and stakeholders. The Managers and supervisors are responsible and accountable for: of Conduct in their areas of responsibility; and with the provisions of the Code of Conduct; provisions outlined in the Code of Conduct. from employees. $\widehat{e}$ $\widehat{c}$ $\widehat{\mathbf{e}}$ |
$\sigma$
| Yes / No Recommendation |
Comment | |
|---|---|---|
| All employees are responsible for: | ||
| $\widehat{a}$ | undertaking their duties in a manner that is consistent with the provisions of the Code of Conduct; |
|
| $\widehat{e}$ | reporting suspected corrupt conduct; and | |
| $\odot$ | reporting any departure from the Code of Conduct by themselves or others. |
|
| The Code of Conduct governs a variety of employment conduct, including: | ||
| $\widehat{\mathbf{e}}$ | personal and professional behaviour; | |
| $\widehat{e}$ | conflicts of interest; | |
| $\odot$ | public and media comment; | |
| $\widehat{\sigma}$ | use of Company resources; | |
| $\circledcirc$ | security of information; | |
| $\oplus$ | intellectual property/copyright; | |
| $\widehat{\mathbf{e}}$ | discrimination and harassment; | |
| $\widehat{\epsilon}$ | corrupt conduct; | |
| $\oplus$ | occupational health and safety; | |
| ⊜ | compliance with legislation; | |
| $\mathfrak{D}$ | fair dealing; | |
| $\ominus$ | responsibilities to investors; | |
| $\widehat{\epsilon}$ | breaches of the Code of Conduct; and | |
| $\widehat{\epsilon}$ | reporting matters of concern. | |
$\frac{1}{2}$
| Recommendation | Yes / No | Comment | ||
|---|---|---|---|---|
| $3.\overline{3}$ | $\widehat{e}$ $\widehat{a}$ |
ensure that the board or a committee of the board eported - have and disclose a whistleblower policy; and is informed of any material incidents r under that policy. A listed entity should: |
Yes | and maintaining a culture of proper conduct and fair and honest dealing in The Company's Whistleblower Policy provides a framework for creating its business activities. The document is available on the Company's website. |
| 3.4 | $\widehat{e}$ $\widehat{\mathbf{e}}$ |
of the board is informed of any material breaches of that policy corruption have and disclose an anti-bribery and ensure that the board or a committee A listed entity should: policy; and |
Yes | Company has a zero tolerance to bribery and corruption. The document is The Company's Anti-Bribery and Corruption Policy provides a framework professionally, fairly and with integrity in all business dealings. The for ensuring that the Company, its Directors and staff are acting available on the Company's website. |
| A listed entity should have appropriate processes to verify the integrity of its corporate reports. Principle 4: Safeguard integrity in corporate reports |
||||
| $\frac{1}{4}$ | $\widehat{a}$ | director, who are non-executive directors and a majority of whom are independent directors; and has at least three members, all of whom the charter of the committee is chaired by an independent is not the chair of the board, have an audit committee which: The board of a listed entity should: and disclose: $\widehat{\mathfrak{D}}$ $\boxed{2}$ $\widehat{\Xi}$ |
$\frac{1}{2}$ | Under the Board's charter, the specific responsibilities of the Board include As the Company grows in size, it is planned that the Company will establish The Board is not currently of a sufficient size and structure to establish an to recommend to shareholders the appointment of the external auditor audit committee. At present, the full Board carries out the duties that would ordinarily be assigned to an audit committee under the written and to meet with the external auditor when required and without a separate audit committee with its own audit committee charter. terms of reference for that committee. management being present. |
| Recommendation | Yes / No | Comment | ||
|---|---|---|---|---|
| $\overline{4}$ | the relevant qualifications and experience of the members of the committee; and |
continually assess and monitor the performance of the external auditors. The Board meets with the Company's auditors at regular intervals to |
||
| $\overline{5}$ | throughout the period and the individual in relation to each reporting period, the at those number of times the committee met attendances of the members meetings; or |
|||
| $\widehat{e}$ | the external auditor and the rotation of the audit the integrity if it does not have an audit committee, disclose removal of that fact and the processes it employs that of its corporate reporting, including the independently verify and safeguard processes for the appointment and engagement partner. |
|||
| 4.2 | effectively. | receive from its CEO and CFO a declaration that, in their comply with the appropriate accounting standards and statements the entity's financial statements for a financial period, The board of a listed entity should, before it approves opinion, the financial records of the entity have been operating give a true and fair view of the financial position and been formed on the basis of a sound system of risk performance of the entity and that the opinion has properly maintained and that the financial management and internal control which is |
Yes | and, in doing so, confirm if their opinion has been formed on the basis of a sound system of risk management and internal control which is operating standards and give a true and fair view of the Company's financial the financial statements comply with the appropriate accounting the Company's financial records have been properly maintained; The full Board has the responsibility of declaring that in their opinion: position and performance, effectively. and $\widehat{e}$ $\widehat{a}$ |
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| $4.\overline{3}$ | : releases to A listed entity should disclose its process to verify the ne /q integrity of any periodic corporate report it the market that is not audited or reviewed external auditor. |
Yes | The Company will 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. |
| Principle 5: Make timely and balanced disclosure | |||
| the price or value of its securities. | A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on | ||
