REDCASTLE RESOURCES LIMITED — Governance Information 2015

Oct 27, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

GRP Corporation Limited

57 096 781 716 30 June 2015

ABN/ARBN Financial year ended

Our corporate governance statement2 for the above period above can be found at:3

these pages of our annual report: Pages 34 to 45

this URL on our website: _____________________________________________

The Corporate Governance Statement is accurate and up to date as at 27 October 2015 and has been approved by the board.

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

Date here: 27 October 2015

Sign here:

Director

Print name: Mark Rowbottam

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.11.2	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the board andthose delegatedto management.Alisted entity should:(a)undertake appropriate checks before appointing a	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:Insert location here… and information about the respective roles andresponsibilitiesof ourboard and management(includingthose matters expressly reserved to the board and thosedelegated to management):at this location:Insert location here… the fact that we follow this recommendation:in our Corporate Governance StatementOR	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicablean explanation why that is soin our CorporateGovernance StatementOR
	person, or putting forward to security holders acandidate for election, as a director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.	at this location:_____________________________________________Insert location here	we are an externally managed entity and thisrecommendation is therefore not applicable
1.3	A listed entity should have a written agreement witheach director and senior executive setting out theterms 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 soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	The company secretary of a listed entity should be1.4accountable directly to the board, through the chair,on all matters to do with the proper functioning ofthe board.1.5A listed entity should:(a)haveadiversitypolicywhichincludesrequirements for the boardor a relevantcommittee of the board tosetmeasurable	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… the fact that we have a diversity policy that complieswith paragraph(a):in our Corporate Governance StatementOR	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicablean explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and this
	objectives for achieving gender diversity andtoassess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving genderdiversity set by the board or a relevant committeeof the board in accordance with the entity'sdiversity policy and its progress towards achievingthemand either:(1)the respective proportions of men and womenon the board, in senior executive positionsand across the whole organisation (includinghow the entity has defined "senior executive"for these purposes); or(2)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.	at this location:Insert location here… and a copy of our diversity policy or a summary of it:atthis location:http://www.grpcorporation.com.au/corpGovPlan.pdf…the measurable objectives for achieving gender diversityset by the board or a relevant committee of the board inaccordance with ourdiversity policy and ourprogresstowards achieving them:in our Corporate Governance Statement OR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:_____________________________________________	recommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
		Insert location here
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith 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 soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendationis therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith 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 soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod 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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensurethat the board has the appropriate balance ofskills, knowledge,experience, independence anddiversity to enable it to discharge its duties andresponsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee thatcomplies with paragraphs (1) and (2):in our Corporate Governance Statement OR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 Statement ORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have anomination committeeand the processes weemploy to address board successionissues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independenceand diversity to enable it to discharge its duties andresponsibilities effectively:in our Corporate Governance Statement ORat this location:Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity thatthe board currently has or is looking to achieve in itsmembership.	… our board skills matrix:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position, associationor relationship of the type described in Box2.3but the board is of the opinion that it does notcompromise the independence of the director,the nature of the interest, position, association orrelationship in question and an explanation ofwhy 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 beindependent directors:in our Corporate Governance StatementORat this location:Insert location here… where applicable, the information referred to inparagraph (b):in our Corporate Governance StatementORat this location:Insert location here… the length of service of each director:inour Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
2.4	A majority of the board of a listed entity should beindependent directors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
2.5	The chair of theboard of a listed entity should be anindependent director and, in particular, should notbe 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 soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.6	A listed entity shouldhave a program for inductingnew directors and provideappropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directorseffectively.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why thatis soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary ofit.	… 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 soin our CorporateGovernance Statement
4.1	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATEThe board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and(2)is chaired by an independent director, who isnot the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience ofthe members ofthe committee; and(5)in relation to each reporting period, the	REPORTING[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complieswith 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:	anexplanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	number of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclosethat fact andthe processes it employs thatindependently verify and safeguard the integrityof its corporatereporting, including the processesfor the appointment and removal of the externalauditor and the rotation of the audit engagementpartner.	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 anaudit committeeand theprocesses weemploy that independently verify andsafeguard the integrity of ourcorporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner:in our Corporate Governance StatementORat this location:Insert location here
4.2	The board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, intheir opinion,the financial records of the entity havebeen properly maintained and that the financialstatements comply with the appropriate accountingstandards and give a true and fair view of thefinancial position and performance of the entityandthat the opinion has been formed on the basis of asound system of risk management and internalcontrol 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 soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
4.3	A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM and is available toanswer questions from security holders relevant tothe audit.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity thatdoes nothold an annual general meeting and thisrecommendation 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 itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary ofit.	… our continuous disclosure compliance policy or asummary of it:in our Corporate Governance StatementORat this location:_____________________________________________	an explanation why that is soin our CorporateGovernance Statement
		Insert location here
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information aboutitself and its governance to investors via its website.	… information about usand ourgovernance on ourwebsite:at this location:http://www.grpcorporation.com.au/corpGovPlan.pdf	an explanation why that is soin our CorporateGovernance Statement
6.2	A listed entity should design and implement aninvestor relations program to facilitate effective twoway 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 soin our CorporateGovernance Statement
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	… our policies and processes forfacilitatingandencouragingparticipation at meetings of security holders:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity that does nothold periodic meetings of security holders and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
6.4	A listed entity should give security holders the optionto receive communications from, and sendcommunications to, the entity and its securityregistry electronically.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 7 –RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)havea committee or committees to oversee risk,each of which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity'srisk management framework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees tooversee risk that complywith 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 risk committeeorcommittees that satisfy (a) and the processes weemployfor overseeing ourrisk management framework:in our Corporate Governance StatementOR	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
		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 atleast annually to satisfy itself that it continues tobe 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 soin our CorporateGovernance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;OR(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsrisk management and internal control processes.	[If the entity complies with paragraph (a):]… how our internal auditfunction is structured and whatrole 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 functionand the processes weemploy for evaluating andcontinually improving the effectiveness of ourriskmanagement and internal control processes:in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
7.4	A listed entity should disclose whetherit has anymaterial exposureto economic, environmental andsocial sustainabilityrisksand, if it does, how itmanages or intends to manage those risks.	… whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo,how wemanage or intend to manage those risks:inour Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance 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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuringthat such remuneration is appropriate and notexcessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee thatcomplies 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 committeeand the processes weemploy for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration is	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod 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 policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives.	… separately our remuneration policies and practicesregarding the remuneration of non-executive directors andthe remuneration of executive directors and other seniorexecutives:in our Corporate Governance StatementORat this location:_____________________________________________Insert locationhere	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise)which limit the economic risk of participating inthe 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 Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe do not have an equity-based remuneration schemeand this recommendation is therefore not applicable ORwe are an externally managed entity and thisrecommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externallymanaged listed entities:The responsible entity of an externally managedlisted entity should disclose:(a)the arrangements between the responsible entityand the listed entity for managing the affairs ofthe listed entity;(b)the role and responsibility of the board of theresponsibleentityforoverseeingthosearrangements.	… 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 soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
-	Alternative to Recommendations8.1, 8.2and8.3forexternally managed listed entities:An externally managed listed entity should clearlydisclose the terms governing the remuneration of themanager.	… the terms governing our remuneration as manager ofthe entity:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement