REGIS RESOURCES LIMITED — Governance Information 2020

Oct 22, 2020

ABN 28 009 174 761

www.regisresources.com

CORPORATE GOVERNANCE STATEMENT

2020

Principle		Met	Comment
	1 – Lay solid foundations for management and oversight
1.1	A listed entity should disclose:a)The respective roles and responsibilitiesof its board and management; and	✓	Regis Resources Limited ("Regis" or the "Company") has a BoardCharter in the Corporate Governance section of its website whichsets out the responsibilities of the Board and management.The Board's primary responsibility is to oversee the Company'sbusiness activities, financial position, governance, culture andmanagement for the benefit of its shareholders, which includes:•the development of corporate objectives and strategywith management, approving plans, new investments,major capital and operating expenditures and majorfunding activities proposed by management;•Providing ongoing and effective cultural stewardship whichincludes ensuring that the organisation's structures,policies and procedures are actively supporting the desiredculture of the organisation;•monitoringactualperformanceagainstdefinedperformance expectations;•setting the Company's risk appetite and overseeing theidentification and management of risk;•satisfying itself that the financial statements of theCompany fairly and accurately set out the financialposition and financial performance of the Company forthe period under review;•satisfying itself that there are appropriate policies andprocedures, reporting systems and controls in place toassure the Board that proper operational, financial,compliance, risk management and internal controlprocesses are in place and functioning appropriately;•Ensuring that Regis acts legally and responsibly on allmatters;•Reporting to shareholders and regulators;•Appointing and, where appropriate, removing the CEO,monitoring other key executive appointments andplanning for executive succession; and•Overseeing and evaluating the performance of the CEOand setting his remuneration, and through the CEO,receiving reports on the performance of other seniorexecutives in the context of the organisation's strategiesand objectives and their attainment.

Principle		Met	Comment
			The Board has established an AuditCommittee, a Risk,Sustainability, Environment and Community Committee and aRemuneration, Nomination and Diversity Committee to assist it indischarging its functions.
	b)Those matters expressly reserved tothe board and those delegated tomanagement.	✓	The Managing Director is responsible for running the affairs of theCompany under delegated authority from the Board and toimplement the Company's policies and strategy. In carrying outthese responsibilities the Managing Director must report to theBoard in a timely manner and ensure all reports to the Boardpresent a true and fair view of the Company's financial conditionand operational results.Senior executives are responsible for supporting the ManagingDirector and to assist the Managing Director in running the general
			operations and financial business of the Company, in accordancewith the delegated authority of the Board.
1.2	A listed entity should:a)Undertake appropriate checks beforeappointing a person, or putting forwardto security holders a candidate forelection, as a director; and	✓	The Board, through the Remuneration, Nomination and DiversityCommittee, oversees the appointment, selection and inductionprocess for Directors. When a vacancy exists or there is need forparticular skills, the Board determines the selection criteria basedon the skills deemed necessary.
			The Board identifies potential candidates and they are assessed bythe Board against background, experience, professional skills,diversity objectives, personal qualities and their availability tocommit themselves to the Board's activities and those of theCompany. The Board then appoints the most suitable candidate.
	b)Provide security holders with allmaterial information in its possessionrelevant to a decision on whether ornot to elect or re-elect a director.	✓	The skills, experience and qualifications of each Director aredocumented on the Company's website and are also included inthe Annual Report. A summary of this information is contained inthe Company's Notice of Annual General Meeting for thoseDirectors that are standing for re-election.
1.3	A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	✓	Written agreements are in place with each Director and seniorexecutive setting out the terms of their appointment.
1.4	The company secretary of a listed entityshould be accountable directly to the board,through the chair, on all matters to do withthe proper functioning of the board.	✓	The Company Secretary is accountable directly to the Board,through the Chairman, on all matters to do with the properfunctioning of the Board.The Company Secretary is responsible for advising the Board and its
			Committees on governance matters, ensuring correct Board andCommittee policy and procedure is followed, coordinating thepreparation and dispatch of Board and Committee papers, takingaccurate minutes that reflect the business discussed at meetingsand facilitating the professional development of Directors.
			Each Director of the Company is able to communicate directly withthe Company Secretary and vice versa.

	Principle		Met	Comment
1.5	a)	A listed entity should:Have a diversity policy which includesrequirements for the board or arelevant committee of the board to setmeasurable objectives for achievinggender diversity and to assess annuallyboth the objectives and the entity'sprogress in achieving them;	✓	The Company has a Diversity Policy and has set measurableobjectives for achieving gender diversity. The Board assesses theseobjectives annually along with the Company's progress in achievingthem.
	b)	Disclose that policy or a summary of it;and	✓	The Company's policy is to recruit and manage on the basis ofqualification for the position and performance; regardless ofgender, age, nationality, race, religious beliefs, cultural backgroundor sexuality. The Company's Diversity Policy sets out objectivesrelating to diversity and strategies to achieve those objectives.The Company's Diversity Policy is located in the CorporateGovernance section of the Company's website at:www.regisresources.com.au
	c)	Disclose as at the end of each reportingperiod the measurable objectives forachieving gender diversity set by theboard or a relevant committee of theboard in accordance with the entity'sdiversity policy and its progresstowards achieving them and either:	✓	Report monthly gender diversitystatistics to the Board which aremeasured against historicalpercentages and industryaveragesAll new Non-Executive Boardappointments should preferablyinclude at least one femaleshort listed candidate	Objective		management report thatthe Company. Femaleindustry average of 16%1Achieved. In 2020 theof which is female.	StatusThe Board receives a monthlydetails the gender diversity inparticipation at the end ofJune 2020 was 21% versus thecompany appointed two newNon-Executive Directors, one
		•the respective proportions of men	✓
		and women on the board, in seniorexecutive positions and across the			Women	Men	Total	% Women
		whole organisation (including howthe entity has defined "senior		Board	2	4	6	33%
		executive" for these purposes); or		KMP	-	2	2	0%
				GMs & otherSeniorExecutives	2	8	10	20%
				Other	74	278	352	21%
				Total	78	292	370	21%
				Senior executives are defined as key management personnel, thosewho report directly to the Managing Director and personnelemployed as General Managers.

1 https://lmip.gov.au/default.aspx?LMIP/GainInsights/IndustryInformation/Mining

Principle		Met	Comment
	•if the entity is a "relevantemployer" under the WorkplaceGender Equality Act, the entity'smost recent "Gender EqualityIndicators", as defined in andpublished under the Act.	N/A
1.6	A listed entity should:a)have and disclose a process forperiodically evaluating the performanceof the board, its committees and	✓	TheCompany'sCorporateGovernancePoliciesincludeaPerformance Evaluation Process Policy which discloses the annual
	individual directors; and		process for evaluating performance.The Board is required to assess its performance as individuals, as awhole and the performance of the Committees of the Boardannually. This process occurs at the end of the financial year andthe Performance Evaluation Process establishes some guidelinesfor this review.
			The Chairman and the Board regularly discussed the performanceand composition of the Board and various Committees during theyear. Whilst this process is continual and ongoing, a formal selfassessment is also completed by each Director of their ownperformance along with the effectiveness of the Board as a whole.
			In addition, theChairman annually reviews the individualperformance and contribution to the Board of each Director.
	b)disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance withthat process.	✓	A performance evaluation of the Board and its Directors wasundertaken during the reporting period in accordance with theCompany's Performance Evaluation Policy.
1.7	A listed entity should:
	a)have and disclose a process forperiodically evaluating the performanceof its senior executives; and	✓	The performance of the Managing Director is reviewed by theRemuneration, Nomination and Diversity Committee.
			TheManagingDirectorisresponsibleforassessingtheperformance of the senior executives within the organisation. Thisis performed annually.
	b)disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance withthat process.	✓	There was a process completed as part of the remunerationconsiderations for FY21. A review and update of the process isoccurring across the company in FY21.
	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, amajority of whom are independentdirectors; and	✓	The Company has a Remuneration, Nomination and DiversityCommittee that currently has four members, all of whom are allindependent Non-Executive Directors.
	•is a chaired by an independentdirector,and disclose:	✓	The Committee is chaired by Mr Steve Scudamore who is anindependent Non-Executive Director.

Principle		Met	Comment
	•the charter of the committee; and	✓	The Charter of the Committee is available in the CorporateGovernance section of the Company's website atwww.regisresources.com.au
	•the members of the committee;and	✓	Committee members are: Mr Steve Scudamore, Mr James Mactier,Mrs Lynda Burnett, and Mr Russell Barwick.
		✓
	•as at the end of each reporting		Member	Attended	Held
	period, the number of times thecommittee met throughout the		Mr Steve Scudamore (Chair)	7	7
	period and the individual		Mr James MactierMrs Lynda Burnett (appointed	74	74
	attendances of the members at		27/11/2019)
	those meetings.		Mr Russell Barwick (appointed11/3/2020)	3	3
			Mr Ross Kestel (retired26/11/2019)	3	3
2.2A listed entity should have and disclose aboard skills matrix setting out the mix ofskills and diversity that the board currentlyhas or is looking to achieve in itsmembership.	✓	The Company has sought to structure its Board so that itincorporates a range of differing skill sets that are relevant to it.The following table summarises the skills and experience of theCompany's Directors:
			Skill/Experience		Number ofDirectors
			OtherASXListedBoardExperience	ofDirector	3
			Corporate Finance		4
			Accounting		1
			Exploration/Geology		3
			Natural Resources Operational ManagementExperience		3
			Project Development and ConstructionRisk Management and Compliance		36
			Workplace Health, Safety, Environment andCommunity ("HSEC") experience		4
			Ability to chair Audit Committee		1
			Ability to chair Risk Safety, Environment andCommunity Committee		4
			Ability to chair Remuneration, Nominationand Diversity Committee		4
		The Board skills matrix is available in the Corporate Governancesection of the Company's website at www.regisresources.com.au
2.3	A listed entity should disclose:a)the names of the directors consideredby the board to be independentdirectors;	✓	The table below shows which Directors are considered to beindependent and their length of service with the Company:

Principle		Met	Comment
			Director	Independent	Service
			Mr James Mactier	Yes	4.4 years
			Mrs Fiona Morgan	Yes	3.6 years
			Mr Jim Beyer	No	1.7 years
			Mr Steve Scudamore	Yes	1.1 years
			Mrs Lynda Burnett	Yes	0.8 years
			Mr Russell Barwick	Yes	0.5 years
	b)if a director has an interest, position, anassociation or relationship of the typedescribed in Box 2.3 but the board is ofthe opinion that it does notcompromise the independence of thedirector, the nature of the interest,position, association or relationship inquestion and an explanation of why theboard is of that opinion; and	✓	The Board assesses the independence of Directors taking intoconsideration the criteria of the type described in Box 2.3 of thePrinciples.Mrs Fiona Morgan is also the Managing Director, Chief ExecutiveOfficer and a shareholder of Mintrex Pty Ltd ("Mintrex"), whichprovides technical engineering services to the resources industry,including Regis. The Board is of the opinion that this relationship, inthe context of the amounts involved, her track record ofindependence and integrity does not materially influence hercapacity to bring an independent judgement to bear on issuesbefore the Board and to act in the best interests of the entity andits security holders generally. If required, Mrs Morgan absents
	c)the length of service of each director.	✓	herself from discussions of the Board where there might be aconflict or perceived conflict of interest and Mintrex maintains itsown internal conflict mitigation measures.See table at 2.3(a) above.
2.4	A majority of the board of a listed entity	✓	The Board comprises of a majority of independent Directors.
	should be independent directors.
2.5	The chair of the board of a listed entityshould be an independent director and, inparticular, should not be the same personas the CEO of the entity.	✓	The Chairman of the Board is Mr James Mactier who is anindependent Director and is not the Managing Director or ChiefExecutive Officer of the Company.
2.6	A listed entity should have a program forinducting new directors and provideappropriate professional developmentopportunities for directors to develop andmaintain the skills and knowledge needed	✓	The Company Secretary is responsible for providing new Directorswith an induction programme designed to familiarise the newDirector with the operations of the Company and their obligationsso that they may perform their role as a Director effectively.
	to perform their role as directorseffectively.		Professional Development requirements are addressed when theChairman reviews are completed or as circumstances require. Themajority of the Directors are members of the Australian Institute ofCompany Directors, membership ofprofessional development.		which requires ongoing
			New Directors are provided with the opportunity to visit theCompany's operations and meet with senior executives.
	3 – Act Ethically and Responsibly
3.1	A listed entity should:
	a)have a code of conduct for its directors,senior executives and employees; and	✓	The Company has established a Code of Business Conduct Policywhich is in place and provides a framework for decisions andactions in relation to ethical conduct in employment.

Principle		Met	Comment
	b)disclose that code or a summary of it.	✓	This Code of Conduct details the basic conduct and behaviourexpected of all directors, officers, employees and contractors inperforming their everyday roles.The Code encourages and fosters a culture of respect andcompliance with laws and regulations, integrity, maintaining highstandards of professionalism, ethics and behaviour in the exerciseof duties with the focus of augmenting the Company's reputation asa valued employer, business partner and corporate citizen, in all ourrelationships.The Code of Business Conduct is available in the CorporateGovernancesectionofwww.regisresources.com.au.	theCompany's	websiteat
	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 ofwhom are non-executive directorsand a majority of whom areindependent directors; and	✓	The Company has an Audit Committee that currently comprises MrSteve ScudamoreBurnett, all of whom are independent Non-Executive Directors.	(Chair), Mr James Mactier,	and MrsLynda
			This committee was formerly known as the Audit and RiskCommittee until 14 February 2020 when it was split into twocommittees the Audit Committee and the Risk, Environment, Safetyand Community Committee.
	•is chaired by an independentdirector, who is not the chair of theboard,	✓	The Audit Committee is chaired by Mr Steve Scudamore who is anindependent Non-Executive Director and who is not Chairman ofthe Board.
			Prior to 14 February 2020 the Audit and Risk Committee wasChaired by independent Non-Executive Director Ross Kestel until hisretirement on 26 November 2019 and then subsequently chaired byMr Scudamore.
	and disclose:
	•the charter of the committee;	✓	The Audit Committee has a Charter which defines the committee'sfunction, composition, operation, authority and responsibilities.The Charter is disclosed in the Corporate Governance section of theCompany's website at www.regisresources.com.au
	•the relevant qualifications andexperience of the members of thecommittee; and	✓	The relevant qualifications and experience of the members of theAudit Committee are included in the Directors' Report that iscontained within the 2020 Annual Report.
	•in relation to each reportingperiod, the number of times thecommittee met throughout the		Since 14 February 2020 the Audit Committee comprised:
	period and the individual		Member	Attended	Held
	attendances of the members at		Mr Steve Scudamore (Chair)Mr James Mactier	11	11
	those meetings.		Mrs Lynda Burnett	1	1

Principle		Met	Comment
			Prior to 14 February the Audit and Risk Committee comprised:
			Member	Attended	Held
			Mr Ross Kestel (Chair until27/11/2019)	1	1
			Mr James Mactier	2	2
			Mrs Fiona Morgan	2	2
			Mr Steve Scudamore (Chairfrom 27/11/2019)	2	2
			The Consolidated Interim Financial Report for the period ended 31December 2019 was approved by the full Board.
4.2	The board of a listed entity should, before itapproves the entity's financial statementsfor a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true andfair view of the financial position andperformance of the entity and that theopinion has been formed on the basis of asound system of risk management andinternal control which is operatingeffectively.	✓	On an annual basis the Board receives a declaration from the ChiefExecutive Officer and Chief Financial Officer covering the mattersset out in section 295A of the Corporations Act 2001.declaration acknowledges thatCompany for a financial year have been properly maintained inaccordance with the Act and that the financial statements and thenotes for the financial year comply with the accounting standardsand give a trueperformance of the Company.The declaration is given before the Directors approve the financialstatements for the financial year.		Thisthe financial records of theand fair view of the financial position and
4.3	A listed entity that has an AGM shouldensure that its external auditor attends itsAGM and is available to answer questionsfrom security holders relevant to the audit.	✓	The Company's Annual General Meeting is conducted in accordancewith the Corporations Act and the constitution of the Company.The Company ensures that a representative from the externalauditor attends the Annual General Meeting to answer questionsconcerning the conduct of the audit, the preparation and contentof the auditor's report, accounting policies adopted by theCompany and the independence of the auditor in relation to theconduct of the audit.
	5 – Make Timely and Balanced Disclosure
5.1	A listed entity should:a)have a written policy for complyingwith its continuous disclosureobligation under the Listing Rules; and	✓	The Company has a written policy for complying with its continuousdisclosure obligations.
	b)disclose that policy or a summary of it.	✓	The Company's Continuous Disclosure PolicyCompany's obligations in relation to continuous disclosure and isdesigned to ensure that announcements made by the Company aretimely, factual, complete and are expressed in a clear, objectivemanner. It is also designed to ensure that protocols are in place toeffectively deal with information that may need to be released tothe market.The Company's Continuous Disclosure Policy is disclosed in theCorporate Governance section of its website at		sets out the
			www.regisresources.com.au

Principle		Met	Comment
	6 – Respect the Rights of Security Holders
6.1	A listed entity should provide informationabout itself and its governance to investorsvia its website.	✓	Shareholders can find all recent information on the Company(including its latest ASX releases, details of its projects and itsCorporate Profile)under various headings on the Company'swebsite which is available at www.regisresources.com.au.
			The Corporate Governance page of the Company's website providesaccess to key policies, procedures and charters of the Companyincluding the latest Corporate Governance Statement.
6.2	A listed entity should design and implementan investor relations program to facilitateeffective two-way communication withinvestors.	✓	The Company has a Shareholder Communications Policy which aimsto ensure that shareholders are fully informed by communicating tothem through:
			• Continuous disclosure reporting to the ASX;
			• Quarterly, half yearly and annual reports; and
			• Media releases, copies of which are lodged with the ASX andplaced on the Company's website.
			The Company website also provides a platform to disclose ASXreleases, periodic reports, press releases, notices and presentationsas well as the contact details of the Company and Share Registry toenable shareholders to make contact.
6.3A listed entity should disclose the policiesand processes it has in place to facilitateand encourage participation at meetings of	✓	The Company has a Shareholder Communications Policy which aimsto promote shareholder participation at all Annual and GeneralMeetings.
	security holders.		The Board encourages the full participation of shareholders at theAnnual General Meeting, to ensure a high level of identification withthe Company's strategy and goals and to encourage communicationand contact with the Board. Important issues are presented toshareholders as single resolutions.
6.4	A listed entity should give security holdersthe option to receive communications from,and send communications to, the entity andits security registry electronically.	✓	Shareholders are given the option to receive information inelectronic form.
	7 – Recognise and Manage Risk
7.1	The board of a listed entity should:		Risk management at Regis is overseen by the newly establishedRisk, Safety, Environment and Community Committee andseparately, the Audit Committee.
			The Risk, Safety, Environment and Community Committeeoversees risk management in respect of business operations, inparticular safety, health, environment, governance, climatechange, modern slavery, heritage and community matters.
			The Audit Committee has oversight of financial risks and legal andregulatory compliance with regard to the preparation of theCompany's accounts; internal controls, policies and procedures theCompany uses to identify and manage financial risk; and theeffective external audit function to ensure compliance. Details asto this Committee's Charter and composition is provided above insection 4.1.

Principle		Met	Comment
			Prior to 14 February 2020 all risk management at Regis wasoverseen by the Audit and Risk Committee chaired by MrScudamore (Mr Ross Kestel prior to his retirement on 26/11/19).This committee was spilt into the Audit Committee and the Risk,Safety, Environment and Community Committee. The AuditCommittee retained oversight for financial risks as discussedabove.
	a)have a committee or committees tooversee risk, each of which:
	•has at least three members, amajority of whom are independentdirectors, and	✓	The Risk, Safety, Environment and Community Committeecomprises four members, all of whom are independent NonExecutive Directors.
	•is chaired by an independentdirector,	✓	The Risk, Safety, Environment and Community Committee is chairedby Mr Russell Barwick who is an independent Non-ExecutiveDirector who is not Chair of the Board.
	and disclose:•the charter of the committee;	✓	The Risk, Safety, Environment and Community Committee has aCharter which defines the committee's function, composition,operation, authority and responsibilities. The charter is disclosed inthe Corporate Governance section of the Company's website atwww.regisresources.com.au
	•the members of the committee;and	✓	The Risk, Safety, Environment and Community Committee membersare Mr Russell Barwick (Chair), Mr Steve Scudamore, Mrs FionaMorgan and Mrs Lynda Burnett.
	•as at the end of each reporting		MemberAttendedHeld
	period, the number of times the	✓	Mr Russell Barwick (Chair)22
	committee met throughout the		Ms Lynda Burnett22
	period and the individual		Mrs Fiona Morgan22
	attendances of the members atthose meetings; OR		Mr Steve Scudamore22
	b)if it does not have a risk committee orcommittees that satisfy (a) above,disclose the fact and the processes itemploys for overseeing the entity's riskmanagement framework.	N/A
7.2	The board or a committee of the boardshould:a)review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; and	✓	The Company has established a register of business risks whichcaptures the material business risks faced by the Company. Theserisks have been graded using a Risk Assessment Matrix and riskmanagement strategies have been developed for identified risks.

Principle		Met	Comment
			As part of the Board's assessment of the approach to themanagement of risk during the reporting period, the Board decidedto create the RSEC Committee in February 2020 to ensure a moredetailed and broader assessment of risk across all facets of thecompany's operations.As part of this, a full review of all riskprocesses is being undertaken by the new committee with resultsand recommendations to be considered and implemented duringFY21.
	b)disclose, in relation to each reportingperiod, whether such a review hastaken place.	✓	The RSEC Committee has met during the reporting period to review,discuss and updatethe risks facing the Company andthemanagement of those risks.
7.3	A listed entity should disclose if it does nothave an internal audit function, that factand the processes it employs for evaluatingand continually improving the effectivenessof its risk management and internal controlprocesses:	✓	The Company does not have an internal audit function. The AuditCommittee monitorsthe risks that the Company faces in place of aninternal audit function.The Company's external auditors also review the financial andaccounting procedures of the Company in the context of the fullyear audit of the Financial Statements.
			The Committee will recommend the establishment of an internalaudit function when the scale of activity of the Company warrantsits establishment.
7.4	A listed entity should disclose whether ithas any material exposure to economic,environmental and social sustainability risksand, if it does, how is manages or intends tomanage those risks.	✓	The Company has material exposure to the following risks:•Currency and commodity price: The Company is exposed tofluctuations in the Australian dollar gold price which canimpact on revenue. The Company has a hedging facility withMacquarie Bank which it uses to mitigate against fluctuationsin the Australian dollar gold price. The Board reviews the levelof hedging at every board meeting to ensure it is appropriateto manage this risk.•COVID 19 – As the COVID-19 pandemic evolves there arepotential impacts on thehealth and well-being of theworkforce, supply chains, travel restrictions, and impact onproject timelines. Management continues to monitor andadapt to COVID-19 risks as they arise to minimise their impactsuch as employing localised workforce, implementing healthscreening, and establishing quarantine processes if needed.•Occupational Health and Safety – the nature of exploration,construction, and mining operations gives rise to many safetyrisks. Regis prioritisesthe safety and well-being of itsworkforce and continues to improve its existing safety riskmanagement system to identify, report, analyse and managesafety risks.•Mineral Resources and Ore Reserves – Regis's operations and
			finances are dependent upon, amongst other things, theaccuracy of its estimates of resources and reserves, operating

Principle		Comment
		costs and business and commodity price assumptions. Regisreports its resources and reserves based on 2012 Joint OreReserves Committee Code as estimated by a CompetentPerson/s. Details of calculation methodology, assumptions andCompetent Persons are set our in the Company's annualResource and Reserve Statement and interim reports.
		•Operations - Regis recognises that managing the needs andexpectations of shareholders, communities, governments,employees and other stakeholders is key to ensuring oursocial license to operate. The Regis Values, Company policiesand procedures consider the impacts of our operations inareas that include but are not limited to; access to land; watermanagement and employment practices that includeexpectations to eliminate slavery and the use of child labour.
		•Exploration and Project Development – Activities associatedwith the Company's exploration and project development arecarried out considering the potential impacts on localcommunities, as well as traditional owners past and present.Regis works in accordance with regulatory requirements,Company policies and procedures to ensure appropriateconsideration, identification and management of heritageassociated with traditional owners.
		•Community Relations: The Company has a social responsibilityto identify all stakeholders within its community who may beaffected by its operations directly or indirectly. A failure toappropriately manage local community stakeholder relationsmay lead to dissatisfaction that may have the potential todisrupt production and exploration activities. The Company iscommitted to building and sustaining mutually beneficialrelationships within the community by maintaining a high levelofconsultationwithstakeholdersandrespectingandpromoting human and property rights and sites of heritage orcultural significance.
		•Environmental – The Company is committed to the effectiveenvironmental management of all of its activities. TheCompany recognises that mining and exploration activities areassociated with a range of potential environmental impactsand has developed the culture and procedures to maintain theintegrity of the environment associated with these activities.The Company ensures it complies with all applicable legislationand operating conditions on a sustainable basis and applies asystematic approach to identifying environmental risks andemploys practices that minimise environmental impact andprevent environmental damage. Where appropriate theCompany has made a cost provision with respect torehabilitation of outstanding environmental disturbance frompast operations and has environmental bonding obligationsagainst disturbance from future operations.

Principle		Met	Comment
			•Climate Change - Regis recognises that climate change risksmay adversely impact its business in many ways including butnot limited to; demand for our product, increased regulation,shareholder and community activism, availability of labour,increased costs of capital/funding,operating costs and extreme weather events such as bushfires,storms, flooding and droughts. Regis is working to furtherunderstand and quantify these risks and develop relevantmitigation and reduction strategies.Community Relations and Environmental factors, including climatechange,areaddressedinSustainability Report.	moredetailin	increased capital andtheCompany's
8 – Remunerate Fairly and Responsibly
8.1	The board of a listed entity should:
	a)have a remuneration committee which:
	•has at least three members, amajority of whom are independentdirectors; and	✓	The Company has a Remuneration, Nomination and DiversityCommittee that has four members all of whom are independent,Non-Executive Directors.
	•is chaired by an independentdirector,	✓	The Remuneration, Nomination and Diversity Committee is chairedby Steve Scudamore who is an independent Non-Executive Director.
	and disclose:
	•the charter of the committee;	✓	The Remuneration, Nomination and Diversity Committee has aCharter which is available in the Corporate Governance section ofthe Company's website at www.regisresources.com.au
	•the members of the committee;and	✓	The Remuneration, Nomination and Diversity Committee membersinclude Mr Steve Scudamore (Chairman), Mr James Mactier, MrLynda Burnett, and Mr Russell Barwick.
	•as at the end of each reporting	✓	Member	Attended	Held
	period, the number of times the		Mr Steve Scudamore (Chair)	7	7
	committee met throughout the		Mr James Mactier	7	7
	period and the individualattendances of the members atthose meetings.		Mrs Lynda Burnett (appointed27/11/2019)	4	4
			Mr Russell Barwick (appointed11/3/2020)	3	3
			Mr Ross Kestel (retired26/11/2019)	3	3
	if it does not have a remunerationcommittee, disclose that fact andthe processes it employs for settingthe level and composition ofremuneration for directors andsenior executives and ensuring thatsuch remuneration is appropriateand not excessive.	N/A

Principle		Met	Comment
8.2	A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive directorsand the remuneration of executive directorsand other senior executives.	✓	The Company distinguishes the remuneration of Non-ExecutiveDirectors from that of Executive Directors and senior executives.The Company's Constitution provides that the remuneration ofNon-Executive Directors is on a fixed fee basis for time,commitmentandresponsibilityaspartofanaggregateremuneration pool approved by shareholders. No incentives are inplace for Non-Executive Directors. For information about NonExecutive Director remuneration practice, reference can be madeto the audited Remuneration Report set out in the Directors' Reportof the Company's Annual Report.The Board is responsible for determining the remuneration of anyDirector including the Managing Director. The remuneration of thesenior executives is proposed by the Managing Director withoversight (and recommendation) by the Remuneration, Nominationand Diversity Committee and approved by the Board.Further details on the Company's remuneration practices withregard to Executive Directors and senior executives are containedwithin the Remuneration Report which forms part of the Directors'Report in the 2020 Annual Report. The information provided in theRemuneration Report is audited as required by Section 308(3C) ofthe Corporations Act 2001.
8.3	A listed entity which has an equity-basedremuneration scheme should:
	a)have a policy on whether participantsare permitted to enter into transactions(whether through the use of derivativesor otherwise) which limit the economicrisk of participating in the scheme; and	✓	The Company's policy on Dealing in Securities prohibits participantsfrom entering into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme.
	b)disclose that policy or a summary of it.	✓	The Company's Security Trading Policy is available in the CorporateGovernancesectionoftheCompany'swebsiteatwww.regisresources.com.au