| $\overline{5}$ . | e obligations A listed entity should have and disclose a written policy for complying with its continuous disclosur under listing rule 3.1. |
Yes | Information is posted on the Company's website after the ASX confirms an The focus of these procedures is on continuous disclosure compliance and The Company has in place a written policy on information disclosure and disclosed to shareholders and market participants. Distribution of other announcement has been made, with the aim of making the information Price sensitive information is publicly released through ASX before it is information to shareholders and market participants is also managed overseeing and co-ordinating disclosure of information to the providing guidance to Directors and employees on disclosure relevant stock exchanges and shareholders; and improving access to information for investors. The Company Secretary is responsible for: readily accessible to the widest audience. requirements and procedures. through disclosure to the ASX. relevant procedures. $\widehat{\mathbf{e}}$ ê |
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| 5.2 | copies of all material market announcements promptly A listed entity should ensure that its board receives after they have been made. |
Yes | announcement to all directors promptly after its release is confirmed by The Company Secretary is responsible for circulating the final market ASX. |
| 5.3 | A listed entity that gives a new and substantive investor Announcements Platform ahead of the presentation. or analyst presentation should release a copy of the presentation materials on the ASX Market |
Yes | The Company will release all new and substantive investor or analyst presentations to the ASX announcements platform ahead of any presentation. |
| Principle 6: Respect the rights of security holders | |||
| rights effectively. | A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those | ||
| $\overline{6.1}$ | about itself and its governance to investors via its website. A listed entity should provide information |
Yes | The Company's full corporate governance practices and policies are set out on the Company's website at: www.dalaroometals.com.au |
| 6.2 | int an investor relations program to facilitate effective two-way A listed entity should design and impleme communication with investors. |
Yes | the Annual Report delivered by post and which is also placed on the informed of all major developments affecting the Company's state of The Board of the Company aims to ensure that the shareholders are Information is communicated to shareholders through a range of affairs and to facilitate two-way communication with investors. Company's website; measures, including: $\widehat{\mathbf{c}}$ |
| the quarterly reports which are placed on the Company's website; the half yearly report which is placed on the Company's website; ê $\widehat{c}$ |
|||
$\sim$
| Recommendation | Yes/No | Comment | |
|---|---|---|---|
| $\widehat{\sigma}$ | disclosures and announcements made to the ASX copies of which are placed on the Company's website; |
||
| $\widehat{\mathbf{e}}$ | (AGM) and Extraordinary General Meetings (EGM) copies of which notices and explanatory memoranda of Annual General Meetings are placed on the Company's website; |
||
| $\in$ | the Managing Director's address made at the AGMs and the EGMs, copies of which are placed on the Company's website; |
||
| $\widehat{\mathbf{e}}$ | the Company's website on which the Company posts all announcements which it makes to the ASX; |
||
| $\widehat{\epsilon}$ | the auditor's lead engagement partner being present at the AGM to answer questions from shareholders about the conduct of the audit and the preparation and content of the auditor's report; and |
||
| $\oplus$ | all investor updates, group presentations and relevant industry conferences. |
||
| 6.3 | Yes and processes participation A listed entity should disclose the policies it has in place to facilitate and encourage at meetings of security holders. |
meetings. Accordingly, meeting are held during normal business hours and at a location considered to be most convenient for the greatest possible Shareholders are encouraged to attend and participate in general number of shareholders to attend. |
|
| consider a policy outlining the policies and processes that it has in place to However, due to the size and nature of the Company, the Board does not facilitate and encourage participating at meetings of shareholders to be appropriate at this stage. |
|||
| Recommendation | Yes / No | Comment | |||
|---|---|---|---|---|---|
| 6.4 | resolutions at a meeting of security holders are decided A listed entity should ensure that all substantive by a poll rather than by a show of hands. |
Yes | holders at a meeting of security holders are voted on by poll rather than a The Company will ensure that all substantive resolutions put to security show of hands. |
||
| 5.9 | electronically. | A listed entity should give security holders the option to communications to, the entity and its security registry receive communications from, and send |
Yes | communications from, and send communications to, the Company and its The Company will give all security holders the option to receive security registry electronically. |
|
| Principle 7: Recognise and manage risk | |||||
| A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. | |||||
| 7.1 | The board of a listed entity should: | $\frac{1}{2}$ | The Board currently determines the Company's "risk profile" and is | ||
| $\widehat{e}$ | to oversee have a committee or committees risk, each of which: |
responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control. |
|||
| $\Xi$ | has at least three members, a majority of ectors; and whom are independent dir |
assessing risk management and internal control effectiveness. Due to the size and development phase of the Company, the Board believes that no The Board as a whole is ultimately responsible for undertaking and |
|||
