REGIS RESOURCES LIMITED — Governance Information 2021

Oct 24, 2021

CORPORATE GOVERNANCE STATEMENT 2021

Principle		Met	Comment
	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 generaloperations 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 director or seniorexecutive or putting someone forwardfor election 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 itsCommittees 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.
1.5	A listed entity should:	✓
	a)Have and disclose a diversity policy;		The Company has a Diversity Policy.
			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 background

Principle		Met	Comment
			or 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
	b)Through its board or a committee ofthe board set measurable objectives forachieving gender diversity in thecomposition of its board, seniorexecutives and workforce generally;and	✓	The Company has set measurable objectives for achieving genderdiversity. The Board assesses these objectives annually along withthe Company's progress in achieving them.
	Disclose in relation to each reporting		Objective				Status
	period:	✓	Report monthly gender diversity				The Board receives a monthly
	(1)the measurable objectives set forthat period to achieve gender diversity;		statistics to the Board which are				management report that
			measured against historical				details the gender diversity in
	(2) the entity's progress towards		percentages and industry			the Company. Female
	achieving those objectives; and(3) either:		averages				participation at the end ofJune 2021 was 23% versus the
							industry average of 19.8%1.-
						Achieved
			All new Non-Executive Board			Achieved.
			appointments should preferably
			include at least one femaleshort listed candidate
	•the respective proportions of men		As at 30 June 2021 the Company's proportion of Men and
	and women on the board, in senior	✓	Women is as follows:
	executive positions and across thewhole workforce (including how			Women	Men	Total	%Women
	the entity has defined "senior		Board	2	4	6	33%
	executive" for these purposes); or		KMP	-	2	2	0%
			GM's & other	2	6	8	25%
			Senior
			Executives
			OtherTotal	8084	269281	349365	23%23%
			Senior executives are defined as key management personnel, those
			who report directly to the Managing Director and personnel
			employed as General Managers.
	•
	if the entity is a "relevantemployer" under the Workplace	N/A
	Gender Equality Act, the entity's
	most recent "Gender Equality
	Indicators", as defined in and
	published under that Act.
	•If the entity was in the S&P/ASX300 Index at the commencement		The Company's objective for achieving gender diversity in thecomposition of the Board is 30%.This was achieved in FY2020.
	of the reporting period, the	✓
	measurable objective for achieving
	gender diversity in the composition

1 https://lmip.gov.au/default.aspx?LMIP/GainInsights/IndustryInformation/Mining May 2021

Principle		Met	Comment
	of its board should be to have notless than 30% of its directors ofeach gender within a specifiedperiod.
1.6	A listed entity should:
	a)have and disclose a process forperiodically evaluating the performanceof the board, its committees andindividual directors; and	✓	TheCompany'sCorporateGovernancePoliciesincludeaPerformance Evaluation Process Policy which discloses the annualprocess 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 for each reporting period,whether a performance evaluation hasbeen undertaken in accordance withthat process during or in respect of thatperiod.	✓	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 forevaluating the performance of itssenior executives at least once everyreporting period; 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 for each reporting periodwhether a performance evaluation hasbeen undertaken in accordance withthat process during or in respect of thatperiod.	✓	There was a process completed as part of the remunerationconsiderations for FY2022. A review and update of the process isoccurring across the company in FY2022.
	2 – Structure the Board to be Effective and Add Value
2.1	The board of a listed entity should:a)have a nomination committee which:
	•has at least three members, amajority of whom are independentdirectors; and	✓	The Company has a Remuneration, Nomination and DiversityCommittee that has threemembers,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.
	•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

