KINGSROSE MINING LIMITED — Governance Information 2012

Oct 16, 2012

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17
October
2012

Company
Announcements
Office Australian
Securities
Exchange
Limited Level
6,
20
Bridge
Street SYDNEY
NSW
2000

Dear
Sir/Madam

**RE:

CORPORATE
GOVERNANCE
STATEMENT**

On
2
October
2012
the
Company
lodged
the
‘glossy’
2012
Annual
Report
with
the
ASX.
Unfortunately
it
has just
come
to
light
that
due
to
a
file
conversion
error,
the
Corporate
Governance
section
was
inadvertently omitted
and
accordingly
it
is
now
hereby
lodged.
This
section
should
be
read
in
conjunction
with
the balance
of
the
Annual
Report.

The
Annual
Report
which
was
uploaded
to
the
Company’s
website
has
been
corrected
to
include
the Corporate
Governance
section.

We
apologise
for
any
inconvenience
caused
in
this
regard.

Yours
Faithfully

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**JEANETTE

SMITH COMPANY
SECRETARY KINGSROSE
MINING
LIMITED**

For
more
information
please
contact: Investors: Chris
Start Managing
Director +61
8
9486
1149

Media: Paul
Armstrong Read
Corporate +61
8
9388
1474

www.kingsrsosemining.com.au info@kingsrosemining.com.au

**About

Kingsrose
Mining
Limited:**

Kingsrose
Mining
Limited
is
a
gold
producer
that
has
an
85%
interest
in
the
Way
Linggo
mine
in
South
Sumatra,
Indonesia.
The
project
has
emerged
as a
small
but
highly
profitable
miner
from
its
high
grade
gold
and
silver
mine,
largely
due
to
its
low
operating
costs.
The
Way
Linggo
project
hosts
a JORC
compliant
resource
of
2,188,500
tonnes
with
a
grade
of
6.91/t
gold
containing
485,900
ounces
and
135.6g/t
silver
containing
3,183,200
ounces, and
is
targeting
production
of
+40,000
ounces
of
gold
and
+250,000
ounces
of
silver
per
annum
at
cash
costs
of

circa
US$300oz
after
silver
credits. Kingsrose
owns
a
highly
prized
4th
Generation
contract
of
work
(mining
title
of
10,000
hectares)
in
Indonesia
which
regionally
sits
on
the
pacific
rim
of fire
and
in
close
proximity
to
the
prolifically
mineralised
Trans-­‐Sumatra
Fault.

The
area
is
considered
highly
prospective
for
low-­‐sulphidation epithermal
gold-­‐silver
deposits.
Kingsrose
has
recently
made
a
second
high
grade
epithermal
gold
discovery
at
its
Talang
Santo
Prospect,
7km
NNE
of the
Way
Linggo
mine
and
has
already
commenced
trial
mining
of
that
ore
system
to
supplement
and
sustain
its
gold
production.

At
the
end
of
the
June
2012
quarter,
Kingsrose
had
$34
million
in
cash
and
bullion.
The
Company’s
operations
generate
strong
free
cash
flow
and importantly,
the
Company
has
just
paid
a
maiden
interim
dividend.

T
+
61
8
9486
1149
|
F
+
61
8
9486
1151 www.kingsrosemining.com.au info@kingsroseminig.com.au

Suite
2,
Level
9
|
12
–
14
Thelma
Street West
Perth
WA
6005 ABN:
49
112
389
910

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

**TO

BE
READ
IN
CONJUNCTION
WITH
THE
2012
ANNUAL
REPORT**

**1. CORPORATE

GOVERNANCE
PRINCIPLES**

The
Board
of
Directors
of
Kingsrose
Mining
Limited
is
responsible
for
establishing
the
corporate
governance framework
of
the
Group
having
regard
to
the
ASX
Corporate
Governance
Council
(CGC)
published
guidelines
as
well
as its
corporate
governance
principles
and
recommendations.
The
Board
guides
and
monitors
the
business
and
affairs
of the
Company
on
behalf
of
the
shareholders
by
whom
they
are
elected
and
to
whom
they
are
accountable.
Where
a recommendation
has
not
been
followed
that
fact
is
disclosed
together
with
the
reasons
for
the
departure.

The
Corporate
Governance
Council’s
principles
are
summarised
as
follows:

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

The
table
below
summarises
the
Company’s
compliance
with
the
CGC’s
recommendations.

	ASX P & R	Reason for non- compliance		ASX P & R	Reason for non- compliance
Recommendation 1.1	Yes	Y	Recommendation 4.2	No	(iii)
Recommendation 1.2	Yes	Y	Recommendation 4.3	No	(iii)
Recommendation 1.3	Yes	Y	Recommendation 4.4	Yes
Recommendation 2.1	No	(i)	Recommendation 5.1	Yes
Recommendation 2.2	Yes		Recommendation 5.2	Yes
Recommendation 2.3	Yes		Recommendation 6.1	Yes
Recommendation 2.4	No	(ii)	Recommendation 6.2	Yes
Recommendation 2.5	Yes		Recommendation 7.1	Yes
Recommendation 2.6	Yes		Recommendation 7.2	Yes
Recommendation 3.1	Yes		Recommendation 7.3	Yes
Recommendation 3.2	Yes		Recommendation 7.4	Yes
Recommendation 3.3	Yes		Recommendation 8.1	Yes
Recommendation 3.4	Yes		Recommendation 8.2	Yes
Recommendation 3.5	Yes		Recommendation 8.3	Yes
Recommendation 4.1	No	(iii)	Recommendation 8.4	Yes

(i) Refer
to
2(b)
below

(ii) Refer
to
2(d)
below (iii) Refer
to
3(a)
below

Kingsrose
Mining
Limited’s
corporate
governance
practices
were
in
place
throughout
the
year
ended
30
June
2012.

**2. THE

BOARD
OF
DIRECTORS**

**2(a) Roles

and
Responsibilities
of
the
Board**

The
Board
seeks
to
identify
the
expectations
of
the
shareholders,
as
well
as
other
regulatory
and
ethical expectations
and
obligations.
It
is
also
responsible
for
identifying
areas
of
significant
business
risk
and
ensuring arrangements
are
in
place
to
adequately
manage
those
risks.
In
addition,
it
is
accountable
to
the
shareholders and
investors
for
the
overall
performance
of
the
Company
and
takes
responsibility
for
monitoring
the Company’s
business
and
affairs
and
setting
its
strategic
direction,
establishing
and
overseeing
the
Company’s financial
position.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

The
Board
is
responsible
for:

• Appointing,
  evaluating,
  rewarding
  and
  if
  necessary
  the
  removal
  of
  the
  Managing
  Director
  and
  senior management;

• Development
  of
  corporate
  objectives
  and
  strategy
  with
  management
  and
  approving
  plans,
  new investments,
  major
  capital
  and
  operating
  expenditures
  and
  major
  funding
  activities
  proposed
  by management;

• Monitoring
  actual
  performance
  against
  defined
  performance
  expectations
  and
  reviewing
  operating information
  to
  understand
  at
  all
  times
  the
  state
  of
  the
  health
  of
  the
  Company;

• Overseeing
  the
  management
  of
  business
  risks,
  safety
  and
  occupational
  health,
  environmental
  issues and
  community
  development;

• Satisfying
  itself
  that
  the
  financial
  statements
  of
  the
  Company
  fairly
  and
  accurately
  set
  out
  the financial
  position
  and
  financial
  performance
  of
  the
  Company
  for
  the
  period
  under
  review;

• Satisfying
  itself
  that
  there
  are
  appropriate
  reporting
  systems
  and
  controls
  in
  place
  to
  assure
  the Board
  that
  proper
  operational,
  financial,
  compliance,
  risk
  management
  and
  internal
  control
  process are
  in
  place
  and
  functioning
  appropriately.

• Approving
  and
  monitoring
  financial
  and
  other
  reporting;

• Assuring
  itself
  that
  appropriate
  audit
  arrangements
  are
  in
  place;

• Ensuring
  that
  the
  Company
  acts
  legally
  and
  responsibly
  on
  all
  matters
  and
  assuring
  itself
  that
  the Company
  has
  adopted
  a
  Code
  of
  Conduct
  and
  that
  the
  Company
  practice
  is
  consistent
  with
  that Code;
  and
  other
  policies;
  and

• Reporting
  to
  and
  advising
  shareholders.

Other
than
as
specifically
reserved
to
the
Board,
responsibility
for
the
day-­‐to-­‐day
management
of
the Company’s
business
activities
is
delegated
to
the
Executive
Management.

Whilst
at
all
times
the
Board
retains full
responsibility
for
guiding
and
monitoring
the
Group,
in
discharging
its
stewardship
it
makes
use
of
sub-­‐ committees.

Specialist
sub-­‐committees
are
able
to
focus
on
a
particular
responsibility
and
provide
informed feedback
to
the
Board.

