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RANGE INTERNATIONAL LIMITED — Governance Information 2021
Feb 25, 2021
65662_rns_2021-02-25_e87c37e1-bed7-46dd-a5b1-04167b6799bf.pdf
Governance Information
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Range International Limited
22 611 998 200 31 December 2020
ABN/ARBN Financial year ended:
Our corporate governance statement1 for the period above can be found at:2
☐ These pages of our annual report:
☒ This URL on our
website: https://www.rangeinternational.automic.com.au/documents
The Corporate Governance Statement is accurate and up to date as at 26 February 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 February 2021 |
|---|---|
| Name of authorised officerauthorising lodgement: | Richard Jenkins |
See notes 4 and 5 below for further instructions on how to complete this form.
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.
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.
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.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. | ☒and we have disclosed a copy of our board charterat:https://www.rangeinternational.automic.com.au/documents | |
| 1.2 | A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. | ☒ | |
| 1.3 | A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. | ☒ | |
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. | ☒ |
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 where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
5 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.
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executivepositions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. | ☒set outin our Corporate Governance Statement | |
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:Board Charter athttps://www.rangeinternational.automic.com.au/documentsand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:In the Corporate Governance Statement. |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | ||
|---|---|---|---|---|
| 1.7 | (a)(b) | A listed entity should:have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;anddisclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:In the Corporate Governance Statementand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:In the Corporate Governance Statement. |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 2 - | STRUCTURE THE BOARD TO BE EFFECTIVE AND 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively. | ☒set outin our Corporate Governance Statement | |
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. | ☒set outin our Corporate Governance Statement | |
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. | ☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:In the Corporate Governance Statement.and, where applicable, the information referred to in paragraph (b)at:N/Aand the length of service of each director at:In the Annual Report. |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | ☒set outin our Corporate Governance Statement | |
| 2.5 | The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity. | ☒set outin our Corporate Governance Statement | |
| 2.6 | A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. | ☒ | |
| PRINCIPLE 3 – | INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should articulate and disclose its values. | ☒set outin our Corporate Governance Statement | |
| 3.2 | A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. | ☒and we have disclosed our codeof conduct at:https://www.rangeinternational.automic.com.au/documents | |
| 3.3 | A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. | ☒and we have disclosed our whistleblower policy at:https://www.rangeinternational.automic.com.au/documents | |
| 3.4 | A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. | ☒set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | ||
| 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 | ☒set outin our Corporate Governance Statement | |
| executive directors and a majority of whom areindependent directors; and | |||
| (2)is chaired by an independent director, who is notthe chair of the board, | |||
| and disclose: | |||
| (3)the charter of the committee; | |||
| (4)the relevant qualifications and experience of themembers of the committee; and | |||
| (5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or | |||
| (b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagementpartner. | |||
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. | ☒ | |
| 4.3 | A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. | ☒ |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. | ☒and we have disclosed our continuous disclosure compliance policyat:https://www.rangeinternational.automic.com.au/documents | |
| 5.2 | A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. | ☒ | |
| 5.3 | A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation. | ☒ | |
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | ||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | ☒and we have disclosed information about us and our governance onour website at:https://www.rangeinternational.automic.com.au/documents | |
| 6.2 | A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. | ☒ | |
| 6.3 | A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. | ☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:In the Corporate Governance Statement | |
| 6.4 | A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands. | ☒ | |
| 6.5 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | ☒ |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | ☒set outin our Corporate Governance Statement | |
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. | ☒set outin our Corporate Governance Statement | |
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. | ☒[If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:In the Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 7.4 | A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. | ☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:in the Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | ☒set outin our Corporate Governance Statement | |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | ☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:In the Annual Report | |
| 8.3 | A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | ☒and we have disclosed our policy on thisissue or a summary of it at:https://www.rangeinternational.automic.com.au/documents |

CORPORATE GOVERNANCE STATEMENT
The Board of Range International Limited (Range or Company) recognises the importance of having proper and effective corporate governance arrangements and of communicating our approach to corporate governance to our shareholders.
The ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition) seek to promote eight (8) general corporate governance principles and provide recommendations as to how a listed entity might give effect to these eight principles (ASX Recommendations).
