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REGIS RESOURCES LIMITED Governance Information 2019

Oct 23, 2019

65733_rns_2019-10-23_78c32d3a-b4f1-4303-8068-3acfb1044ec5.pdf

Governance Information

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Principle

Met Comment

1 – Lay solid foundations for management and oversight

  • 1.1 A listed entity should disclose:

  • a) The respective roles and responsibilities of its board and management; and

  • ✓ The Company has a Board Charter in the Corporate Governance section of its website which sets out the responsibilities of the Board and management.

The Board’s primary responsibility is to oversee the Company’s business activities and management for the benefit of its shareholders, which includes:

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

  • Providing ongoing and effective cultural stewardship which includes ensuring that the organisation’s structures, policies and procedures are actively supporting the desired culture of the organisation;

  • monitoring actual performance against defined performance expectations;

  • overseeing the management of business risks;

  • 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 processes are in place and functioning appropriately;

  • Ensuring that Regis acts legally and responsibly on all matters;

  • Reporting to and advising shareholders;

  • Appointing and, where appropriate, removing the CEO, monitoring other key executive appointments and planning for executive succession; and

  • Overseeing and evaluating the performance of the CEO, and through the CEO, receiving reports on the performance of other senior executives in the context of the organisation’s strategies and objectives and their attainment.

The Board has established an Audit and Risk Management Committee and a Remuneration, Nomination and Diversity Committee to assist it in discharging its functions.

Principle Principle Met Comment
b) Those matters expressly reserved to
the board and those delegated to
management.
The Managing Director is responsible for running the affairs of the
Company under delegated authority from the Board and to
implement the policies and strategy set by the Board. In carrying
out his responsibilities the Managing Director must report to the
Board in a timely manner and ensure all reports to the Board
present a true and fair view of the Company’s financial condition
and operational results.
Senior executives are responsible for supporting the Managing
Director and to assist the Managing Director in running the general
operations and financial business of the Company, in accordance
with the delegated authority of the Board.
1.2 A listed entity should:
a) Undertake appropriate checks before
appointing a person, or putting forward
to security holders a candidate for
election, as a director; and
b) Provide security holders with all
material information in its possession
relevant to a decision on whether or
not to elect or re-elect a director.

The Board, through the Remuneration, Nomination and Diversity
Committee, oversees the appointment, selection and induction
process for Directors. When a vacancy exists or there is need for
particular skills, the Board determines the selection criteria based
on the skills deemed necessary.
The Board identifies potential candidates and they are assessed by
the Board against background, experience, professional skills,
personal qualities and their availability to commit themselves to
the Board’s activities and those of the Company. The Board then
appoints the most suitable candidate.
The skills, experience and qualifications of each Director are
documented on the Company’s website and are also included in
the Annual Report. A summary of this information is contained in
the Company’s Notice of Annual General Meeting for those
Director’s that are standing for re-election.
1.3 A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
Written agreements are in place with each Director and senior
executive setting out the terms of their appointment.
1.4 The company secretary of a listed entity
should be accountable directly to the board,
through the chair, on all matters to do with
the proper functioning of the board.
The Company Secretary is accountable directly to the Board,
through the Chairman, on all matters to do with the proper
functioning of the Board.
The Company Secretary is responsible for advising the Board and its
Committees on governance matters, ensuring correct Board and
Committee policy and procedure is followed, coordinating the
preparation and dispatch of Board and Committee papers, taking
accurate minutes that reflect the business discussed at meetings
and facilitating the professional development of Directors.
Each Director of the Company is able to communicate directly with
the Company Secretary and vice versa.
1.5 A listed entity should:
a) Have a diversity policy which includes
requirements for the board or a
relevant committee of the board to set
measurable objectives for achieving
gender diversity and to assess annually
both the objectives and the entity’s
progress in achieving them;
The Company has a Diversity Policy and has set measurable
objectives for achieving gender diversity. The Board assesses these
objectives annually along with the Company’s progress in achieving
them.
Principle Principle Met Comment Comment Comment Comment Comment Comment
b) Disclose that policy or a summary of it;
and
c) Disclose as at the end of each reporting
period the measurable objectives for
achieving gender diversity set by the
board or a relevant committee of the
board in accordance with the entity’s
diversity policy and its progress
towards achieving them and either:

The Company’s policy is to recruit and manage on the basis of
qualification for the position and performance; regardless of
gender, age, nationality, race, religious beliefs, cultural background
or sexuality. The Company’s Diversity Policy sets out objectives
relating to diversity and strategies to achieve those objectives.
The Company’s Diversity Policy is located in the Corporate
Governance section of the Company’s website at:
www.regisresources.com.au
Objective Status
Report monthly gender diversity
statistics to the Board which are
measured against historical
percentages and industry
averages
The Board receives a monthly
management report that
details the gender diversity in
the Company. Female
participation at the end of
June 2019 was 21% versus the
industryaverage of 16%.
All new Non-Executive Board
appointments should preferably
include at least one female
short listed candidate
Achieved.

the respective proportions of men
and women on the board, in senior
executive positions and across the
whole organisation (including how
the entity has defined “senior
executive” for these purposes); or

if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in and
published under the Act.

N/A
Women Men Total %
Women
Board 1 5 6 17%
KMP - 1 1 0%
GM’s 2 8 10 20%
Other 67 254 321 21%
Total 70 268 338 21%
1.6 A listed entity should:
a) have and disclose a process for
periodically evaluating the performance
of the board, its committees and
individual directors; and
The Company’s Corporate Governance Policies include a
Performance Evaluation Process Policy which discloses the annual
process for evaluating performance.
The Board is required to assess its performance as a whole and the
performance of the Committees of the Board annually. This process
occurs at the end of the financial year and the Performance
Evaluation Process establishes some guidelines for this review.
The Chairman and the Board regularly discussed the performance
and composition of the Board and various Committees during the
year. Whilst this process is continual and ongoing, a formal self-
Principle Principle Met Comment
b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
assessment is also completed by each Director of their own
performance along with the effectiveness of the Board as a whole.
In addition, the Chairman annually reviews the individual
performance and contribution to the Board of each Director.
A performance evaluation of the Board and its Directors was
undertaken during the reporting period in accordance with the
Company’s Performance Evaluation Policy.
1.7 A listed entity should:
a) have and disclose a process for
periodically evaluating the performance
of its senior executives; and
b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.

The performance of the Managing Director is reviewed by the
Remuneration, Nomination and Diversity Committee.
The Managing Director is responsible for assessing the
performance of the senior executives within the organisation. This
is performed annually.
While no formal performance evaluation was completed, there was
an informal process completed as part of the remuneration
considerations for FY20. A consistent performance evaluation
process will be introduced across the Company.
2 – Structure the Board to Add Value
2.1 The board of a listed entity should:
a) have a nomination committee which:

has at least three members, a
majority of whom are independent
directors; and

is a chaired by an independent
director,

and disclose:

the charter of the committee; and

the members of the committee;
and

as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings.




