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RESOURCE BASE LIMITED. Governance Information 2021

Sep 29, 2021

65667_rns_2021-09-29_ceeae7eb-85c1-4a27-b593-3da14ac5d8dc.pdf

Governance Information

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RESOURCE BASE LIMITED ACN 113 385 425 (Company)

CORPORATE GOVERNANCE STATEMENT

Resource Base Limited ( Resource Base or the Company ) is committed to the highest standards of corporate governance and accountability in order to protect and enhance the interests of the Company and its shareholders. With these objectives in mind, the Board of the Company ( Board ) has created a corporate governance framework which adopts relevant internal controls, risk management processes and corporate governance practices that are designed to promote the responsible management and conduct of the Company.

This corporate governance statement sets out the Company's current compliance with the 4th edition of the ASX Corporate Governance Principles and Recommendations ( ASX Recommendations ), and the extent to which the Company follows the ASX Recommendations. The corporate governance statement has been approved by the Board and is current as at 17 September 2021.

The Company notes the ‘if not, why not’ disclosure-based approach to governance adopted by the ASX Recommendations and that the ASX recommendations are not mandatory, but a guideline.

Copies of the Company's key corporate governance policies and the charters of the Board and each of its committees are available at the Corporate Governance section of the Company website https://resourcebase.com.au/about-us/corporate-governance/.