Principle		Met	Comment
	•the members of the committee;and	✓	Committee members are: Mr Steve Scudamore, Mr James Mactier,Mrs Lynda Burnett. During the reporting period, Mr RussellBarwick resigned from the Committee on 24 November 2020.
	•as at the end of each reporting		Member	Attended	Held
	period, the number of times the	✓	Mr Steve Scudamore (Chair)	3	3
	committee met throughout the		Mr James Mactier	3	3
	period and the individual		Mrs Lynda Burnett	3	3
	attendances of the members at		Mr Russell Barwick resigned	2	2
	those meetings.		24 November 2020
2.2	A listed entity should have and disclose a	✓	The Company has sought to structure its Board so that it
	board skills matrix setting out the mix ofskills that the board currently has or islooking to achieve in its membership.		incorporates a range of differing skill sets that are relevant to it.The table attached at Appendix A summarises the skills andexperience of the Company's Directors.
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:
			Director	Independent	Service
			Mr James Mactier	Yes	5.4 years
			Ms Fiona Morgan	Yes	4.6 years
			Mr Jim Beyer	No	2.7 years
			Mr Steve Scudamore	Yes	2.1 years
			Mrs Lynda Burnett	Yes	1.8 years
			Mr Russell Barwick	Yes	1.5 years
	b)if a director has an interest, position, orrelationship of the type described inBox 2.3 but the board is of the opinionthat it does not compromise theindependence of the director, thenature of the interest, position orrelationship in question and anexplanation of why the board is of thatopinion; 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 independent judgement to bear on issues beforethe Board and to act in the best interests of the entity and itssecurity holders generally. If required, Mrs Morgan absents herselffrom discussions of the Board where there might be a conflict ofinterest or perceived conflict of interest and Mintrex maintains itsown internal conflict mitigation measures.Mrs Morgan retired from her operational role at Mintrex 30September 2021, but remains on the Board of Mintrex as a NonExecutive Director.
	c)the length of service of each director.	✓	See table at 2.3(a) above.
2.4	A majority of the board of a listed entityshould be independent directors.	✓	The Board comprises of a majority of independent Directors.

Principle		Met	Comment
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 for periodicallyreviewing whether there is a need forexisting directors to undertake professionaldevelopment to maintain the skills andknowledge needed to perform their role asdirectors effectively.	✓	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.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 of which requires ongoingprofessional development.New Directors are provided with the opportunity to visit theCompany's operations and meet with senior executives.
	3 – Instil a Culture of Acting Lawfully, Ethically and Responsibly
3.1	A listed entity should articulate and discloseits values.	✓	The Company Values are disclosed in the About Us section of theCompany's website at www.regisresources.com.au
3.2	A listed entity should:
	a)have and disclose a code of conduct forits directors, senior executives andemployees; 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.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 CorporateGovernancesectionoftheCompany'swebsiteatwww.regisresources.com.au
	b)ensure that the board or a committeeof the board is informed of any materialbreaches of that code.	✓	Material or significant breaches of the Code of Business Conduct arereported to the Board by the Managing Director.
3.3	A listed entity should:a)Have and disclose a whistleblowerpolicy; and	✓	The Company has a Whistleblower Policy that encouragesemployees to speak up about any unlawful, unethical orirresponsible behaviour contrary to the Company's policies andvalues.The Whistleblower Policy is available in the Corporate Governancesection of the Company's website at www.regisresources.com.au

Principle		Met	Comment
	b)Ensure that the board or a committeeof the board is informed of any materialincidents reported under that policy.	✓	TheAuditCommitteeisresponsibleforoverseeingtheWhistleblower Policy and management report material incidentsunder this policy.
3.4	A listed entity should:
	a)Have and disclose an anti-bribery andcorruption policy; and	✓	The Company has an Anti-Bribery and Anti-Corruption Policy thatprohibits the giving of bribes, secret commissions and otherimproper conduct in line with the Company's values. The AntiBribery and Anti-Corruption Policy is available in the CorporateGovernancesectionoftheCompany'swebsiteatwww.regisresources.com.au
	b)Ensure that the board or a committeeof the board is informed of any materialbreaches of that policy.	✓	The Audit Committee is responsible for overseeing the Anti-Briberyand Anti-Corruption Policy and management report materialincidents under this policy.
	4 – Safeguard the Integrity of Corporate Reports
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 Scudamore (Chair), Mr James Mactier, and Mrs LyndaBurnett, all of whom are independent Non-Executive Directors.
	•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.
	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 2021 Annual Report.
	•in relation to each reporting	✓	AttendedHeld
	period, the number of times the		Mr Steve Scudamore (Chair)66
	committee met throughout theperiod and the individual		Mr James Mactier66
	attendances of the members atthose meetings.		Ms Lynda Burnett66
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 and	✓	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.Thisdeclaration acknowledges thatthe financial records of theCompany 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 trueand fair view of the financial position andperformance of the Company.The declaration is given before the Directors approve the financialstatements for the financial year.