The Company has a Remuneration, Nomination and Diversity
Committee that has 3 members who are all independent Non-
Executive Directors.
The Committee is chaired by Mr Ross Kestel who is an
independent Non-Executive Director.
The Charter of the Committee is available in the Corporate
Governance section of the Company’s website at
www.regisresources.com.au
Member
Attended
Held
Mr Ross Kestel(Chairman)
4
4
Mr Mark Okeby
3
3
Mr James Mactier
4
4
Mr Steve Scudamore
-
-
Mr Mark Okeby ceased to be a Director of Regis effective from 20
February 2019.
Mr Steve Scudamore was appointed as a Director of Regis on 13
May 2019 and was appointed to the Remuneration, Nomination
and Diversity Committee with effect from 27 May 2019.
Principle Principle Met Comment Comment Comment
2.2 A listed entity should have and disclose a
board skills matrix setting out the mix of
skills and diversity that the board currently
has or is looking to achieve in its
membership.
The Company has sought to structure its Board so that it
incorporates a range of differing skill sets that are relevant to it.
The following table summarises the skills and experience of the
Company’s Directors:
Skill/Experience
Number of
Directors
Other
ASX
Listed
Board
of
Director
Experience
3
Corporate Finance
4
Accounting
2
Exploration/Geology
1
Natural Resources Operational Management
Experience
3
Project Development and Construction
3
Risk Management and Compliance
6
Workplace Health, Safety, Environment and
Community (“HSEC”)experience
3
Ability to chair Audit and Risk Management
Committee
4
Ability to chair Remuneration, Nomination
and DiversityCommittee
4
Mr Mark Clark ceased to be a Director of Regis effective from 23
November 2018.
Mr Mark Okeby ceased to be a Director of Regis effective from 20
February 2019.
Mr Steve Scudamore was appointed as a Director of Regis on 13
May 2019.
The Board skills matrix is available in the Corporate Governance
section of the Company’s website atwww.regisresources.com.au
2.3 A listed entity should disclose:
a) the names of the directors considered
by the board to be independent
directors;
The table below shows which Directors are considered to be
independent and their length of service with the Company:
Director
Independent
Service
Mr Ross Kestel
Yes
10.0years
Mr Paul Thomas
No
3.6years
Mr James Mactier
Yes
3.4years
Mrs Fiona Morgan
Yes
2.6years
Mr Jim Beyer
No
0.7years
Mr Steve Scudamore
Yes
0.1years
Director Independent Service
Mr Ross Kestel Yes 10.0years
Mr Paul Thomas No 3.6years
Mr James Mactier Yes 3.4years
Mrs Fiona Morgan Yes 2.6years
Mr Jim Beyer No 0.7years
Mr Steve Scudamore Yes 0.1years
b) if a director has an interest, position, an
association or relationship of the type
described in Box 2.3 but the board is of
the opinion that it does not
compromise the independence of the
director, the nature of the interest,
position, association or relationship in
The Board assesses the independence of Directors taking into
consideration the criteria of the type described in Box 2.3 of the
Principles.
Mrs Fiona Morgan is also the Managing Director, Chief Executive
Officer and a shareholder of Mintrex Pty Ltd (“Mintrex”), which
provides technical engineering services to Regis. The Board is of the
opinion that this relationship does not materially influence or could
Principle Principle Met Comment
question and an explanation of why the
board is of that opinion; and
reasonably be perceived to materially influence her capacity to
bring an independent judgement to bear on issues before the Board
and to act in the best interests of the entity and its security holders
generally. The amount paid to Mintrex in the 2019 Financial Year
was less than 0.07% of Regis revenue for that period.
During the year, the Company engaged Mintrex to engineer
preliminary plant designs for the McPhillamys Project. Mrs Morgan
and Mintrex have structured their management of this engineering
project to ensure she has no involvement in the control or direction
of the work.
See table at 2.3(a) above.
c) the length of service of each director.
2.4 A majority of the board of a listed entity
should be independent directors.
The Board comprises of a majority of independent Directors.
2.5 The chair of the board of a listed entity
should be an independent director and, in
particular, should not be the same person
as the CEO of the entity.
The Chairman of the Board is Mr James Mactier who is an
independent Director and is not the Managing Director or Chief
Executive Officer of the Company.
2.6 A listed entity should have a program for
inducting new directors and provide
appropriate professional development
opportunities for directors to develop and
maintain the skills and knowledge needed
to perform their role as directors
effectively.
The Company Secretary is responsible for providing new Directors
with an induction programme designed to familiarise the new
Director with the operations of the Company and their obligations
so that they may perform their role as a Director effectively.
Professional Development requirements are addressed when the
Chairman reviews are completed or as circumstances require.
New Directors are provided with the opportunity to visit the
Company’s operations and meet with senior executives.
3 – Act Ethically and Responsibly
3.1 A listed entityshould:
a) have a code of conduct for its directors,
senior executives and employees; and
The Company has established a Code of Business Conduct Policy
which is in place and provides a framework for decisions and
actions in relation to ethical conduct in employment.
b) disclose that code or a summary of it. This Code of Conduct details the basic conduct and behaviour
expected of all directors, officers, employees and contractors in
performing their everyday roles.
The Code encourages and fosters a culture of respect and
compliance with laws and regulations, integrity, maintaining high
standards of professionalism, ethics and behaviour in the exercise
of duties with the focus of augmenting the Company’s reputation as
a valued employer, business partner and corporate citizen, in all our
relationships.
The Code of Business Conduct is available in the Corporate
Governance
section
of
the
Company’s
website
at
www.regisresources.com.au
Principle Principle Met Comment
4 – Safeguard Integrity in Corporate Reporting
4.1 The board of a listed entity should:
a) have an audit committee which:

has at least three members, all of
whom are non-executive directors
and a majority of whom are
independent directors; and

is chaired by an independent
director, who is not the chair of the
board,
and disclose:

the charter of the committee;

the relevant qualifications and
experience of the members of the
committee; and

in relation to each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings.