No. ASX Recommendation Comply Explanation
1. Lay solid foundation for management and oversight
1.1 a) A listed entity should have
and disclose a board charter
which sets out the respective
roles and responsibilities of
the Board, the Chair and
management, and includes a
description of those matters
expressly reserved to the
Board and those delegated to
management.
Yes The Company has adopted a Board Charter that sets out the specific roles and
responsibilities of the Board, the Chair and management and includes a description of
those matters expressly reserved to the Board and those delegated to management.
The Board Charter sets out the specific responsibilities of the Board, requirements as
to the Board’s composition, the roles and responsibilities of the Chairman and
Company Secretary, the establishment, operation and management of Board
Committees, Directors’ access to Company records and information, details of the
Board’s relationship with management, details of the Board’s performance review and
details of the Board’s disclosure policy.
A copy of the Company’s Board Charter, which is part of the Company’s Corporate
Governance Plan, is available on the Company’s website.
1.2 A listed entity should:
a) undertake appropriate checks
before appointing a director or
senior executive or putting
someone forward 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.
Yes a) The Company has guidelines for the appointment and selection of the Board and
senior executives in its Corporate Governance Plan. The Company’s Nomination
Committee Charter (in the Company’s Corporate Governance Plan) requires the
Nomination Committee (or, in its absence, the Board) to ensure appropriate checks
(including checks in respect of character, experience, education, criminal record
and bankruptcy history (as appropriate)) are undertaken before appointing a
person, or putting forward to security holders a candidate for election, as a
Director.
b) Under the Nomination Committee Charter, all material information relevant to a
decision on whether or not to elect or re-elect a Director is required to be provided
to security holders in the Notice of Meeting containing the resolution to elect or re-
elect a Director.
No. ASX Recommendation Comply Explanation
1.3 A listed entity should have a
written agreement with each
Director and senior executive
setting out the terms of their
appointment.
Yes The Company’s Nomination Committee Charter requires the Nomination Committee
(or, in its absence, the Board) to ensure that each Director and senior executive is
personally a party to a written agreement with the Company which sets out the terms
of that Director’s or senior executive’s appointment.
The Company has written agreements with each of its Directors.
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.
Yes The Board Charter outlines the roles, responsibility and accountability of the Company
Secretary. In accordance with this, the Company Secretary is accountable directly to
the Board, through the Chair, on all matters to do with the proper functioning of the
Board.
1.5 A listed entity should:
a) have and disclose a diversity
policy;
b) through its board or a
committee of the board set
measurable objectives for
achieving gender diversity in
the composition of its board,
senior executives and
workforce generally; and
c) disclose in relation to each
reporting period:
(i)
the measurable
objectives set for that
Partially a) The Company has adopted a Diversity Policy which provides a framework for the
Company to establish, achieve and measure diversity objectives, including in
respect of gender diversity. The Diversity Policy is available, as part of the
Corporate Governance Plan, on the Company’s website.
b) The Diversity Policy allows the Board to set measurable gender diversity
objectives, if considered appropriate, and to continually monitor both the
objectives if any have been set and the Company’s progress in achieving them.
c) Given the current small size of the Board and Company’s operations, the Board
does not presently intend to set measurable gender diversity objectives. The Board
will re-consider this matter in due course following the Company’s admission to the
ASX and business growth.
(i)
the Board does not anticipate there will be a need to appoint any new
Directors or senior executives in the near term due to the limited nature
of the Company’s existing and proposed activities and the Board’s view
that the existingDirectors and seniorexecutiveshave sufficient skilland
No. ASX Recommendation Comply Explanation
period to achieve
gender diversity;
(ii)
the entity’s progress
towards achieving
those objectives; and
(iii)
either:
(A) the respective proportions
of men and women on the
Board, in senior executive
positions and across the
whole workforce
(including how the entity
has defined “senior
executive” for these
purposes); or
(B) if the entity is a “relevant
employer” under the
Workplace Gender
Equality Act, the entity’s
most recent “Gender
Equality Indicators”, as
defined in the Workplace
Gender Equality Act.
If the entity was in the S&P /
ASX 300 Index at the
commencement of the reporting
period, the measurable objective
for achieving gender diversity in
the composition of its board
should be to have not less than
30% of its directors of each
gender within a specified period.
experience to carry out the Company’s plans;
(ii)
if it becomes necessary to appoint any new Directors or senior
executives, the Board will consider the application of the measurable
diversity objectives and determine whether, given the small size of the
Company and the Board, requiring specified objectives to be met will
unduly limit the Company from applying the Diversity Policy as a whole
and the Company’s policy of appointing the best person for the job; and
(iii)
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) for each
financial year will be disclosed in the Company’s annual Corporate
Governance Statement.
No. ASX Recommendation Comply Explanation
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
b) disclose for each reporting
period whether a
performance evaluation has
been undertaken in
accordance with that process
during or in respect of that
period.
Yes a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible
for evaluating the performance of the Board, its committees and individual Directors
on an annual basis. It may do so with the aid of an independent advisor. The process
for this is set out in the Company’s Corporate Governance Plan, which is available
on the Company’s website.
b) The Company’s Corporate Governance Plan requires the Company to disclose
whether or not performance evaluations were conducted during the relevant
reporting period. The Company did not undertake performance evaluations during
the reporting period however the Company intends to complete performance
evaluations in respect of the Board, its committees (if any) and individual Directors
for each financial year in accordance with the above process following the
Company’s admission to the ASX.
1.7 A listed entity should:
a) have and disclose a process
for evaluating the
performance of its senior
executives at least once
every reporting period; and
b) disclose for each reporting
period whether a
performance evaluation has
been undertaken in
accordance with that process
during or in respect of that
period.
Yes a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible
for arranging an annual performance evaluation of the Board, its committee,
individual Directors and senior executives as appropriate. Such review will include a
consideration of the currency of each Director’s knowledge and skills and whether
Director’s performance has been impacted by any other commitments. The
applicable processes for these evaluations can be found in the Company’s Corporate
Governance Plan, which is available on the Company’s website.
b) The Company did not undertake performance evaluations during FY21 however the
Company intends to complete performance evaluations in respect of the senior
executives for each financial year in accordance with the applicable processes
following the Company’s admission to the ASX. The Company will disclose for each
reporting period whether a performance evaluation has been undertaken in
accordance with that process during or in respect of that period in the annual
Corporate Governance Statement.
2. Structure the Board to be effective and add value
No. ASX Recommendation Comply Explanation
2.1 The Board of a listed entity
should:
a) have a nomination
committee which:
(i)
has at least three
members, a majority
of whom are
independent
Directors; and
(ii)
is chaired by an
independent Director,
and disclose:
(iii)
the charter of the
committee;
(iv)
the members of the
committee; and
(v)
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
nomination committee,
disclose that fact and the
processes it employs to
address Board succession
issues and to ensure that the
Boardhas the appropriate
Yes a) The Company does not currently have a Nomination Committee. The Company’s
Nomination Committee Charter provides for the creation of a Nomination
Committee (if it is considered it will benefit the Company), with at least three
members, a majority of whom are independent Directors, and which must be
chaired by an independent Director
b) The Company does not have a Nomination Committee as the Board considers that
the Company will not currently benefit from its establishment. In accordance with
the Company’s Board Charter, the Board is responsible for carrying out the duties
that would ordinarily be carried out by the Nomination Committee under the
Nomination Committee Charter, including the following processes to address
succession issues and to ensure the Board has the appropriate balance of skills,
experience, independence and knowledge of the entity to enable it to discharge its
duties and responsibilities effectively:
(i)
devoting time at least annually to discuss Board succession issues and
updating the Company’s Board skills matrix; and
(ii)
all Board members being involved in the Company’s nomination process,
to the maximum extent permitted under the Corporations Act and ASX
Listing Rules.
No. ASX Recommendation Comply Explanation
balance of skills, knowledge,
experience, independence
and diversity to enable it to
discharge its duties and
responsibilities effectively.
2.2 A listed entity should have and
disclose a Board skills matrix
setting out the mix of skills that
the Board currently has or is
looking to achieve in its
membership.
Yes Under the Nomination Committee Charter (in the Company’s Corporate Governance
Plan), the Nomination Committee (or, in its absence, the Board) is required to
prepare a Board skills matrix setting out the mix of skills that the Board currently has
(or is looking to achieve) and to review this at least annually against the Company’s
Board skills matrix to ensure the appropriate mix of skills to discharge its obligations
effectively and to add value and to ensure the Board has the ability to deal with new
and emerging business and governance issues.
The Company has a Board skill matrix setting out the mix of skills and diversity that
the Board currently has or is looking to achieve in its membership, which currently
includes geological, project development, commercial, financial and capital markets
knowledge.
Following admission to the ASX, the new Board undertook an evaluation of the skills
matrix to ensure that the Board’s skills satisfy the ongoing skills and experience
needed to execute the Company’s business strategy and to identify any gaps in the
skills and experience of the Board. The Board will assess all future candidates for
Board positions and the performance of its current membership on this basis.
The Board Charter requires the disclosure of each Board member’s qualifications and
expertise. Full details as to each Director and senior executive’s relevant skills and
experience are available in the Company’s Annual Report.
2.3 A listed entity should disclose:
a) the names of the Directors
considered by the Board to
be independent Directors;
b) if a Director has an interest,
position or relationship of the
type described in Box 2.3 of
the ASX Corporate
Yes a) The Board considers Mr James Myers and Mr Paul Hissey to be independent
Directors.
b) Mr Paul Hissey is employed as the Chief Financial Officer of Navarre Minerals
Limited, a substantial shareholder of the Company at admission. However, the
Board has formed the view that this does not compromise Mr Hissey’s
independence as he is not a director of and does not control the Board of Navarre
Minerals Limited.
c) The Company’s Annual Report discloses the length of service of each Director, as
No. ASX Recommendation Comply Explanation
Governance Principles and
Recommendations (4th
Edition), but the Board is of
the opinion that it does not
compromise the
independence of the Director,
the nature of the interest,
position or relationship in
question and an explanation
of why the Board is of that
opinion; and
c) the length of service of each
Director
at the end of each financial year.
2.4 A majority of the Board of a
listed entity should be
independent Directors.
No The Company’s Board Charter requires that, where practical, at least 50% of the
Board should be independent.
The Board currently comprises a total of 4 directors, two of whom, Mr James Myers
and Mr Paul Hissey, are considered to be independent.
The Board does not currently consider an independent majority of the Board to be
appropriate given its current status. The Board will re-assess the composition of the
Board and independence in due course.