**2(b) Structure

of
the
Board**

The
skills,
experience
and
expertise
relevant
to
the
position
of
director
held
by
each
director
in
office
at
the date
of
the
Annual
Report
are
included
in
the
Directors’
Report.
Directors
of
Kingsrose
are
considered
to
be independent
when
they
are
independent
of
management
and
free
from
any
business
or
other
relationship
that could
materially
interfere
with
–
or
could
reasonably
be
perceived
to
materially
interfere
with
–
the
exercise
of their
unfettered
and
independent
judgement.

In
the
context
of
director
independence,
“materiality”
is
considered
from
both
the
Group
and
individual director
perspective.

The
determination
of
materiality
requires
consideration
of
both
quantitative
and qualitative
elements.
An
item
is
presumed
to
be
quantitatively
immaterial
if
it
is
equal
to
or
less
than
5%
of
the appropriate
base
amount.

It
is
presumed
to
be
material
(unless
there
is
qualitative
evidence
to
the
contrary)
if it
is
equal
to
or
greater
than
10%
of
the
appropriate
base
amount.

Qualitative
factors
considered
include
whether
a
relationship
is
strategically
important,
the
competitive landscape,
the
nature
of
the
relationship
and
the
contractual
or
other
arrangements
governing
it
and
other factors
that
point
to
the
actual
ability
of
the
director
in
question
to
shape
the
direction
of
the
Group’s
loyalty.

The
Board
believes
that
the
Company
is
not
of
sufficient
size
to
warrant
the
inclusion
of
more
independent non-­‐executive
Directors
in
order
to
meet
the
ASX
recommendation
of
maintaining
a
majority
of
independent non-­‐executive
Directors.
The
Company
maintains
a
mix
of
Directors
from
different
backgrounds
with complementary
skills
and
experience.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

The
following
table
shows
whether
directors
meet
the
definition
of
independence
above,
and
the
materiality thresholds
set.

Name	Position	First Appointed	Independent
J.C. Morris	Non-executive Chairman	17-Aug-07	Yes
C.N. Start	Managing Director	1-Jul-11	No
T.G. Spencer	Finance Director	28-Mar-09	No
J.W. Phillips	Non-executive Director	12-Jan-05	No
P.G. Cook	Non-executive Director	1 Oct 10	Yes
A.P. Spinks	Non-executive Director	21 Aug 12	Yes

The
Directors
determine
the
composition
of
the
Board
employing
the
following
principles:

• the
  Board,
  in
  accordance
  with
  the
  Company’s
  constitution
  must
  comprise
  a
  minimum
  of
  three

• Directors;

• the
  roles
  of
  the
  Chairman
  of
  the
  Board
  and
  of
  the
  Managing
  Director
  should
  be
  exercised
  by different
  individuals
  if
  possible;

• the
  majority
  of
  the
  Board
  should
  comprise
  Directors
  who
  are
  non-­‐executive
  and
  independent;

• the
  Board
  should
  represent
  a
  broad
  range
  of
  qualifications,
  experience
  and
  expertise
  considered
  of benefit
  to
  the
  Company;
  and

• the
  Board
  must
  be
  structured
  in
  such
  a
  way
  that
  it
  has
  a
  proper
  understanding
  of,
  and
  competency in,
  the
  current
  and
  emerging
  issues
  facing
  the
  Company,
  and
  can
  effectively
  review
  management’s decisions.

There
are
procedures
in
place,
agreed
by
the
Board,
to
enable
Directors
in
furtherance
of
their
duties
to
seek independent
professional
advice
at
the
Company's
expense.

**Term

in
Office**

• J.C.
  Morris
  –
  5
  years

• J.
  W.
  Phillips
  –
  7
  ½
  years

• T.
  G.
  Spencer
  –
  3
  ½
  years

• P.G.
  Cook
  –
  2
  years

• C.N.
  Start
  –
  1
  ¼
  years

• A.P.
  Spinks
  –
  1
  month

The
Company’s
constitution
requires
one-­‐third
of
the
Directors
(or
the
next
lowest
whole
number)
to
retire
by rotation
at
each
Annual
General
Meeting
(AGM).
The
Directors
to
retire
at
each
AGM
are
those
who
have
been longest
in
office
since
their
last
re-­‐election.
Where
Directors
have
served
for
equal
periods,
they
may
agree amongst
themselves
or
determine
by
lot
who
will
retire.
A
Director
must
retire
in
any
event
at
the
third
AGM since
he
or
she
was
last
elected
or
re-­‐elected.
Retiring
Directors
may
offer
themselves
for
re-­‐election.

A
Director
appointed
as
an
additional
or
casual
Director
by
the
Board
will
hold
office
until
the
next
AGM
when he
or
she
may
be
re-­‐elected.
If
a
Managing
Director
is
appointed
he
or
she
will
not
be
subject
to
retirement
by rotation
and,
along
with
any
Director
appointed
as
an
additional
or
casual
Director,
is
not
to
be
taken
into account
in
determining
the
number
of
Directors
required
to
retire
by
rotation.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

**2(c) Chairman

and
Managing
Director**

The
Chairman
is
responsible
for:

• leadership
  of
  the
  Board;

• the
  efficient
  organisation
  and
  conduct
  of
  the
  Board’s
  functions;

• the
  promotion
  of
  constructive
  and
  respectful
  relations
  between
  Board
  members
  and
  between
  the Board
  and
  management;

• contributing
  to
  the
  briefing
  of
  Directors
  in
  relation
  to
  issues
  arising
  at
  Board
  meetings;

• facilitating
  the
  effective
  contribution
  of
  all
  Board
  members;
  and

• committing
  the
  time
  necessary
  to
  effectively
  discharge
  the
  role
  of
  the
  Chairman.

The
Managing
Director
/
Executive
Directors
are
responsible
for:

• implementing
  the
  Company’s
  strategies
  and
  policies;
  and

• the
  day-­‐to-­‐day
  management
  of
  the
  Company’s
  business
  activities

The
Board
specifies
that
generally
the
roles
of
the
Chairman
and
the
Managing
Director
are
separate
roles
to
be undertaken
by
separate
people
and
the
Managing
Director
assumes
the
role
of
Chief
Executive
Officer.

**2(d) Nomination

Committee**

The
Company
does
not
comply
with
ASX
Recommendation
2.4.
The
Company
is
not
of
a
relevant
size
to consider
formation
of
a
nomination
committee
to
deal
with
the
selection
and
appointment
of
new
Directors and
as
such
a
nomination
committee
has
not
been
formed.

**2(e) Avoidance

of
conflicts
of
interest
by
a
Director**

In
order
to
ensure
that
any
interests
of
a
Director
in
a
particular
matter
to
be
considered
by
the
Board
are known
by
each
Director,
each
Director
is
required
by
the
Company
to
disclose
any
relationships,
duties
or interests
held
that
may
give
rise
to
a
potential
conflict.
Directors
are
required
to
adhere
strictly
to
constraints on
their
participation
and
voting
in
relation
to
any
matters
in
which
they
may
have
an
interest.

**2(f) Board

access
to
information
and
independent
advice**

Directors
are
able
to
access
members
of
the
management
team
at
any
time
to
request
relevant
information. There
are
procedures
in
place,
agreed
by
the
Board,
to
enable
Directors,
in
furtherance
of
their
duties,
to
seek independent
professional
advice
at
the
Company’s
expense.

**2(g) Review

of
Board
performance**

The
performance
of
the
Board
is
reviewed
regularly
by
the
Chairman.
The
Chairman
conducts
performance evaluations
which
involve
an
assessment
of
each
Board
member’s
performance
against
specific
and measurable
qualitative
and
quantitative
performance
criteria.
The
performance
criteria
against
which
Directors and
executives
are
assessed
is
aligned
with
the
financial
and
non-­‐financial
objectives
of
Kingsrose
Mining Limited.
Directors
whose
performance
is
consistently
unsatisfactory
may
be
asked
to
retire.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

**3. BOARD

COMMITTEES**

**3(a) Audit

Committee**

Given
the
size
and
scale
of
the
Company’s
operations
the
full
Board
undertakes
the
role
of
the
Audit Committee.
The
role
and
responsibilities
of
the
Audit
Committee
are
summarised
below.

The
Audit
Committee
is
responsible
for
reviewing
the
integrity
of
the
Company’s
financial
reporting
and overseeing
the
independence
of
the
external
auditors.
The
Board
sets
aside
time
to
deal
with
issues
and responsibilities
usually
delegated
to
the
Audit
Committee
to
ensure
the
integrity
of
the
financial
statements
of the
Company
and
the
independence
of
the
auditor.

The
Board
reviews
the
audited
annual
and
half-­‐year
financial
statements
and
any
reports
which
the
Company published
financial
statements
and
recommends
their
approval
to
the
members.
The
Board
also
reviews annually
the
appointment
of
the
external
auditor,
their
independence
and
their
fees.

