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EMPIRE RESOURCES LIMITED Governance Information 2014

Sep 28, 2014

64875_rns_2014-09-28_1d48f33c-cc88-4dea-9ab4-10befd676ee5.pdf

Governance Information

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CORPORATE GOVERNANCE STATEMENT 2014

Empire Resources Limited ("Company") has made it a priority to adopt systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this statement. To the extent that they are applicable, and given its circumstances, the Company adopts the Eight Essential Corporate Governance Principles and Best Practice Recommendations ('Recommendations') published by the Corporate Governance Council of the ASX.

Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. Where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for the adoption of its own practice, in compliance with the "if not, why not" regime.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be afforded further consideration.

Principle Recommendation Conform
(Y/N)		 Disclosure
1 – Lay solid foundations for
management and oversight		 1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management
1.2 A listed entity should:
(a) undertake appropriate checks before appointing
a person, or putting forward to security holders a
candidate for election as a Director; and
(b) provide security holders with all material
information in its possession relevant to a decision
on whether or not to elect or re-elect a Director.
1.3 A listed entity should have a written agreement
with each Director and senior executive setting out
the terms of their appointment.		 N
N
Y
Y
Y		 Empire has not formally disclosed the functions reserved to the Board and
those delegated to senior executives. The appointment of non-executive
directors to the Board is not formalised in writing by way of a letter or
other agreement.
Explanation for Departure:
The Board recognises the importance of distinguishing between the
respective roles and responsibilities of the Board and management. The
Board has established an informal framework for the management of the
Company and the roles and responsibilities of the Board and
management. Due to the small size of the Board and of the Company, the
Board do not think that it is necessary to formally document the roles of
Board and management as it believes that these roles are being carried
out in practice and are clearly understood by all members of the Board
and management. The Board is responsible for the strategic direction of
the Company, establishing goals for management and monitoring the
achievement of these goals, monitoring the overall corporate governance
of the Company and ensuring that Shareholder value is increased. The
Company has two executives, being the Managing Director and an
executive Director. The Managing Director is responsible for ensuring that
the Companyachieves thegoals established bythe Board.

1

Principle Recommendation Conform
(Y/N)		 Disclosure
1.4 The Company Secretary of a listed entity should
be accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
1.5 A listed entity should:
(a) have a diversity policy which includes
requirements for the Board or a relevant Committee
of the Board to set measureable objectives for
achieving gender diversity and to assess annually
both the objectives and the entity’s progress in
achieving them;
(b) disclose that policy or summary of it; and		 Y
N		 The appointments of non-executive directors are formalised in
accordance with the regulatory requirements and the Company’s
constitution.
The Company Secretary’s role is to support the effectiveness of the Board
and its committees where applicable. The Company Secretary’s role
includes, but is not limited to:

advising the Board and its Committees (where applicable) on
governance matters;

monitoring the Board and Committee’s (where applicable)
policies and procedures are followed;

coordinating the timely completion and despatch of Board and
Committee (where applicable) papers;

ensuring that the business at Board and Committee (where
applicable) meetings is accurately captured in the minutes; and

helping to organise and facilitate the induction of Directors.
Each Director of the Company is able to communicate directly with the
Company Secretary and vice versa. More information in the Board
Charter.
A Diversity policy has not been established.
Explanation for Departure
The Board considers that the Company is not currently of a size, or its
affairs of such complexity, that the formation of a diversity policy is
justified at this time.

2

Principle Recommendation Conform
(Y/N)		 Disclosure
(c) disclose at the end of each reporting period the
measurable objectives for achieving gender diversity
set by the Board or a relevant Committee of the
Board in accordance with the entity’s diversity policy
and its progress towards achieving them, and either:
(1) the respective proportions of men and
women on the Board, in senior executive positions
and across the whole organisation (including how
the entity defined “senior executive” for these
purposes); or
(2) if the entity is a “relevant employer” under
the Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as defined
and published under the Act.
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of its senior executives ;
and		 N
N		 Empire Resources has 2 employees, of which none are women. There are
no women in senior executive positions or on the board
Empire does not have in place a formal process for evaluation of the
Board, its committees, individual directors and key executives.
Explanation for Departure
Evaluation of the Board is carried out on a continuing and informal basis.
The Company will put a formal process in place as and when the level of
operations of the Company justifies this.