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.
No Mr Shannon Green, the Company’s Chairman, is an executive director of the
Company and is therefore not considered independent for the purposes of this
recommendation. However, the directors, other than Mr Green, do not consider that
these matters affect Mr Green’s ability to bring an independent judgement to Board
matters or otherwise affect his duties as Chairman of the Company.
No. ASX Recommendation Comply Explanation
2.6 A listed entity should have a
program for inducting new
Directors and for periodically
reviewing whether there is a
need for existing directors to
undertake professional
development to maintain the
skills and knowledge needed to
perform their role as Directors
effectively.
Yes In accordance with the Company’s Board Charter, the Nominations Committee (or, in
its absence, the Board) is responsible for the review and approval of induction and
continuing professional development programs and procedures for Directors to ensure
that they can effectively discharge their responsibilities. The Company Secretary is
responsible for facilitating inductions and professional development including receiving
briefings on material developments in laws, regulations and accounting standards
relevant to the Company.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate
and disclose its values.
Yes The Company’s values are set out in its Code of Conduct (which forms part of the
Corporate Governance Plan) and are available on the Company’s website. All
employees will be given appropriate training on the Company’s values and senior
executives will continually reference such values.
No. ASX Recommendation Comply Explanation
3.2 A listed entity should:
a) have and disclose a code of
conduct for its Directors,
senior executives and
employees; and
b) ensure that the Board or a
committee of the Board is
informed of any material
breaches of that code.
Yes a) The Company’s Corporate Code of Conduct (which forms part of the Company’s
Corporate Governance Plan) is available on the Company’s website.
b) Any material breaches of the Code of Conduct are required to be reported to the
Board or a committee of the Board.
3.3 A listed entity should:
a) have and disclose a
whistleblower policy; and
b) ensure that the Board or a
committee of the Board is
informed of any material
incidents reported under that
policy.
Yes a) The Company’s Whistleblower Protection Policy (which forms part of the Corporate
Governance Plan) is available on the Company’s website.
b) Any material breaches of the Whistleblower Protection Policy are required to be
reported to the Board or a committee of the Board.
3.4 A listed entity should:
a) have and disclose an anti-
bribery and corruption policy;
and
b) ensure that the Board or
committee of the Board is
informed of any material
breaches of that policy.
Yes a) The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the
Corporate Governance Plan) is available on the Company’s website.
b) Any material breaches of the Anti-Bribery and Anti-Corruption Policy are required to
be reported to the Board or a committee of the Board.
No. ASX Recommendation Comply Explanation
4. Safeguard the integrity of corporate reports
4.1 The Board of a listed entity
should:
a) have an audit committee
which:
(i)
has at least three
members, all of
whom are non-
executive Directors
and a majority of
whom are
independent
Directors; and
(ii)
is chaired by an
independent Director,
who is not the Chair
of the Board,
and disclose:
(iii)
the charter of the
committee;
(iv)
the relevant
qualifications and
experience of the
members of the
committee; and
(v)
in relation to each
reporting period, the
number of times the
committee met
throughout the
period and the
Yes (a)
The Company’s Corporate Governance Plan contains an Audit and Risk
Committee Charter that provides for the creation of an Audit and Risk Committee
with at least three members, all of whom must be non-executive Directors, and
majority of the Committee must be independent Directors. The Committee must
be chaired by an independent Director who is not the Chair.
(b)
The Company does not currently have an Audit and Risk Committee as the Board
considers the Company will not currently benefit from its establishment. In
accordance with the Company's Board Charter, the Board is responsible for
carrying out the duties that would ordinarily be carried out by the Audit and Risk
Committee under the Audit and Risk Committee Charter including the following
processes to independently verify the integrity of the Company's periodic reports
which are not audited or reviewed by an external auditor, as well as the
processes for the appointment and removal of the external auditor and the
rotation of the audit engagement partner:
(i)
the Board will devote time at annual Board meetings to fulfilling the roles
and responsibilities associated with maintaining the Company's internal
audit function and arrangements with external auditors; and
(ii)
all members of the Board will be involved in the Company's audit function
to ensure the proper maintenance of the entity and the integrity of all
financial reporting.
No. ASX Recommendation Comply Explanation
individual
attendances of the
members at those
meetings; or
b) if it does not have an audit
committee, disclose that fact
and the processes it employs
that independently verify and
safeguard the integrity of its
corporate reporting,
including the processes for
the appointment and
removal of the external
auditor and the rotation of
the audit engagement
partner.
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 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
internal control which is
operating effectively.
Yes The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if
none, the person(s) fulfilling those functions) to provide a sign off on these terms.
The Board ensures that before it approved the entity’s financial statements for a
financial period it receives declarations that the financial records of the entity have
been properly maintained and that the financial statement 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 internal control which is operation
effectively.
No. ASX Recommendation Comply Explanation
4.3 A listed entity should disclose
its process to verify the
integrity of any periodic
corporate report it releases to
the market that is not audited
or reviewed by an external
auditor.
Yes The Company undertakes the following process to verify the integrity of the information
in periodic corporate reports (to the extent that the information contained in the reports
are not audited or reviewed by an external auditor):
(i) All periodic corporate reports are initially prepared by the Company’s CFO;
(ii) Draft periodic corporate reports are initially reviewed by the Executive
Chairman;