This Corporate Governance Statement discloses the extent to which Range has followed the ASX Recommendations during the reporting period and identifies any Recommendation which the Company has not followed and states the Company's reasons and the alternative governance practices the Company adopted in lieu of the Recommendation. This corporate governance statement is current as 31 December 2020 and has been approved by the Board of the Company (Board).
| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| 1.Lay solid foundations for management and oversight | ||
| 1.1.A listed entity should have and disclose a boardcharter setting out: | Yes | The Company's Board Charter sets out (amongst other things): |
| (a)the respective roles and responsibilities ofthe Board and Management; and | a)the responsibilities between the Board of Directors andmanagement; | |
| b)the role and responsibilities of the Chair; and | ||
| (b)those matters expressly reserved to theBoard and those delegated toManagement. | c)the matters expressly reserved to the Board that are notexpressly required by law to be approved by the Board. | |
| A copy of the Board Charter is available on the Company Website. | ||
| https://www.rangeinternational.automic.com.au/documents | ||
| All other matters are delegated to management. | ||
| Each Director has the right to seek, with the consent of the Chairman,independent professional advice at the expense of the Company on anymatter connected with the discharge of the Director's responsibilities.Each Board Committee may also seek the advice of independentadvisers on any matter relating to the powers, duties or responsibilitiesof the Committee. | ||
| The Company has made clear to the Directors and senior executivestheir roles and responsibilities and its expectations of them in the formof a letter of appointment or a detailed service contract. | ||
| 1.2.A listed entity should: | Yes | The Company has undertaken appropriate checks in respect of the |
| (c)undertake appropriate checks beforeappointing a Director or senior executive orputting someone forward for election as a | Directors and will ensure that appropriate checks are undertaken beforeany further appointment to the Board is made. | |
| Director; and(d)provide security holders with all materialinformation in the Company's possessionrelevant to a decision on whether or not toelect or re-elect a Director. | The Company will continue to provide shareholders with all materialinformation in its possession relevant to a decision on whether or not toelect or re-elect a director. This information will be provided in theExplanatory Notes accompanying a Notice of Meeting. |


| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| 1.3.A listed entity should have a written agreementwith each Director and senior executive settingout the terms of their appointment. | Yes | The Company has entered into written agreements with directors MrRichard Jenkins, Mr Christopher Fong and Mr Stephen Bowhill. Eachagreement sets out the terms of the appointment of Mr Jenkins, Mr Fongand Mr Bowhill in their respective positions as members of the Board. |
| 1.4.The company secretary of a listed entity shouldbe accountable directly to the Board, through thechair, on all matters to do with the properfunctioning of the Board. | Yes | The Company recognises the important role played by the CompanySecretary in supporting the effectiveness of the Board and itsCommittees and has ensured that the Company Secretary isaccountable directly to the Board, through the Chair, on all matters todo with the proper functioning of the Board. All Directors have access tothe Company Secretary for the purpose of obtaining information andadvice and the Company Secretary is able to communicate directly witheach of the Directors. |
| 1.5.A listed entity should: | No | The Board adopted a Diversity and Inclusion Policy (Policy). The Policy |
| (a)have and disclose a diversity policy; | imposes responsibility on the Board to establish diversity relatedmeasurable objectives and to assess annually both the objectives and | |
| (b)through its Board or a committee of theBoard set measurable objectives for | the Company's progress in achieving them. | |
| achieving gender diversity in the | The Company, at its current size, has not set measurable objectives with | |
| composition of its Board, senior executivesand workforce generally; and | respect to gender diversity. | |
| As the Company develops, the Board intends to review its practices, | ||
| (c)disclose in relation to each reporting period: | and if deemed necessary in the future, the Board may consider adoptingmeasurable objectives with respect to gender diversity. | |
| (1)the measurable objectives set for thatperiod to achieve gender diversity; | ||
| (2)the entity's progress towards achieving | ||
| those objectives; and | ||
| (3)either : | ||
| a.the respective proportions of men | ||
| and women on the Board, in | ||
| senior executive positions andacross the whole workforce | ||
| (including how the entity has | ||
| defined "senior executive" for | ||
| these purposes); orb.if the Company is a relevant | ||
| employer" under the Workplace | ||
| Gender Equality Act 2012 (Cth),the Company's most recent | ||