| $\overline{2}$ | is chaired by an independent director, | efficiencies or other benefits would be gained by establishing a separate | |||
| and disclose: | risk committee. | ||||
| $\widehat{\mathfrak{D}}$ | tee; the charter of the committ |
As the Company grows in size, it is planned that the Company will establish a separate audit and risk committee with its own committee charter. |
|||
| $\overline{4}$ | the members of the committee; and | ||||
| $\widehat{\mathfrak{G}}$ | throughout the period and the individual the number of times the committee met as at the end of each reporting period, |
| Recommendation | Yes/No | Comment | ||
|---|---|---|---|---|
| attendances of the members at those meetings; or |
||||
| $\widehat{e}$ | fact and the processes it employs for overseeing committees that satisfy (a) above, disclose that the entity's risk management framework. if it does not have a risk committee or |
|||
| 7.2 | The board or a committee of the board should: | Yes | The Board reviews assessments of the effectiveness of risk management | |
| $\widehat{a}$ | to be sound and that the entity is operating with it continues due regard to the risk appetite set by the board; review the entity's risk management framework at least annually to satisfy itself that and |
and internal compliance and control on an annual basis. Any new material risks identified, or material changes to existing risks are added to the risk register and promptly reported to the Board. |
||
| $\widehat{e}$ | disclose, in relation to each reporting period, whether such a review has taken place. |
|||
| 7.3 | A listed entity should disclose: | $\frac{1}{2}$ | The Company does not have an internal audit function. | |
| $\widehat{a}$ | it performs; if it has an internal audit function, how the function is structured and what role ŏ |
practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external The full Board oversees the Company's risk management systems, requirements. |
||
| $\widehat{e}$ | function, that and continually improving the effectiveness of its fact and the processes it employs for evaluating if it does not have an internal audit |
The Board reviews the efficiency and effectiveness of risk management and associated internal compliance and control procedures. |
||
| risk management and internal control processes. | When the Company and the Board is of a sufficient size and nature, it will establish and delegate to an Audit and Risk Committee responsible for implementing the Company's risk management system. |
|||
| Recommendation | Yes / No | Comment | |||
|---|---|---|---|---|---|
| 7.4 | risks. | material exposure to environmental or social risks and, if it does, how it manages or intends to manage those A listed entity should disclose whether it has any |
Yes | overseeing and approving risk management strategy and policies, internal Company's Prospectus and will be included in the directors' report of the material exposures to economic, environmental and social sustainability The Board determines the Company's risk profile and is responsible for compliance and internal control. The Company identifies and manages risks in a manner consistent with its risk management policy. Further details of the material risks faced by the Company are set out in the Company's Annual Report. |
|
| Principle 8: Remunerate fairly and responsibly | |||||
| A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders. |
|||||
| $\frac{1}{8}$ | The board of a listed entity should: | $\frac{1}{2}$ | The full Board is responsible for the determination of the remuneration of | ||
| $\widehat{a}$ | have a remuneration committee which: | directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
|||
| $\bigoplus$ | a majority of whom are independent directors; and has at least three members, |
consultant to assist with setting and reviewing the Company's executive Where considered necessary, the Board may engage a remuneration |
|||
| $\overline{c}$ | is chaired by an independent director, | and non-executive remuneration policies to ensure the Company attracts | |||
| and disclose: | and retains executives and Directors who will create value for shareholders. |
||||
| ි | the charter of the committee; | As the Company grows in size, it is planned that the Company will establish | |||
| E | the members of the committee; and | a separate remuneration committee with its own remuneration committee | |||
| $\widehat{5}$ | throughout the period and the individual the number of times the committee met as at the end of each reporting period, |
charter. |
$\ddot{\phantom{a}}$
| Recommendation | Yes / No | Comment | |
|---|---|---|---|
| rs at those attendances of the member meetings; or |
|||
| setting the level and composition of remuneration disclose that fact and the processes it employs for for directors and senior executives and ensuring e and not if it does not have a remuneration committee, that such remuneration is appropriat excessive. $\widehat{e}$ |
|||
| 8.2 | policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors A listed entity should separately disclose its and other senior executives. |
Yes | directors is set by shareholders in general meeting in accordance with the The Company discloses details in its Annual Report and any prospectus of Company's constitution. The maximum aggregate annual remuneration maximum aggregate annual remuneration payable to non-executive remuneration paid to executive and non-executive directors. The payable to non-executive directors is currently set at \$300,000. |
| 83 | through the use of derivatives or otherwise) which A listed entity which has an equity-based remuneration permitted to enter into transactions (whether limit the economic risk of participating in the have a policy on whether participants are disclose that policy or a summary of it. scheme; and scheme should: $\widehat{e}$ $\widehat{e}$ |
$\frac{1}{2}$ | equity-based remuneration scheme, subject to the Company obtaining Although the Company has not adopted an equity-based remuneration scheme to date, the Company has resolved at Board level to adopt an shareholder approval at its next Annual General Meeting. |