3

Principle Recommendation Conform
(Y/N)		 Disclosure
(b) disclose, in relation to each reporting period,
whether a performance evaluation was undertaken
in the reporting period in accordance with that
process.
2 – Structure the Board to
add value		 2.1 The Board of a listed entity should:
(a) have a Nomination Committee which:
(1) has at least three members, a majority of
whom are independent Directors; and
(2) is chaired by an independent Director,
and disclose:
(3) the charter of the Committee;
(4) the members of the Committee; and
(5) as at the end of each reporting period, the
number of times the Committee met throughout the
period and the individual attendances of the
members at those meetings; or
(b) if it does not have a Nomination Committee,
disclose that fact and the processes it employs to
address Board succession issues and to ensure that
the Board has the appropriate balance of skills,
knowledge, experience, independence and diversity
to enable it to discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and disclose a Board
skills matrix settingout the mix of skills and diversity		 N
N/A
N/A
N/A
N/A
N/A
Y
Y		 Separate nomination and audit committees have not been formed.
Explanation for Departure
The Board considers that the Company is not currently of a size, or its
affairs of such complexity, that the formation of separate or special
committees is justified at this time. The Board as a whole is able to
address the governance aspects of the full scope of the Company's
activities and ensure that it adheres to appropriate ethical standards. In
particular, the Board as a whole considers those matters that would
usually be the responsibility of an audit committee and a nomination
committee and adheres to their respective Charters. The Board considers
that, at this stage, no efficiencies or other benefits would be gained by
establishing a separate audit committee or a separate nomination
committee.
Refer Appendix A

4

Principle Recommendation Conform
(Y/N)		 Disclosure
that the board currently has or is looking to achieve
in its membership.
2.3 A listed entity should disclose:
(a) the names of the Directors considered by the
board to be independent Directors;
(b) if a Director has an interest, position, association
or relationship of the type described in Box 2.3 but
the Board is of the opinion that it does not
compromise the independence of the Director; the
nature of the interest, position, association or
relationship in question and an explanation of why
the Board is of that opinion; and
(c) the length of service of each Director.		 Y
N/A
Y		 The Company does not have a majority of independent directors, with
only one of the 3 Board members being independent.
Explanation for departure
The Board considers that the current 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. The current Board structure presently consists of the
independent non-executive chairman, Mr Thomas Revy, the managing
director (Mr David Sargeant) and one executive director (Mr Adrian
Jessup), both of whom are not independent. The Company considers that
each of the directors possess skills and experience suitable for building
the Company. It is the Board's intention to appoint another independent
director as and when the size and complexity of its operations changes
and a suitable candidate is identified.
Disclosure:
Skills, Experience, Expertise and term of office of each Director
A profile of each director containing their skills, experience, expertise and
term of office is set out in the Directors' Report.
Statement concerning availability of Independent Professional Advice
To assist directors with independent judgement, it is the Board's policy
that if a director considers it necessary to obtain independent
professional advice to properly discharge the responsibility of their office
as a director then, provided the director first obtains approval for
incurring such expense from the Chair, the Company will pay the
reasonable expenses associated with obtaining such advice.

5

Principle Recommendation Conform
(Y/N)		 Disclosure
2.4 A majority of the board of a listed entity should
be independent.
2.5 The Chair of the Board of a listed entity should
be an independent Director, and in particular,
should not be the same person as the CEO of the
entity.
2.6 A listed entity should have a program for
inducting new Directors and provide appropriate
professional development opportunities for
Directors to develop and maintain the skills and
knowledge needed to perform their role as Directors
effectively.		 N
Y
N		 Refer 2.3.
The Chairman of the Board, Mr Thomas Revy, is an independent, non-
executive Director.
3 – A listed entity should act
ethically and responsibly		 3.1 A listed entity should:
(a) have a code of conduct for its Directors, senior
executives and employees; and
(b)disclose that code or a summaryof it.		 N
N		 Empire has not established a formal code of conduct.
Explanation for Departure:
The Board considers that its business practices, as determined by the
Board and key executives, are the equivalent of a code of conduct.
4 – Safeguard integrity in
corporate reporting		 4.1 The Board of a listed entity should:
(a) have an Audit Committee which:
(1) has at least three members, all of whom are
non-executive Directors and a majorityof whom are		 N
N/A		 Refer comments under 2.1

6

Principle Recommendation Conform
(Y/N)		 Disclosure
independent Directors; and
(2) is chaired by an independent Director, who is
not the chair of the Board,
and disclose:
(3) the charter of the Committee;
(4) the relevant qualifications and experience of
the members of the Committee; and
(5) in relation to each reporting period, the
number of times the Committee met throughout the
period and the individual attendances of the
members at those meetings; or
(b) if it does not have an Audit Committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity of
its corporate reporting, including the processes for
the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.
4.2 The Board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a
declaration that, in their opinion, the financial
records of the entity have been properly maintained
and that the financial statements comply with the
appropriate accounting standards and give a true
and fair view of the financial position and
performance of the entityand that the opinion has		 N/A
N/A
N/A
N/A
N/A
Y		 The Board as a whole considers those matters that would usually be the
responsibility of an audit committee
The Chief Executive Officer (or equivalent) and the Chief Financial Officer
(or equivalent) have provided a declaration to the Board in accordance
with section 295A of the Corporations Act and have assured the Board
that such declaration 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 risk.

7

Principle Recommendation Conform
(Y/N)		 Disclosure
been formed on the basis of a sound system of risk
management and internal control which is operating
effectively.
4.3 A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is
available to answer questions from security holders
relevant to the audit.		 Y The Company ensures the external auditor’s lead engagement partner
attends the Annual General Meeting to answer questions concerning the
conduct of the audit, the preparation and content of the auditor’s report,
accounting policies adopted by the Company and the independence of
the auditor in relation to the conduct of the audit.
5 – Make timely and
balanced disclosure		 5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the Listing
Rules; and
(b) disclose that policy or a summary of it.		 N Empire has not established written policies and procedures designed to
ensure compliance with ASX Listing Rule disclosure requirements and
accountability for compliance.
Explanation for Departure
The Directors have a long history of involvement with public listed
companies and are familiar with the disclosure requirements of the ASX
listing rules.
The Company has in place informal procedures that it believes are
sufficient for ensuring compliance with ASX Listing Rule disclosure
requirements and accountability for compliance. The Board has
nominated the Managing Director and the Company Secretary as being
responsible for all matters relating to disclosure.
6 – Respect the rights of
security holders		 6.1 A listed entity should provide information about
itself and its governance to investors via its website.		 Y

8

Principle Recommendation Conform
(Y/N)		 Disclosure
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.
6.4 A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registryelectronically.		 N
N
Y		 Empire has not established a formal Shareholder communication strategy.
Explanation for Departure
While the Company has not established a formal Shareholder
communication strategy, it actively communicates with its Shareholders
in order to identify their expectations and actively promotes Shareholder
involvement in the Company. It achieves this by posting on its website
copies of all information lodged with the ASX. Shareholders with internet
access are encouraged to provide their email addresses in order to
receive electronic copies of information distributed by the Company.
Alternatively, hard copies of information distributed by the Company are
available on request.
Shareholders are able to make contact with and receive communications
from both the Share Registry and the Company electronically.
7 – Recognise and manage
risk		 7.1 The Board of a listed entity should:
(a) have a committee or committee to oversee risk,
each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent Director,
and disclose:
(3) the charter of the committee;		 N
N/A
N/A
N/A		 Empire has an informal risk oversight and management policy and
internal compliance and control system.
Explanation for Departure
The Board does not currently have formal procedures in place but is
aware of the various risks that affect the Company and its particular
business. Section 8 of the prospectus dated 7 November 2006 provides a
summary of the relevant risk factors that may affect the Company. As the
Company develops, the Board will develop appropriate procedures to
deal with risk oversight and management and internal compliance, taking
into account the size of the Company and the stage of development of its
projects.