| "Gender Equality Indicators", as | ||
| defined in and published underthat Act. | ||
| 1.6.A listed entity should: | Yes | |
| (a)have and disclose a process for periodically | ||
| evaluating the performance of the Board, itscommittees and individual Directors; and | ||

| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| (b)disclose for each reporting period whether aperformance evaluation has beenundertaken in accordance with that processduring or in respect of that period. | The Board's Charter, provided on the Company website, details theCompany's commitment ofevaluating, at least annually, theperformance of the Board, each Board Committee and each Director.During the financial year ending 31 December 2020, an evaluation ofthe Board, its committees and individual directors was not undertaken.The Company anticipates that such a review will be completed for the2021 financial year. | |
| 1.7.A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives at least once every reportingperiod; and(b)disclose for each reporting period whether aperformance evaluation has beenundertaken in accordance with that processduring or in respect of that period. | Yes | The Board is responsible for evaluating the performance of the CEO andthe CEO evaluates the performance of executives reporting to him.Such a review was not undertaken during the financial year ending 31December 2020. The Company anticipates that such a review will becompleted for the 2021 financial year. |
| 2.Structure the Board to be effective and add value | ||
| 2.1.The Board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majorityof 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 metthroughout the period and theindividual attendances of the membersat those meetings; or | No | Range's Board has established a Remuneration and NominationCommittee and a Charter for the Committee. As at 31 December 2020,the committee comprised to Executive Directors, Richard Jenkins andChristopher Fong.Due to the current structure of the Board of the Company, it is notpossible to have a committee with three members, majority of whom areindependent Directors.Where the composition of the Board evolves in the future, the Companywill consider the structure of the Committee and make necessarychanges as required.A copy of the Committee Charter is available on the Company's website.The number of times that the committee met throughout the year isincluded in the 31 December 2020 Annual Report of the Company. |
| (b)if it does not have a nomination committee,disclose that fact and the processes itemploys to address Board successionissues and to ensure that the Board has theappropriate balance of skills, knowledge,experience, independence and diversity to |


| Comply | ||
|---|---|---|
| ASX Principles and Recommendations | (Yes/No) | Explanation |
| enable it to discharge its duties andresponsibilities effectively. | ||
| 2.2.A listed entity should have and disclose a Boardskills matrix setting out the mix of skills anddiversity that the Board currently has or islooking to achieve in its membership. | No | The Board strives to ensure that it is comprised of Directors with a blendof skills, experience and attributes appropriate for the Company and itsbusiness. The skills and experience of the current directors is set out inthe Company's 31 December 2020 Annual Report. Currently theCompany has not developed a board skills matrix. |
| 2.3.A listed entity should disclose:(a)the names of the Directors considered bythe Board to be independent Directors;(b)if a Director has an interest, position orrelationship that might cause doubts aboutthe independence of a Director but theBoard is of the opinion that it does notcompromise the independence of theDirector, the nature of the interest, positionor relationship in question and anexplanation of why the Board is of thatopinion; and | Yes | Range's Board currently comprises of two Executive Directors (MrJenkins and Mr Fong) and the Company's Managing Director (StephenBowhill). None of the Directors are currently considered independentDirectors.The Board's Charter defines the criteria for a Non-Executive Director tobe independent and provides that in assessing independence, theBoard will have regard to the factors set out in the ASXRecommendations.The length of service of each Director is set out in the Company'sDirectors' Report for the reporting period. |
| (c)the length of service of each Director. | ||
| 2.4.The majority of the Board should be independentDirectors. | No | None of the current Directors are considered to be independentDirectors.As the business develops, changes to and/ or furtherappointments to the Board may be warranted and the Board willconsider the need to appoint independent Directors. |
| 2.5.The chair of the Board should be an independentDirector and, in particular, should not be thesame person as the CEO of the entity. | No | The Company notes the ASX Corporate Governance Council'srecommendation that the chair of the board of a listed entity be anindependent director.On 5 December 2019, Mr Jenkins assumed the role of ExecutiveChairman. Although Mr Jenkins is not considered to be an independentDirector, the Company has adopted a number of practices to regulatethe division of responsibilities between the Board and management, andthe accountability of management to the Board, including, separatingthe role of Executive Chairman from that of CEO. |