(iii) Following Executive Chairman review, the Company’s Non-Executive Directors
review the draft periodic corporate reports and are able to interrogate the CFO
and Executive Chairman on the content of periodic corporate reports;
(iv) The Board receives declarations that 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 internal control which is
operating effectively.
Pursuant to the Board Charter, all Directors have the ability to seek external advice
on the content of periodic corporate reports if considered necessary
5. Make timely and balanced disclosure
5.1 A listed entity should have and
disclose a written policy for
complying with its continuous
disclosure obligations under
listing rule 3.1.
Yes The Company’s Corporate Governance Plan details the Company’s Continuous
Disclosure policy. The Corporate Governance Plan, which incorporates the Continuous
Disclosure policy, is available on the Company’s website.
No. ASX Recommendation Comply Explanation
5.2 A listed entity should ensure
that its board receives copies of
all material market
announcements promptly after
they have been made.
Yes Under the Company’s Continuous Disclosure Policy (which forms part of the
Corporate Governance Plan), all members of the Board will receive material market
announcements promptly after they have been made.
5.3 A listed entity that gives a new
and substantive investor or
analyst presentation should
release a copy of the
presentation materials on the
ASX Market Announcements
Platform ahead of the
presentation.
Yes Pursuant to the Company’s Continuous Disclosure Policy, all substantive investor or
analyst presentations will be released on the ASX Markets Announcement Platform
ahead of such presentations.
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.
Yes Information about the Company and its governance is available in the Corporate
Governance Plan which can be found on the Company’s website.
No. ASX Recommendation Comply Explanation
6.2 A listed entity should have an
investor relations program that
facilitates effective two-way
communication with investors.
Yes The Company has adopted a Shareholder Communications Strategy which aims to
promote and facilitate effective two-way communication with investors. The Strategy
outlines a range of ways in which information is communicated to shareholders and is
available on the Company’s website as part of the Company’s Corporate Governance
Plan.
6.3 A listed entity should disclose
how it facilitates and
encourages participation at
meetings of security holders.
Yes Shareholders are encouraged to participate at all general meetings and AGMs of the
Company. Upon the despatch of any notice of meeting to Shareholders, the Company
Secretary shall send out material stating that all Shareholders are encouraged to
participate at the meeting.
6.4 A listed entity should ensure
that all substantive resolutions
at a meeting of security holders
are decided by a poll rather
than by a show of hands.
Yes All substantive resolutions at securityholder meetings will be decided by a poll rather
than a show of hands.
6.5 A listed entity should give
security holders the option to
receive communications from,
and send communications to,
the entity and its security
registry electronically.
Yes The Shareholder Communication Strategy provides that security holders can
register with the Company to receive email notifications when an announcement is
made by the Company to the ASX, including the release of the Annual Report, half
yearly reports and quarterly reports. Links are made available to the Company’s
website on which all information provided to the ASX is immediately posted.
Shareholders queries should be referred to the Company Secretary at first
instance.
7. Recognise and manage risk
7.1 The Board of a listed entity
should:
a) have a committee or
committees to oversee risk,
Yes a) The Company does not currently have an Audit and Risk Committee. The
Company’s Corporate Governance Plan contains an Audit and Risk Committee
Charter that provides for the creation of an Audit and Risk Committee with at
least three members, all of whom must be non-executive Directors, and majority
No. ASX Recommendation Comply Explanation
each of which:
(i)
has at least three
members, a majority
of whom are
independent
Directors; and
(ii)
is chaired by an
independent Director,
and disclose:
(iii)
the charter of the
committee;
(iv)
the members of the
committee; and
(v)
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 that fact and the
process it employs for
overseeing the entity’s risk
management framework.
of the Committee must be independent Directors. The Committee must be
chaired by an independent Director who is not the Chair. A copy of the Corporate
Governance Plan is available on the Company’s website.
b) The Company does not have an Audit and Risk Committee as the Board considers
the Company will not currently benefit from its establishment. In accordance with
the Company’s Board Charter, the Board is responsible for carrying out the duties
that would ordinarily be carried out by the Audit and Risk Committee under the
Audit and Risk Committee Charter including the following processes to oversee
the entity’s risk management framework. The Board regularly devotes time at
Board meetings to fulfilling the roles and responsibilities associated with
overseeing risk and maintaining the entity’s risk management framework and
associated internal compliance and control procedures.
No. ASX Recommendation Comply Explanation
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 that the entity is
operating with due regard to
the risk appetite set by the
Board; and
b) disclose in relation to each
reporting period, whether
such a review has taken
place.
Yes a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or,
in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk
management framework continues to be sound and that the Company is operating with
due regard to the risk appetite set by the Board.
b) The Company considered risks in detail and these were disclosed in the IPO
Prospectus date 7 May 2021.
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 governance, risk
management and internal
control processes.
Yes a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee
to monitor and periodically review the need for an internal audit function, as well
as assessing the performance and objectivity of any internal audit procedures that
may be in place.
b) The Company does not have an internal audit function. The Board considered the
process employed pursuant to the Audit and Risk Committee Charter and Risk
Management Policy are sufficient for evaluating and continually improving the
effectiveness of its risk management and internal control processes given the size
and complexity of the current business.
No. ASX Recommendation Comply Explanation