The
Board
is
also
responsible
for
establishing
policies
on
risk
oversight
and
management.
The
Company
has
not formed
a
separate
Risk
Management
Committee
due
to
the
size
and
scale
of
its
operations.

_External

Auditors_

The
Company’s
policy
is
to
appoint
external
auditors
who
clearly
demonstrate
quality
and
independence.
The performance
of
the
external
auditor
is
reviewed
annually
and
applications
for
tender
of
external
audit
services are
requested
as
deemed
appropriate,
taking
into
consideration
assessment
of
performance,
existing
value
and tender
costs.
It
is
Ernst
&
Young's
policy
to
rotate
engagement
partners
on
listed
companies
at
least
every
five years.

An
analysis
of
fees
paid
to
the
external
auditors,
including
a
break-­‐down
of
fees
for
non-­‐audit
services,
is provided
in
the
notes
to
the
financial
statements
in
the
Annual
Report.

There
is
no
indemnity
provided
by
the
Company
to
the
auditor
in
respect
of
any
potential
liability
to
third parties.

The
external
auditor
is
requested
to
attend
the
Annual
General
Meeting
and
be
available
to
answer shareholder
questions
about
the
conduct
of
the
audit
and
preparation
and
content
of
the
audit
report.

The
Directors
are
satisfied
that
the
provision
of
non-­‐audit
services
during
the
year
by
the
auditors
is
compatible with
the
general
standard
of
independence
for
auditors
imposed
by
the
Corporations
Act.

The
Directors
are
satisfied
that
the
provision
of
the
non-­‐audit
services
did
not
compromise
the
auditor’s independence
requirements
of
the
Corporations
Act
because
the
services
were
provided
by
persons
who
were not
involved
in
the
audit
and
the
decision
as
to
whether
or
not
to
accept
the
tax
planning
advice
was
made
by management.

**3(b) Remuneration

Committee**

The
role
of
a
Remuneration
Committee
is
to
assist
the
Board
in
fulfilling
its
responsibilities
in
respect
of establishing
appropriate
remuneration
levels
and
incentive
policies
for
employees.

The
Board
has
established
a
separate
Remuneration
Committee.
It
is
the
Company’s
objective
to
provide maximum
stakeholder
benefit
from
the
retention
of
a
high
quality
Board
and
executive
team
by
remunerating directors
and
key
executives
and
appropriately
with
reference
to
relevant
employment
market
conditions.

The
Committee
is
responsible
for
determining
and
reviewing
compensation
arrangements
for
the
Directors themselves
and
the
executive
team,
reviewing
and
making
recommendations
to
the
Board
on
the
Company’s incentive
schemes
and
superannuation
arrangements,
reviewing
the
remuneration
of
both
executive
and
non-­‐ executive
Directors.

The
Company
has
structured
the
remuneration
of
its
senior
executives
such
that
it
comprises
a
fixed
salary, statutory
superannuation
and
participation
in
the
Company’s
employee
share
option
plan.
The
Company

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

believes
that
by
remunerating
senior
executives
in
this
manner
it
rewards
them
for
performance
and
aligns their
interests
with
those
of
shareholders
and
increases
the
Company’s
performance.

Non-­‐executive
Directors
are
paid
their
fees
out
of
the
maximum
aggregate
amount
approved
by
shareholders for
non-­‐executive
Directors’
remuneration.

The
remuneration
received
by
Directors
and
executives
in
the
current
period
is
contained
in
the
“Remuneration Report”
within
the
Directors’
Report
of
the
Annual
Report.

There
is
no
scheme
to
provide
retirement
benefits
to
non-­‐executive
Directors.

**3(c) Finance

Committee**

The
Board
has
not
established
a
separate
Finance
Committee
due
to
the
size
and
scale
of
its
operations. However
the
Board
as
a
whole
takes
responsibility
for
such
issues,
viz:

• Establishing
  and
  monitoring
  the
  Company’s
  capital
  management
  strategy,
  including
  dividend
  payment strategies;

• Assessing
  the
  Company’s
  funding
  requirements
  regarding
  specific
  funding
  proposals;

• Monitoring
  borrowings
  from
  financial
  institutions
  and
  compliance
  with
  borrowing
  covenants.

**3(d) Treasury

Committee**

The
Board
has
not
established
a
separate
Treasury
Committee
due
to
the
size
and
scale
of
its
operations. However
the
Board
as
a
whole
takes
responsibility
for
such
issues
in
that
it
monitors
financial
risks
and exposure
from
movements
in
interest
rates
and
exchange
rates.