| 2.6.A listed entity should have a program forinducting new Directors and for periodicallyreviewing whether there is a need for existingDirectorstoundertakeprofessionaldevelopmenttomaintaintheskillsandknowledge needed to perform their role as aDirector effectively. | Yes | Directors may, with the approval of the Chairman, undertake appropriateprofessional development opportunities at the Company's expense tomaintain the skills and knowledge needed to perform their role.Once appointed, new Directors undergo an induction program duringwhich they meet with Key Management Personnel and are provided afull briefing on the Company's operations, its strategies, the nature of itsvarious businesses, its financial position and performance and itsoperational and risk management.The Board has delegated to the Remuneration and NominationCommittee responsibility for developing and reviewing a professionaldevelopment program for the Directors and for establishing theCompany's induction process for new directors. |
| 3.Instil a culture of acting lawfully, ethically and responsibly | ||
| 3.1.A listed entity should articulate and disclose itsvalues. | No | The Company is currently in the process of preparing a current setof values, however, this has not been completed as at the date ofthis Corporate Governance Statement. The Company anticipatesthat a statement of values will be adopted during the 2021 financialyear. |

| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| 3.2.A listed entity should:(a)have and disclose a code of conduct for itsDirectors, senior executives andemployees; and(b)ensure that the Board or a committee of theBoard is informed of any material breachesof that code. | Yes | The Board is committed to the establishment and maintenance ofappropriate ethical standards in order to instil confidence in both clientsand the community in the way the Company conducts its business.These standards are encapsulated in the Code of Conduct whichoutlines how the Company expects each person who represents it tobehave and conduct business.A copy of the Code of Conduct is available on the Company's website.Any breaches of the code, or any policy of the Company, are reportedto the Board. |
| 3.3.A listed entity should:(a)have and disclose a Whistleblower Policy;and(b)ensure that the Board or a committee of theBoard is informed of any material incidentsreported under that policy. | Yes | The Company has a Whistleblower Policy available on theCompany Website. Any material incidents reported under thatpolicy are reported to the Board.Any breaches of the policy, or any policy of the Company, are reportedto the Board. |
| 3.4.A listed entity should:(a)have and disclose an anti-bribery andcorruption policy; and(b)ensure that the Board or a committee of theBoard is informed of any material breachesof that policy. | No | Due to the Company's current size and level of operations, theCompany does not currently have anti-bribery and corruption policy inplace.The Company ensures that any material anti-bribery or corruptionmatter is notified to the Company's Board. |
| 4.Safeguard the integrity of corporate reports | ||
| 4.1.The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all ofwhom are non-executive Directorsand a majority of whom areindependent 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 andexperience of the members of thecommittee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and theindividual attendances of the membersat those meetings; or(b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes for theappointment and removal of the external | No | The Board has established an Audit and Risk Committee to assist theBoard in the effective discharge of its responsibilities in relation tofinancial and corporate reporting as well as risk management,compliance, and audit matters. Whilst the Board retains ultimateresponsibility for these matters, the Board considers that having aseparate audit committee to assist it, is an effective mechanism to verifyand safeguard the integrity of the Company's corporate reportingprocesses.As at 31 December 2020, the committee comprised to ExecutiveDirectors, Richard Jenkins and Christopher Fong.Due to the current structure of the Board of the Company, it is notpossible to have a committee with three members, majority of whom areindependent Directors.Where the composition of the Board evolves in the future, the Companywill consider the structure of the Committee and make necessarychanges as required.A copy of the Committee Charter is available on the Company's website.The number of times that the committee met throughout the year isincluded in the 31 December 2020 Annual Report of the Company. |


| ASX Principles and Recommendations | Comply(Yes/No) | Explanation | |
|---|---|---|---|