Principle		Met	Comment
	internal control which is operatingeffectively.
4.3	A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is notaudited or reviewed by an external auditor.	✓	All periodic corporate reports that are released to the market arereviewed by the Company's management team, including relevantcompetent persons, and sent to the Board for review and approvalprior to release.
			The external auditor reviews the half year accounts and audits thefull year accounts of the Company.
	5 – Make Timely and Balanced Disclosure
5.1	A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosureobligation under listing rule 3.1; and	✓	The Company has a written policy for complying with its continuousdisclosure obligations.The Company's Continuous Disclosure Policy sets out theCompany'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 atwww.regisresources.com.au
5.2	A listed entity should ensure that its boardreceives copies of all material marketannouncements promptly after they havebeen made.	✓	Material market announcements are provided to the Board prior toannouncements being made.
5.3	A listed entity that gives a new andsubstantive investor or analyst presentationshould release a copy of the presentationmaterials on the ASX MarketAnnouncements Platform ahead of thepresentation.	✓	All substantive investor and analyst presentations are released tothe ASX ahead of the presentation.
	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 have an investorrelations program that facilitates effectivetwo-way communication with investors.	✓	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 presentations

Principle		Met	Comment
			as well as the contact details of the Company and Share Registry toenable shareholders to make contact.
6.3	A listed entity should disclose how itfacilitates and encourages participation atmeetings of security holders.	✓	The Company has a Shareholder Communications Policy which aimsto promote shareholder participation at all Annual and GeneralMeetings.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 ensure that allsubstantive resolutions at a meeting ofsecurity holders are decided by a poll ratherthan by a show of hands.	✓	Resolutions at Company Meetings are decided by poll.
6.5	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 Risk, Safety,Environment and Community Committee and separately, the AuditCommittee.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. TheAudit 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.
	a)have a committee or committees tooversee risk, each of which:•has at least three members, amajority of whom are independentdirectors, and•is chaired by an independentdirector,and disclose:•the charter of the committee;	✓✓✓	The Risk, Safety, Environment and Community Committee (RSEC)comprises four members, all of whom are independent NonExecutive Directors.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.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

Principle		Met	Comment
	•the members of the committee;and	✓	The Risk, Safety, Environment and Community Committeemembers are Mr Russell Barwick (Chair), Mr Steve Scudamore, MrsFiona Morgan and Mrs Lynda Burnett.
	•as at the end of each reporting	✓	Member	Attended	Held
	period, the number of times the		Mr Russell Barwick (Chair)	2	3
	committee met throughout theperiod and the individual		Ms Lynda Burnett	3	3
			Mrs Fiona Morgan	3	3
	attendances of the members at		Mr Steve Scudamore	3	3
7.2	those meetings; ORb)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.The board or a committee of the board	N/A
	should:
	a)review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound andthat the entity is operating with dueregard to the risk appetite set by theboard; 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.The Board annually reviews the risk management framework andrisk appetite statement.As part of the Board's assessment of the approach to themanagement of risk, the Board decided to create the RSECCommittee in February 2020 to ensure a more detailed and broaderassessment of risk across all facets of the company's operations. Aspart of this, an ongoing review of all risk processes was undertakenby the new committee with results and recommendations beingconsidered and implemented during the period. Implementationwill continue in 2022.
	b)disclose, in relation to each reportingperiod, whether such a review hastaken place.	✓	The RSEC Committee has met during the reporting period toreview, discuss and update the risks facing the Company and themanagement 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 governance, risk management andinternal control processes.	✓	The Company does not have a formal internal audit function. TheAudit Committee and the RSEC Committee monitor the risks thatthe Company faces in place of an internal audit function. The AuditCommittee and RSEC Committee commission independent externalreviews of key areas if it is determined that an independent reviewin a particular risk area is required.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 environmental	✓	The Company has material exposure to the followingenvironmental and social risks:

Principle		Met		Comment
	and social risks and, if it does, how ismanages or intends to manage those risks.		•	COVID 19 – As the COVID-19 pandemic evolves there arepotential impacts on the health 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 prioritises the safety and well-being of itsworkforce and continues to improve its existing safety riskmanagement system to identify, report, analyse and managesafety risks.
			•	Operations - Regis recognises that managing the needs andexpectations of shareholders, communities, governments,employees and other stakeholders is key to ensuring our sociallicense to operate. The Regis Values, Company policies andprocedures consider the impacts of our operations in areasthat include but are not limited to; access to land; watermanagementandemploymentpracticesthatincludeexpectations 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 and

Principle		Met	Comment
			prevent 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.•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, increased capital andoperating 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 are addressed in more detail in the Company's SustainabilityReport.
	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•is chaired by an independentdirector,and disclose:•the charter of the committee;•the members of the committee;and	✓✓✓✓	The Company has a Remuneration, Nomination and DiversityCommittee that has three members all of whom are independent,Non-Executive Directors.The Remuneration, Nomination and Diversity Committee ischaired by Steve Scudamore who is an independent Non-ExecutiveDirector.The Remuneration, Nomination and Diversity Committee has aCharter which is available in the Corporate Governance section ofthe Company's website at www.regisresources.com.auThe Remuneration, Nomination and Diversity Committee membersinclude Mr Steve Scudamore (Chairman), Mr James Mactier, MrLynda Burnett, and Mr Russell Barwick During the reportingperiod, Mr Russell Barwick resigned from the Committee on 24November 2020.
	•as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; OR	✓	MemberAttendedHeldMr Steve Scudamore (Chair)33Mr James Mactier33Mrs Lynda Burnett33Mr Russell Barwick (resigned2224 November 2020.)
	•if it does not have a remunerationcommittee, disclose that fact andthe processes it employs for settingthe level and composition of	N/A

Principle		Met	Comment
	remuneration for directors andsenior executives and ensuring thatsuch remuneration is appropriateand not excessive.
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 2021 Annual Report. The information provided in theRemuneration Report is audited as required by Section 308(3C) of
8.3	A listed entity which has an equity-basedremuneration scheme should:		the Corporations Act 2001.
	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

BOARD SKILLS AND EXPERIENCE	Out of 6 Directors
GOVERNANCE
Board Experience on another listed ASX Company	3
Senior executive experience in a large organisation with a strongfocus on high governance standards	6
EXECUTIVE LEADERSHIP
Experience as a leader in a senior executive role	6
Demonstrated ability to develop strategic objectives and leadorganisations to deliver outcomes	6
FINANCE
Corporate finance experience managing, directing or advising onM&A, divestments, structuring financingAccounting qualification and extensive experience in an accounting	4
advisory role	1
RISK MANAGMENT
Operational risk management experience in a managerial role	6
ESG
Managerial experience integrating environmental, social andgovernance principles in a mining context	4
HR AND WORKLPLACE RELATIONS
Senior executive experience in remuneration policy and targetsetting, resource planning and talent management	6
MINING AND RESOURCES
Exploration/geology experience as a senior executive	3
Natural resources engineering and operational managementexperience	3
Major capital projects and construction experience in both planningand delivery	3
Tertiary and/or professional qualifications in geology	2
Tertiary and/or professional qualifications in engineering	3
HEALTH AND SAFETY
Leadership experience managing workplace health and safety andenvironmental management, implementing health and safety andwellbeing strategies, proactive identification and prevention of HSErisks	4
STAKEHOLDER RELATIONS AND MANAGEMENT
Experience in managing regulatory policy, government andstakeholder relations and changing public policy environments	4