The Company has an Audit and Risk Management Committee that
currently comprises Mr Ross Kestel (Chairman), Mr James Mactier,
Mrs Fiona Morgan and Mr Steve Scudamore who are all
independent Non-Executive Directors.
The Audit and Risk Management Committee is chaired by Mr Ross
Kestel who is an independent Non-Executive Director and who is
not Chairman of the Board.
The Audit and Risk Management Committee has a Charter which
defines the committee’s function, composition, operation,
authority and responsibilities. The Charter is disclosed in the
Corporate Governance section of the Company’s website at
www.regisresources.com.au
The relevant qualifications and experience of the members of the
Audit and Risk Management Committee are included in the
Directors’ Report that is contained within the Annual Report.
Member
Attended
Held
Mr Ross Kestel(Chairman)
1
1
Mr Mark Okeby
1
1
Mr James Mactier
1
1
Mrs Fiona Morgan
1
1
Mr Steve Scudamore
-
-
Mr Mark Okeby ceased to be a Director of Regis effective from 20
February 2019.
Mr Steve Scudamore was appointed as a Director of Regis on 13
May 2019 and was appointed to the Audit and Risk Management
Committee with effect from 27 May 2019.
The Consolidated Interim Financial Report for the period ended 31
December 2018 was approved by the full Board.
The Company’s full Board held a separate meeting to review,
discuss and update the Company’s Risk Register during the year.
4.2 The board of a listed entity should, before it
approves the entity’s financial statements
for a financial period, receive from its CEO
and CFO a declaration that, in their opinion,
the financial records of the entity have been
properly maintained and that the financial
statements comply with the appropriate
accounting standards and give a true and
fair view of the financial position and
performance of the entity and that the
opinion has been formed on the basis of a
sound system of risk management and
On an annual basis the Board receives a declaration from the Chief
Executive Officer and Chief Financial Officer covering the matters
set out in section 295A of the Corporations Act 2001. This
declaration acknowledges that the financial records of the
Company for a financial year have been properly maintained in
accordance with the Act and that the financial statements and the
notes for the financial year comply with the accounting standards
and give a true and fair view of the financial position and
performance of the Company.
The declaration is given before the Directors approve the financial
statements for the financial year.
Principle Principle Met Comment
internal control which is operating
effectively.
4.3 A listed entity that has an AGM should
ensure that its external auditor attends its
AGM and is available to answer questions
from security holders relevant to the audit.
The Company’s Annual General Meeting is conducted in accordance
with the Corporations Act and the constitution of the Company.
The Company ensures that a representative from the external
auditor attends the Annual General Meeting to answer questions
concerning the conduct of the audit, the preparation and content
of the auditor’s report, accounting policies adopted by the
Company and the independence of the auditor in relation to the
conduct of the audit.
5 – Make Timely and Balanced Disclosure
5.1 A listed entity should:
a) have a written policy for complying
with its continuous disclosure
obligation under the Listing Rules; and
b) disclose that policy or a summary of it.

The Company has a written policy for complying with its continuous
disclosure obligations.
The Company’s Continuous Disclosure Policy sets out the
Company’s obligations in relation to continuous disclosure and is
designed to ensure that announcements made by the Company are
timely, factual, complete and are expressed in a clear, objective
manner. It is also designed to ensure that protocols are in place to
effectively deal with information that may need to be released to
the market.
The Company’s Continuous Disclosure Policy is disclosed in the
Corporate Governance section of its website at
www.regisresources.com.au
6 – Respect the Rights of Security Holders
6.1 A listed entity should provide information
about itself and its governance to investors
via its website.
Shareholders can find all recent information on the Company
(including its latest ASX releases, details of its projects and its
Corporate Profile) under various headings on the Company’s
website which is available atwww.regisresources.com.au.
The Corporate Governance page of the Company’s website provides
access to key policies, procedures and charters of the Company
includingthe latest Corporate Governance Statement.
6.2 A listed entity should design and implement
an investor relations program to facilitate
effective two-way communication with
investors.
The Company has a Shareholder Communications Policy which aims
to ensure that shareholders are fully informed by communicating to
them through:
• Continuous disclosure reporting to the ASX;
• Quarterly, half yearly and annual reports; and
• Media releases, copies of which are lodged with the ASX and
placed on the Company’s website.
The Company website also provides a platform to disclose ASX
releases, periodic reports, press releases, notices and presentations
as well as the contact details of the Company and Share Registry to
enable shareholders to make contact.
6.3 A listed entity should disclose the policies
and processes it has in place to facilitate
and encourage participation at meetings of
security holders.
The Company has a Shareholder Communications Policy which aims
to promote shareholder participation at all Annual and General
Meetings.
The Board encourages the full participation of shareholders at the
Annual General Meeting,to ensure a high level of identification with
Principle Principle Met Comment
the Company’s strategy and goals and to encourage communication
and contact with the Board. Important issues are presented to
shareholders as single resolutions.
6.4 A listed entity should give security holders
the option to receive communications from,
and send communications to, the entity and
its security registry electronically.
Shareholders are given the option to receive information such as
the Annual Report and Notice of Meeting in print or electronic
form.
7 – Recognise and Manage Risk
7.1 The board of a listed entity should:
a) have a committee or committees to
oversee risk, each of which:

has at least three members, a
majority of whom are independent
directors, and

is chaired by an independent
director,
and disclose:

the charter of the committee;

the members of the committee;
and

as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings;OR
b) if it does not have a risk committee or
committees that satisfy (a) above,
disclose the fact and the processes it
employs for overseeing the entity’s risk
management framework.





N/A
The Company has an Audit and Risk Management Committee that
comprises Mr Ross Kestel (Chairman), Mr James Mactier, Mrs
Fiona Morgan and Mr Steve Scudamore who are all independent
Non-Executive Directors.
The Audit and Risk Management Committee is chaired by Mr Ross
Kestel who is an independent Non-Executive Director who is not
Chairman of the Board.
The Audit and Risk Management Committee has a Charter which
defines the committee’s function, composition, operation,
authority and responsibilities. The charter is disclosed in the
Corporate Governance section of the Company’s website at
www.regisresources.com.au
The relevant qualifications and experience of the members of the
Audit and Risk Management Committee are included in the
Directors’ Report that is contained within the Annual Report.
Member
Attended
Held
Mr Ross Kestel(Chairman)
1
1
Mr Mark Okeby
1
1
Mr James Mactier
1
1
Mrs Fiona Morgan
1
1
Mr Steve Scudamore
-
-
Mr Mark Okeby ceased to be a Director of Regis effective from 20
February 2019.
Mr Steve Scudamore was appointed as a Director of Regis on 13
May 2019 and was appointed to the Audit and Risk Management
Committee with effect from 27 May 2019.
The Company’s full Board held a separate meeting to review,
discuss and update the Company’s Risk Register during the year.
Principle Principle Met Comment
7.2 The board or a committee of the board
should:
a) review the entity’s risk management
framework at least annually to satisfy
itself that it continues to be sound; and
The Audit and Risk Management Committee has established a
register of business risks which captures the material business risks
faced by the Company. These risks have been graded using a Risk
Assessment Matrix and risk management strategies have been
developed for identified risks.
b) disclose, in relation to each reporting
period, whether such a review has
taken place.
The Board met during the reporting period to review, discuss and
update the risks facing the Company and the management of those
risks.
7.3 A listed entity should disclose:
a) if it has an internal audit function, how
the function is structured and what role
it performs;OR
b) if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of its risk
management and internal control
processes.
N/A
The Company does not have an internal audit function. The Audit
and Risk Management Committee monitor the risks that the
Company faces in place of an internal audit function.
The Company’s external auditors also review the financial and
accounting procedures of the Company in the context of the full
year audit of the Financial Statements.
The Committee will recommend the establishment of an internal
audit function when the scale of activity of the Company warrants
its establishment.
7.4 A listed entity should disclose whether it
has any material exposure to economic,
environmental and social sustainability risks
and, if it does, how is manages or intends to
manage those risks.
The Company has material exposure to the following risks:

Currency and commodity price: The Company is exposed to
fluctuations in the Australian dollar gold price which can
impact on revenue. The Company has a hedging facility with
Macquarie Bank which it uses to mitigate against fluctuations
in the Australian dollar gold price. The Board reviews the level
of hedging at every board meeting to ensure it is appropriate
to manage this risk.

Community Relations: The Company has a social responsibility
to identify all stakeholders within its community who may be
affected by its operations directly or indirectly. A failure to
appropriately manage local community stakeholder relations
may lead to dissatisfaction that may have the potential to
disrupt production and exploration activities. The Company is
committed to building and sustaining mutually beneficial
relationships within the community by maintaining a high level
of consultation with stakeholders and respecting and
promoting human and property rights and sites of heritage or
cultural significance.

Environmental – The Company is committed to the effective
environmental management of all of its activities. The
Company recognises that mining and exploration activities are
associated with a range of potential environmental impacts
and has developed the culture and procedures to maintain the
integrityof the environment associated with these activities.
Principle Principle Met Comment
The Company ensures it complies with all applicable legislation
and operating conditions on a sustainable basis and applies a
systematic approach to identifying environmental risks and
employs practices that minimise environmental impact and
prevent environmental damage. Where appropriate the
Company has made a cost provision with respect to
outstanding environmental liabilities.
Community Relations and Environmental factors are addressed in
more detail in the Company’s Sustainability Report.
8 – Remunerate Fairly and Responsibly
8.1 The board of a listed entityshould:
a) have a remuneration committee which:

has at least three members, a
majority of whom are independent
directors; and

is chaired by an independent
director,
and disclose:

the charter of the committee;

the members of the committee;
and

as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings;OR

if it does not have a remuneration
committee, disclose that fact and
the processes it employs for setting
the level and composition of
remuneration for directors and
senior executives and ensuring that
such remuneration is appropriate
and not excessive.





N/A
The Company has a Remuneration, Nomination and Diversity
Committee that currently comprises Mr Ross Kestel (Chairman), Mr
James Mactier and Mr Steve Scudamore who are all independent,
Non-Executive Directors.
The Remuneration, Nomination and Diversity Committee is chaired
by Mr Ross Kestel who is an independent Non-Executive Director.
The Remuneration, Nomination and Diversity Committee has a
Charter which is available in the Corporate Governance section of
the Company’s website atwww.regisresources.com.au
Member
Attended
Held
Mr Ross Kestel(Chairman)
4
4
Mr Mark Okeby
3
3
Mr James Mactier
4
4
Mr Steve Scudamore
-
-
Mr Mark Okeby ceased to be a Director of Regis effective from 20
February 2019.
Mr Steve Scudamore was appointed as a Director of Regis on 13
May 2019 and was appointed to the Remuneration, Nomination
and Diversity Committee with effect from 27 May 2019.
See table at 8.1(a) above.
Principle Principle Met Comment
8.2 A listed entity should separately disclose its
policies and practices regarding the
remuneration of non-executive directors
and the remuneration of executive directors
and other senior executives.
The Company distinguishes the remuneration of Non-Executive
Directors from that of Executive Directors and senior executives.
The Company’s Constitution provides that the remuneration of
Non-Executive Directors is on a fixed fee basis for time,
commitment and responsibility as part of an aggregate
remuneration pool approved by shareholders. No incentives are in
place for Non-Executive Directors. For information about Non-
Executive Director remuneration practice, reference can be made
to the audited Remuneration Report set out in the Directors’ Report
of the Company’s Annual Report.
The Board is responsible for determining the remuneration of any
Director including the Managing Director. The remuneration of the
senior executives is proposed by the Managing Director with
oversight (and recommendation) by the Remuneration, Nomination
and Diversity Committee and approved by the Board.
Further details on the Company’s remuneration practices with
regard to Executive Directors and senior executives are contained
within the Remuneration Report which forms part of the Directors’
Report in the 2019 Annual Report. The information provided in the
Remuneration Report is audited as required by Section 308(3C) of
the Corporations Act 2001.
8.3 A listed entity which has an equity-based
remuneration scheme should:
a) have a policy on whether participants
are permitted to enter into transactions
(whether through the use of derivatives
or otherwise) which limit the economic
risk of participating in the scheme; and
b) disclose that policy or a summary of it.

The Company’s policy on Dealing in Securities prohibits participants
from entering into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme.
The Company’s Security Trading Policy is available in the Corporate
Governance
section
of
the
Company’s
website
at
www.regisresources.com.au