7.4 A listed entity should disclose
whether it has any material
exposure to environmental or
social risks and, if it does, how
it manages or intends to
manage those risks.
Yes The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in
its absence, the Board) to assist management to determine whether the Company has
any potential or apparent exposure to environmental or social risks and, if it does, put
in place management systems, practices and procedures to manage those risks.
Where the Company does not have material exposure to environmental or social risks,
report the basis for that determination to the Board, and where appropriate
benchmark the Company’s environmental or social risk profile against its peers.
The Company discloses if it has any material exposure to environmental or social
risks, if any, in its Annual Report. The Company reported no material exposure to
environmental or social risks in its Annual Report for FY2021.
8. Remunerate fairly and responsibly
8.1 The Board of a listed entity
should:
a) have a remuneration
committee which:
(i)
has at least three
members, a majority
of whom are
independent
Directors; and
(ii)
is chaired by an
Yes (a) The Company’s Corporate Governance Plan contains a Remuneration Committee
Charter that provides for the creation of a Remuneration Committee (if it is
considered it will benefit the Company), with at least three members, a majority of
whom are be independent Directors, and which must be chaired by an independent
Director.
(b) The Company does not have a Remuneration Committee as the Board considers the
Company will not currently benefit from its establishment. In accordance with the
Company’s Board Charter, the Board intends to carry out the duties that would
ordinarily be carried out by the Remuneration Committee under the Remuneration
Committee Charter including the following processes to set the level and composition
of remuneration for Directors and senior executives and ensuring that such
remuneration is appropriate and not excessive:
No. ASX Recommendation Comply Explanation
independent Director,
and disclose:
(iii)
the charter of the
committee;
(iv)
the members of the
committee; and
(v) 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
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.
(i)
the Board will devote time annually at a Board meeting to assess the
level and composition of remuneration for Directors and senior
executives.
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
Yes Pursuant to the Company’s Remuneration Committee Charter, the Company has
disclosed its policies and practices regarding the remuneration of Directors and senior
executives in the remuneration report contained in the Company’s Annual Report.
No. ASX Recommendation Comply Explanation
senior executives.
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
summaryof it.
Yes a) The Company does not currently have an equity-based remuneration scheme.
b) Pursuant to the Company’s Remuneration Committee Charter, the Remuneration
Committee (or, in its absence, the Board) has a duty to review, manage and
disclose the policy (if any) under which participants to an Equity Based Incentive
Plan may be permitted (at the discretion of the Company) to enter into
transactions (whether through the use of derivatives or otherwise) which limit the
economic risk of participating in the Plan.