**3(e) Risk

Committee**

The
Board
has
not
established
a
separate
Risk
Committee
due
to
the
size
and
scale
of
its
operations.
However the
Board
as
a
whole
has
a
proactive
approach
to
risk
management
and
takes
responsibility
for
such
issues
in that
it
monitors
financial
risks
and
exposure
from
movements
in
interest
rates
and
exchange
rates.

**3(f) CEO

and
CFO
certification**

In
accordance
with
Section
295A
of
the
Corporations
Act,
the
CEO
and
CFO
have
provided
a
written
statement to
the
Board
that:

• Their
  view
  provided
  on
  the
  Company’s
  financial
  report
  is
  founded
  on
  a
  sound
  system
  of
  risk management
  and
  internal
  compliance
  and
  control
  which
  implements
  the
  financial
  policies
  adopted
  by the
  Board;

• The
  Company’s
  risk
  management
  and
  internal
  compliance
  and
  controls
  systems
  is
  operating
  effectively in
  all
  material
  respects.

The
Board
agrees
with
the
view
of
the
ASX
on
this
matter
and
notes
that
due
to
its
nature,
internal
control assurance
from
the
CEO
and
CFO
can
only
be
reasonable
rather
than
absolute.
This
is
due
to
such
factors
as the
need
for
judgement,
the
use
of
testing
on
a
sample
basis,
the
inherent
limitations
in
internal
control
and because
much
of
the
evidence
available
is
persuasive
rather
than
conclusive
and
therefore
is
not
and
cannot be
designed
to
detect
all
weaknesses
in
control
procedures.

In
response
to
this,
internal
control
questions
are
required
to
be
completed
by
the
key
management personnel
of
all
significant
business
units,
including
finance
managers,
in
support
of
these
written statements.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

**4. ETHICAL

AND
RESPONSIBLE
DECISION
MAKING**

**4(a) Code

of
Ethics
and
Conduct**

The
Board
endeavours
to
ensure
that
the
Directors,
officers
and
employees
of
the
Company
act
with
integrity and
observe
the
highest
standards
of
behaviour
and
business
ethics
in
relation
to
their
corporate
activities.

The
“Code
of
Conduct”
sets
out
the
principles,
practices
and
standards
of
personal
behaviour
the
Company expects
people
to
adopt
in
their
daily
business
activities.

All
Directors,
officers
and
employees
are
required
to
comply
with
the
Code
of
Conduct.
Senior
managers
are expected
to
ensure
that
employees,
contractors,
consultants,
agents
and
partners
under
their
supervision
are aware
of
the
Company’s
expectations
as
set
out
in
the
Code
of
Conduct.

All
Directors,
officers
and
employees
are
expected
to:

• a) comply
  with
  the
  law;

• b) act
  in
  the
  best
  interests
  of
  the
  Company;

• c) be
  responsible
  and
  accountable
  for
  their
  actions;
  and

• d) observe
  the
  ethical
  principles
  of
  fairness,
  honesty
  and
  truthfulness,
  including
  prompt
  disclosure
  of potential
  conflicts.

**4(b) Policy

concerning
trading
in
Company
securities**

The
Board
adopted
a
revised
Share
Trading
Policy
effective
from
January
2011
in
relation
to
the
trading
in
the securities
of
the
Company
and
has
distributed
the
policy
to
all
employees
of
the
Company.
The
policy
describes what
constitutes
Insider
Trading,
the
penalties
for
undertaking
such
activities
and
makes
recommendations
on when
employees
should
not
trade
in
the
Company’s
securities.
The
policy
also
notes
designated
“black
out” periods
during
which
Directors
and
senior
management
are
not
allowed
to
trade
in
securities
of
the
Company. Full
details
of
the
Company’s
Securities
Trading
Policy
may
be
found
on
the
Company’s
website www.kingsrosemining.com.au.

**4(c) Policy

concerning
Diversity**

The
Company
has
adopted
a
Diversity
Policy,
which
came
into
effect
1
July
2011.

The
Policy
supports
the commitment
of
the
Company
to
an
inclusive
workplace
that
embraces
and
promotes
diversity,
and
provides
a framework
for
new
and
existing
diversity-­‐related
initiatives,
strategies
and
programs
within
the
Company’s business.

The
workforce
of
Kingsrose
is
made
up
of
many
individuals
with
diverse
skills,
values,
backgrounds
and experiences.
The
Company
is
committed
to
provide
an
environment
in
which
all
employees
are
treated
with fairness
and
respect,
and
have
equal
access
to
opportunities
available
at
work.

Diversity
in
the
workplace
refers
to
the
variety
of
differences
between
people
in
an
organisation
which encompasses
gender,
race,
ethnicity,
age,
disability,
cultural
background
and
more.

The
Company
believes
that
embracing
diversity
in
its
workforce
contributes
to
the
achievement
of
its
corporate objectives
and
enhances
its
reputation.
It
enables
the
Company
to:

• Ø Recruit
  the
  right
  people
  from
  a
  diverse
  pool
  of
  talented
  candidates;

• Ø Make
  more
  informed
  and
  innovative
  decisions,
  drawing
  on
  the
  wide
  range
  of
  ideas,
  experiences, approaches
  and
  perspectives
  that
  employees
  from
  diverse
  backgrounds,
  and
  with
  differing
  skill
  sets, bring
  to
  their
  roles;
  and

• Ø Better
  represent
  the
  diversity
  of
  all
  our
  stakeholders.

The
Company
has
a
fair
dealing
policy
that
requires
all
employees
and
directors
to
deal
on
a
fair
and
honest basis
with
the
Company’s
shareholders,
customers,
suppliers,
consultants,
regulators
and
other
employees. Dealings
shall
be
done
on
an
arm’s
length
basis,
free
from
any
personal
interest
or
bias
and
without discrimination.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

The
Company’s
recruitment
policy
provides
that
selection
of
employees
will
be
such
that
no
discrimination
will be
made
on
the
basis
of
ethnicity,
religion,
age
or
gender.

The
Company
is
committed
to
achieving
the
goals
of:

• Ø Providing
  access
  to
  equal
  opportunities
  at
  work
  which
  is
  merit-­‐based,
  allowing
  employees
  to
  be considered
  for
  advancement
  and
  secondment
  opportunities
  based
  on
  achievement,
  experience
  and
  the value
  they
  could
  bring
  to
  a
  role;
  and

• Ø Fostering
  a
  corporate
  culture
  that
  embraces
  and
  values
  diversity.

Kingsrose
is
an
equal
opportunity
employer
and
welcomes
people
from
different
backgrounds.
Full
details
of the
Company’s
Diversity
Policy
may
be
found
on
the
Company’s
website
www.kingsrosemining.com.au.

The
Company’s
objectives
for
achieving
gender
diversity
during
the
financial
year
have
been
achieved
at
head office
level
in
that
there
are
three
men
and
four
women
employed.
One
woman
serves
in
a
senior
executive capacity.
No
women
serve
on
the
Board.

Insofar
as
the
Company’s
Indonesian
subsidiary
is
concerned,
the
ratio
of
men
to
women
is
99:1%.
Due
to
the nature
of
the
Company’s
operations,
it
is
not
possible
to
ensure
gender
equality
as
the
majority
of
employees are
underground
miners
and
women
have
not
sought
to
fill
these
positions.

**5. TIMELY

AND
BALANCED
DISCLOSURE**

**5(a) Shareholder

communication**

Pursuant
to
Principle
6,
The
Company’s
objective
is
to
promote
effective
communication
with
its
shareholders at
all
times.

Kingsrose
Mining
Limited
is
committed
to:

• Ensuring
  that
  shareholders
  and
  the
  financial
  markets
  are
  provided
  with
  full
  and
  timely
  information about
  the
  Company’s
  activities
  in
  a
  balanced
  and
  understandable
  way.

• Complying
  with
  continuous
  disclosure
  obligations
  contained
  in
  applicable
  the
  ASX
  listing
  rules
  and
  the Corporations
  Act
  in
  Australia.

• Communicating
  effectively
  with
  its
  shareholders
  and
  making
  it
  easier
  for
  shareholders
  to
  communicate with
  Kingsrose
  Mining
  Limited.

To
promote
effective
communication
with
shareholders
and
encourage
effective
participation
at
general meetings,
information
is
communicated
to
shareholders:

• Through
  the
  release
  of
  information
  to
  the
  market
  via
  the
  ASX.

• Through
  the
  distribution
  of
  the
  Annual
  Report
  and
  Notices
  of
  Annual
  General
  Meeting.

• Through
  shareholder
  meetings
  and
  investor
  relations
  presentations.

• Through
  letters
  and
  other
  forms
  of
  communication
  directly
  to
  shareholders.

• By
  posting
  relevant
  information
  on
  the
  Company’s
  website
  www.kingsrosemining.com.au

The
Company’s
website
has
a
dedicated
Investor
Relations
section
for
the
purpose
of
publishing
all
important Company
information
and
relevant
announcements
made
to
the
market.