9

Principle Recommendation Conform
(Y/N)		 Disclosure
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose the fact
and the processes it employs for overseeing the
entity’s risk management framework.		 N/A
N/A
N/A
7.2 The Board or a committee of the Board should:
(a) review the entity’s risk management framework
at least annually to satisfy itself that it continues to
be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has takenplace.		 Y
Y		 The Board identifies operational risk categories to assist with risk
identification, measurement and provide a basis for organising and
reporting outcomes. It also identifies the mitigating practices & controls
identified by management.
The Board have identified operational risk categories and the framework
is under development and will be completed in FY15.
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs; or
(b) if it does not have an internal audit function,
disclose that fact and the processes it employs for
evaluating and continually improving the
effectiveness of its risk management and internal
controlprocesses.		 N The Company does not have an internal audit function.
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and , if it does, how it
manages or intends to manage those risks.		 N
8 – Remunerate fairly and 8.1 The Board of a listed entityshould: Empire does not have a formal remunerationpolicyand has not

10

Principle Recommendation Conform
(Y/N)		 Disclosure
responsibly (a) have a Remuneration Committee which:
(1) has at least three members, a majority of
whom are independent Directors; and
(2) is chaired by an independent Director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met throughout the
period and the individual attendances of the
members; or
(b) if it does not have a Remuneration Committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for Directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.		 N
N/A
N/A
N/A
N/A
N/A
Y		 established a separate remuneration committee. Directors and
management may receive options or shares.
Explanation for Departure
The current remuneration of the Directors is disclosed in the Directors’
Report. Non-executive Directors receive a fixed fee for their services and
may also receive options or shares. The issue of options or shares to non-
executive Directors may be an appropriate method of providing sufficient
incentive and reward while maintaining cash reserves.
Due to the Company's early stage of development and small size, it does
not consider that a separate remuneration committee would add any
efficiency to the process of determining the levels of remuneration for the
Directors and key executives. The Board believes it is more appropriate to
set aside time at specified Board meetings each year to specifically
address matters that would ordinarily fall to a remuneration committee.
In addition, all matters of remuneration will continue to be in accordance
with regulatory requirements, especially in respect of related party
transactions; that is, none of the Directors will participate in any
deliberations regarding their own remuneration or related issues.
8.2 A listed entity should separately disclose its
policies and practices regarding the remuneration of
non-executive Directors and the remuneration of
executive directors and other senior executives.		 Y The information provided in the Remuneration Report is audited as
required by section 308(3C) of the Corporations Act 2001.
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a)
have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)which		 N Any securities issued would be unlisted therefore no policy in place.

11

Principle Recommendation Conform
(Y/N)		 Disclosure
limit the economic risk of participating in the
scheme; and
(b)
disclose thatpolicyor a summaryof it.

12

Appendix A

Board Skills Matrix

BOARD OF DIRECTORS
Thomas Revy David Sargeant Adrian Jessup
Term Expiration Date
Month/Year November 2015 N/A November 2014
Length of service
January2010 April 2000 August 2003
Skills and Experience
ASX Listed Board of Director Experience
International Experience
Complex Organisation Experience
Financial Specialism – including capital markets,
corporate finance,re-structuring		 - -
Exploration Sector Experience
MiningExperience
Legal - - -

13

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity Name of entity
Empire Resources Limited
ABN/ARBN Financialyear ended
092 471 513 30 June 2014

Our corporate governance statement[2] for the above period above can be found at:[3]

 these pages of our annual report: _________  this URL on our website: http://www.resourcesempire.com.au/corp_governance.htm

The Corporate Governance Statement is accurate and up to date as at 26 September 2014 and has been approved by the board.

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

Date here: 26 September 2014 Sign here: _______ Company Secretary

Print name: Simon Storm_______

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

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

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

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board and
those delegated to management.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and information about the respective roles and
responsibilities of our board and management (including
those matters expressly reserved to the board and those
delegated to management):
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect a
director.		 … the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of
the board.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.5 A listed entity should:
(a) have
a
diversity
policy
which
includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions
and across the whole organisation (including
how the entity has defined “senior executive”
for these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.		 … the fact that we have a diversity policy that complies
with paragraph (a):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
 at this location:
______
_Insert location here
… the measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board in
accordance with our diversity policy and our progress
towards achieving them:
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraphs (c)(1) or
(2):
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating
the
performance
of
its
senior
executives; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.		 [If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that
complies with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have a nomination committee
and the processes we employ to address board succession
issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence
and diversity to enable it to discharge its duties and
responsibilities effectively:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.		 … our board skills matrix:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association or
relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.		 … the names of the directors considered by the board to be
independent directors:
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… where applicable, the information referred to in
paragraph (b):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
… the length of service of each director:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
2.4 A majority of the board of a listed entity should be
independent directors.		 … the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not
be the same person as the CEO of the entity.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.		 … the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 … our code of conduct or a summary of it:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who is
not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period, the
number
of
times
the
committee
met		 [If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies
with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance Statement

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the processes
for the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.		 … and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee and the
processes we employ that independently verify and
safeguard the integrity of our corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here
4.2 The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does not
hold an annual general meeting and this
recommendation is therefore not applicable
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.		 … our continuous disclosure compliance policy or a
summary of it:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about
itself and its governance to investors via its website.		 … information about us and our governance on our
website:
at this location:
__http://www.resourcesempire.com.au
Insert location here		 an explanation why that is so in our Corporate
Governance Statement
[
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.		 … the fact that we follow this recommendation:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.		 … our policies and processes for facilitating and
encouraging participation at meetings of security holders:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity that does not
hold periodic meetings of security holders and this
recommendation is therefore not applicable
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
processes it employs for overseeing the entity’s
risk management framework.		 [If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to
oversee risk that comply with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or
committees that satisfy (a) and the processes we employ
for overseeing our risk management framework:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at
least annually to satisfy itself that it continues to
be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.		 … the fact that we follow this recommendation:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs;
OR
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
risk management and internal control processes.		 [If the entity complies with paragraph (a):]
… how our internal audit function is structured and what
role it performs:
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function
and the processes we employ for evaluating and
continually improving the effectiveness of our risk
management and internal control processes:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here		 an explanation why that is so in our Corporate
Governance Statement

11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.		 … whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do,
how we manage or intend to manage those risks:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings;OR
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.		 [If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that
complies with paragraphs (1) and (2):
 in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (4) and
(5):
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration committee
and the processes we employ for setting the level and
composition of remuneration for directors and senior
executives and ensuringthat such remuneration is		 an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable

12

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
appropriate and not excessive:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
8.2 A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive directors and the remuneration of
executive directors and other senior executives.		 … separately our remuneration policies and practices
regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior
executives:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance StatementOR
 we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A
listed
entity
which
has
an
equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.		 … our policy on this issue or a summary of it:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		 an explanation why that is so in our Corporate
Governance StatementOR
 we do not have an equity-based remuneration
scheme and this recommendation is therefore not
applicableOR
 we are an externally managed entity and this
recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES- NOT APPLICABLE
- Alternative to Recommendation 1.1 for externally
managed listed entities:
The responsible entity of an externally managed
listed entity should disclose:
(a) the arrangements between the responsible entity
and the listed entity for managing the affairs of
the listed entity;
(b) the role and responsibility of the board of the
responsible
entity
for
overseeing
those
arrangements.		 … the information referred to in paragraphs (a) and (b):
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

13

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We haveNOT
followed the recommendation in full
for the whole of the period above. We have disclosed
…
- Alternative to Recommendations 8.1, 8.2 and 8.3 for
externally managed listed entities:
An externally managed listed entity should clearly
disclose the terms governing the remuneration of the
manager.		 … the terms governing our remuneration as manager of
the entity:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

14

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