| 4.2. | The Board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFOa declaration that, in their opinion, the financialrecords of the entity have been properlymaintained and that the financial statementscomplywiththeappropriateaccountingstandards and give a true and fair view of thefinancial position and performance of the entityand that the opinion has been formed on thebasis of a sound system of risk managementandinternalcontrolwhichisoperatingeffectively. | Yes | Before approving the Company's financial statements for a financialperiod, the Board receives a declaration from the Chief ExecutiveOfficer and Chief Financial Officer (or persons acting in thosefunctions) that in their opinion the financial records of the Companyhave been properly maintained and that the financial statementscomply with the appropriate accounting standards and give a trueand fair view of the financial position and performance of theCompany and that this opinion has been formed on the basis of asound system of risk management and internal control which isoperating effectively. |
| 4.3. | A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is not auditedor reviewed by an external auditor. | Yes | The Company ensures that any periodic corporate report it releasesto the market that is not audited or reviewed by an external auditorundergoes review by the full Board of the Company. Such a reportis only released to the market once all directors have approved thedocument for release. |
| 5. | Make timely and balanced disclosure | ||
| 5.1. | A listed entity should have and disclose a writtenpolicyforcomplyingwithitscontinuousdisclosure obligations under ASX Listing Rule3.1. | Yes | The Company has established a Continuous Disclosure Policy whichestablishes assessment and authorisation processes designed toensure that the Company's announcements are timely and expressedin a clear and balanced manner that allows investors to assess theimpact of the information when making investment decisions. TheContinuous Disclosure Policy is available on the Company website. |
| 5.2. | A listed entity should ensure that its Boardreceivescopiesofallmaterialmarketannouncements promptly after they have beenmade. | Yes | All directors are provided a copy of all material announcements by theCompany Secretary promptly after they have been released to themarket. |
| 5.3. | A listed entity that gives a new and substantiveinvestor or analyst presentation should releasea copy of the presentation materials on the ASXMarket Announcements Platform ahead of thepresentation. | Yes | Pursuant to the Company's Continuous Disclosure Policy and the ASXListing Rules, any materials distributed at analyst and media briefingsare lodged first with ASX. The Company will not disclose any informationthat a reasonable person might regard as being price sensitive unlesssuch information has previously been released to the market throughthe ASX or is otherwise already in the public domain. |
| 6. | Respect the rights of security holders | ||
| 6.1. | A listed entity should provide information aboutitself and its governance to investors via itswebsite. | Yes | The Company's website provides ready access to information about theCompany, the Board, the Company's governance practices, reports andkey documents. |
| 6.2. | A listed entity should have an investor relationsprogramthatfacilitateseffectivetwo-waycommunication with investors. | Yes | The Company's current investor relations program uses the followingadditional means to communicate with shareholders and otherstakeholders:•the Company's quarterly, half year and full year reports; and•by offering the opportunity to register for email alerts regardingCompany announcements and weekly share trading activity on theinvestor relations page of the Company's website. |
| 6.3. | A listed entity should disclose how it facilitatesand encourages participation at meetings ofsecurity holders. | Yes | Security holders have the ability to communicate with Directorsthrough various means including:•having the opportunity to ask questions of Directors at all generalmeetings;•the presence of the Auditor at AGMs to take shareholder questionson any issue relevant to their capacity as Auditor; and |

| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| •the Company having Directors available to answer shareholderquestions submitted by telephone, email and other means (whereappropriate). | ||
| Traditionally, the key forum for two-way communication between theCompany and its security holders is its AGM. | ||
| 6.4.A listed entity should ensure that all substantiveresolutions at a meeting of security holders aredecided by a poll rather than by a show of hands. | Yes | At the 2020 Annual General Meeting of the Company, all resolutionwere decided by way of a poll. The Company anticipates that allresolutions shareholder meetings in the future will also be decidedby way of a poll. |
| 6.5.A listed entity should give security holders theoption to receive communications from, andsend communications to, the entity and itssecurity registry electronically. | Yes | Security holders can register with the Company to receive emailnotifications when an announcement is made by the Company to theASX.Security holders can also elect to receive electronic communications viathe Company's registry, Automic Registry Services. |
| 7.Recognise and manage risk | ||
| 7.1.The Board of a listed entity should:(a)have a committee or committees to overseerisk, each of which:(1)has at least three members, a majorityof 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 metthroughout the period and theindividual attendances of the membersat those meetings; or(b)if it does not have a risk committee orcommittees that satisfy (a) above, disclosethat fact and the processes it employs foroverseeing the entity's risk management | No | The Board has established an Audit and Risk Committee to assist theBoard in the effective discharge of its responsibilities in relation tofinancial and corporate reporting as well as risk management,compliance, and audit matters. Whilst the Board retains ultimateresponsibility for these matters, the Board considers that having aseparate audit committee to assist it, is an effective mechanism to verifyand safeguard the integrity of the Company's corporate reportingprocesses.As at 31 December 2020, the committee comprised to ExecutiveDirectors, Richard Jenkins and Christopher Fong.Due to the current structure of the Board of the Company, it is notpossible to have a committee with three members, majority of whom areindependent Directors.Where the composition of the Board evolves in the future, the Companywill consider the structure of the Committee and make necessarychanges as required.A copy of the Committee Charter is available on the Company's website.The number of times that the committee met throughout the year isincluded in the 31 December 2020 Annual Report of the Company. |
| framework. | ||
| 7.2.The Board or a committee of the Board should:(a)review the entity's risk managementframework at least annually to satisfy itselfthat it continues to be sound and that theentity is operating with due regard to therisk appetite set by the Board; and(b)disclose, in relation to each reportingperiod, whether such a review has takenplace. | No | Although the Company's risks against the business operations and riskmanagement processes were discussed at the Board meetings, theCompany did not undertake a formal review of the Company's riskmanagement framework during the reporting period. |
| 7.3.A listed entity should disclose: | Yes | Due to the Company's current size, the Company does not have an |
| (a)if it has an internal audit function, how thefunction is structured and what role itperforms; or | internal audit function. The Company's Audit and Risk Committeeevaluates the effectiveness of the Company's risk management andinternal control processes. |

| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| (b)if it does not have an internal audit function,that fact and the processes it employs forevaluation and continually improving theeffectiveness of its governance, riskmanagement and internal controlprocesses. | ||
| 7.4.A listed entity should disclose whether it has anymaterial exposure to environmental or socialrisks and if it does, how it manages or intends tomanage those risks. | Yes | All material risks to economic, environmental and social sustainabilityrisks will be announced to the market, in accordance with therequirements of the ASX Listing Rules and otherwise. |
| 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 majorityof 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 | No | Range's Board has established a Remuneration and NominationCommittee and a Charter for the Committee. As at 31 December 2020,the committee comprised to Executive Directors, Richard Jenkins andChristopher Fong.Due to the current structure of the Board of the Company, it is notpossible to have a committee with three members, majority of whom areindependent Directors.Where the composition of the Board evolves in the future, the Companywill consider the structure of the Committee and make necessarychanges as required.A copy of the Committee Charter is available on the Company's website.The number of times that the committee met throughout the year isincluded in the 31 December 2020 Annual Report of the Company. |
| throughout the period and theindividual attendances of the membersat those meetings; or(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the leveland composition of remuneration forDirectors and senior executives andensuring that such remuneration isappropriate and not excessive. | ||
| 8.2.A listed entity should separately disclose itspoliciesandpracticesregardingtheremuneration of non-executive Directors and theremuneration of executive Directors and othersenior executives. | Yes | The Company disclosed its remuneration policy in the Annual Report forthe period ending 31 December 2020. |


| ASX Principles and Recommendations | Comply(Yes/No) | Explanation |
|---|---|---|
| 8.3.A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions(whether through use of derivatives orotherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | Yes | The Company has established a Securities Trading Policy whichprohibits directors, KMPs and employees who work in the Company'shead office from entering into arrangements which have the effect ofhedging the risk associated with the equity element of an incentiveopportunity. This prohibition seeks to protect the relationship betweenequity incentives and Company performance and ensure that KMPs areexposed to the risks associated with share value growth. The SecuritiesTrading Policy is available on the Company website. |
STATEMENT OF CORPORATE GOVERNANCE 9