The
external
auditors
are
required
to
attend
the
Annual
General
Meeting
and
are
available
to
answer
any shareholder
questions
about
the
manner
in
which
the
audit
and
preparation
of
the
audit
report
were conducted.

Kingsrose
Mining
Limited
Annual
Report Year
ended
30
June
2012

==> picture [25 x 21] intentionally omitted <==

**CORPORATE

GOVERNANCE
STATEMENT**

**5(b) Continuous

disclosure
policy**

The
Company
is
committed
to
ensuring
that
shareholders
and
the
market
are
provided
with
full
and
timely information
and
that
all
stakeholders
have
equal
opportunities
to
receive
externally
available
information issued
by
the
Company.
The
Company’s
“ASX
Disclosure
Policy”
described
in
5(a)
reinforces
the
Company’s commitment
to
continuous
disclosure
and
outline
management’s
accountabilities
and
the
processes
to
be followed
for
ensuring
compliance.

The
policy
also
contains
guidelines
on
information
that
may
be
price
sensitive.
The
Company
Secretary
has been
nominated
as
the
person
responsible
for
communications
with
the
ASX.
This
role
includes
responsibility for
ensuring
compliance
with
the
continuous
disclosure
requirements
with
the
ASX
Listing
Rules
and
overseeing and
coordinating
information
disclosure
to
the
ASX.

**6. RECOGNISING

AND
MANAGING
RISK**

The
Board
is
responsible
for
ensuring
there
are
adequate
policies
in
relation
to
risk
management,
compliance and
internal
control
systems.
The
Company’s
policies
are
designed
to
ensure
strategic,
operational,
legal, reputation
and
financial
risks
are
identified,
assessed,
effectively
and
efficiently
managed
and
monitored
to enable
achievement
of
the
Company’s
business
objectives.
A
written
policy
in
relation
to
risk
oversight
and management
is
being
established
(“Risk
Management
and
Internal
Control
Policy”).
Considerable
importance
is placed
on
maintaining
a
strong
control
environment.

**6(a) Board

oversight
of
the
risk
management
system**

The
Board
is
responsible
for
approving
and
overseeing
the
risk
management
system.
The
Board
reviews,
at least
annually,
the
effectiveness
of
the
implementation
of
the
risk
management
controls
and
procedures.

The
principal
aim
of
the
system
of
internal
control
is
the
management
of
business
risks,
with
a
view
to enhancing
the
value
of
shareholders'
investments
and
safeguarding
assets.

Although
no
system
of
internal control
can
provide
absolute
assurance
that
the
business
risks
will
be
fully
mitigated,
the
internal
control systems
have
been
designed
to
meet
the
Company's
specific
needs
and
the
risks
to
which
it
is
exposed.

Annually,
the
Board
is
responsible
for
identifying
the
risks
facing
the
Company,
assessing
the
risks
and
ensuring that
there
are
controls
for
these
risks,
which
are
to
be
designed
to
ensure
that
any
identified
risk
is
reduced
to an
acceptable
level.
The
Board
is
also
responsible
for
identifying
and
monitoring
areas
of
significant
business risk.
Internal
control
measures
currently
adopted
by
the
Board
include:

• monthly
  reporting
  to
  the
  Board
  in
  respect
  of
  operations
  and
  the
  Company’s
  financial
  position,
  with
  a

• comparison
  of
  actual
  results
  against
  budget;
  and

• regular
  reports
  to
  the
  Board
  by
  appropriate
  members
  of
  the
  management
  team
  and/or
  independent advisers,
  outlining
  the
  nature
  of
  particular
  risks
  and
  highlighting
  measures
  which
  are
  either
  in
  place
  or can
  be
  adopted
  to
  manage
  or
  mitigate
  those
  risks.

**6(b) Risk

management
roles
and
responsibilities**

The
Board
is
responsible
for
approving
and
reviewing
the
Company’s
risk
management
strategy
and
policy. Executive
management
is
responsible
for
implementing
the
Board
approved
risk
management
strategy
and developing
policies,
controls,
processes
and
procedures
to
identify
and
manage
risks
in
all
of
the
Company’s activities.

The
Board
is
responsible
for
satisfying
itself
that
management
has
developed
and
implemented
a
sound
system of
risk
management
and
internal
control.

**6(c) Internal

review
and
risk
evaluation**

Assurance
is
provided
to
the
Board
by
executive
management
on
the
adequacy
and
effectiveness
of
management controls
for
risk
on
a
regular
basis.