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RESOURCE BASE LIMITED. Governance Information 2021

Jul 7, 2021

65667_rns_2021-07-07_1fe82527-4dc5-443d-97a3-38252a65f82a.pdf

Governance Information

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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 10 June 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 haveand disclose a board charterwhich sets out the respectiveroles and responsibilities ofthe Board, the Chair and Yes The Company has adopted a Board Charter that sets out the specific roles andresponsibilities of the Board, the Chair and management and includes a description ofthose matters expressly reserved to the Board and those delegated to management.The Board Charter sets out the specific responsibilities of the Board, requirements asto the Board's composition, the roles and responsibilities of the Chairman and
management, and includes adescription of those mattersexpressly reserved to theBoard and those delegated tomanagement. Company Secretary, the establishment, operation and management of BoardCommittees, Directors' access to Company records and information, details of theBoard's relationship with management, details of the Board's performance review anddetails of the Board's disclosure policy.
A copy of the Company's Board Charter, which is part of the Company's CorporateGovernance Plan, is available on the Company's website.
1.2 A listed entity should:a)undertake appropriate checksbefore appointing a director orsenior executive or puttingsomeone forward for electionas a Director; andb)provide security holders withall material information in itspossession relevant to adecision on whether or not toelect or re-elect a Director. Yes a)The Company has guidelines for the appointment and selection of the Board andsenior executives in its Corporate Governance Plan. The Company's NominationCommittee Charter (in the Company's Corporate Governance Plan) requires theNomination Committee (or, in its absence, the Board) to ensure appropriate checks(including checks in respect of character, experience, education, criminal recordand bankruptcy history (as appropriate)) are undertaken before appointing aperson, or putting forward to security holders a candidate for election, as aDirector.b)Under the Nomination Committee Charter, all material information relevant to adecision on whether or not to elect or re-elect a Director is required tobe providedto security holders in the Notice of Meeting containing the resolution to elect or reelecta Director.
No. ASX Recommendation Comply Explanation
1.3 A listed entity should have awritten agreement with eachDirector and senior executivesetting out the terms of theirappointment. Yes The Company's Nomination Committee Charter requires the Nomination Committee(or, in its absence, the Board) to ensurethat each Director and senior executive ispersonally a party to a written agreement with the Company which sets out the termsof that Director's or senior executive's appointment.The Company has written agreements with each of its Directors.
1.4 The Company Secretary of alisted entity should beaccountable directly to theBoard, through the Chair, on allmatters to do with the properfunctioning of the Board. Yes The Board Charter outlines the roles, responsibilityand accountability of the CompanySecretary. In accordance with this, the Company Secretary is accountable directly tothe Board, through the Chair, on all matters to do with the proper functioning of theBoard.
1.5 A listed entity should:Partiallya)have and disclose a diversitypolicy;b)through its board or acommittee of the board setmeasurable objectives for a)The Company has adopted a Diversity Policy which provides a framework for theCompany to establish, achieve and measure diversity objectives, including inrespect of gender diversity. The Diversity Policy is available, as part of theCorporate Governance Plan, on the Company's website.b)The Diversity Policy allows the Board to set measurable gender diversityobjectives,if considered appropriate, and to continually monitor both theobjectives if any have been set and the Company's progress in achieving them.
achieving gender diversity inthe composition of its board,senior executives andworkforce generally; andc)disclose in relation to eachreporting period:(i)the measurableobjectives set for that c)Given the current small size of the Board and Company's operations, the Boarddoes not presently intend to set measurable gender diversity objectives. The Boardwill re-consider this matter in due course following the Company's admission to theASX and business growth.(i)the Board does not anticipate there will be a need to appoint any newDirectors or senior executives in the near term due to the limited natureof the Company's existing and proposed activities and the Board's viewthat the existing Directors and senior executives have sufficient skill and
No. ASX Recommendation Comply Explanation
period to achievegender diversity; experience to carry out the Company's plans;
(ii)the entity's progresstowards achievingthose objectives; and(iii)either: (ii) if it becomes necessary to appoint any new Directors or seniorexecutives, the Board will consider the application of the measurablediversity objectives and determined whether, given the small size of theCompany and the Board, requiring specified objectives to be met willunduly limit the Company from applying the Diversity Policy as a wholeand the Company's policy of appointing the best person for the job; and
(A)the respective proportionsof men and women on theBoard, in senior executivepositions and acrossthewhole workforce(including how the entityhas defined "seniorexecutive" for thesepurposes); or (iii) the respective proportions of men and women on the Board, in seniorexecutive positions and across the whole organisation (including how theentity has defined "senior executive" for these purposes) for eachfinancial year will be disclosed in the Company's annual CorporateGovernance Statement.
(B)if the entity is a "relevantemployer" under theWorkplace GenderEquality Act, the entity'smost recent "GenderEquality Indicators", asdefined in the WorkplaceGender Equality Act.
If the entity was in the S&P /ASX 300 Index at thecommencement of the reportingperiod, the measurable objectivefor achieving gender diversity inthe composition of its boardshould be to have not less than30% of its directors of eachgender within a specified period.
No. ASX Recommendation Comply Explanation
1.6 A listed entity should:a)have and disclose a processfor periodically evaluating theperformance of the Board, itscommittees and individualDirectors; andb)disclose for each reportingperiod whether aperformance evaluation hasbeen undertaken inaccordance with that processduring or in respect of thatperiod. Yes a)The Company's Nomination Committee (or, in its absence, the Board) is responsiblefor evaluating the performance of the Board, its committees and individual Directorson an annual basis. It may do so with the aid of an independent advisor. The processfor this is set out in the Company's Corporate Governance Plan, which is availableon the Company's website.b)The Company's Corporate Governance Plan requires the Company to disclosewhether or not performance evaluations were conducted during the relevantreporting period. The Company intends to complete performance evaluations inrespect of the Board, its committees (if any) and individual Directors for eachfinancial year in accordance with the above process following the Company'sadmission to the ASX.
1.7 A listed entity should:a)have and disclose a processfor evaluating theperformance of its seniorexecutives at least onceevery reporting period; andb)disclose for each reportingperiod whether aperformance evaluation hasbeen undertaken inaccordance with that processduring or in respect of thatperiod. Yes a)The Company's Nomination Committee (or, in its absence, the Board) is responsiblefor arrangingan annual performance evaluation of the Board, its committee,individual Directors and senior executives as appropriate. Such review will include aconsideration of the currency of each Director's knowledge and skills and whetherDirector's performance has been impacted by any other commitments. Theapplicable processes for these evaluations can be found in the Company's CorporateGovernance Plan, which is available on the Company's website.b)The Company intends to complete performance evaluations in respect of the seniorexecutives for each financial year in accordance with the applicable processesfollowing the Company's admission to the ASX. The Company will disclosefor eachreporting period whether a performance evaluation has been undertaken inaccordance with that process during or in respect of that period in the annualCorporate Governance Statement.
2. Structure the Board to be effective and add value
No. ASX Recommendation Comply Explanation
2.1 The Board of a listed entityshould:a)have a nominationcommittee which:(i)has at least threemembers, a majorityof whom areindependentDirectors; and(ii)is chaired by anindependent Director,and disclose:(iii)the charter of thecommittee;(iv)the members of thecommittee; and(v)as at the end of eachreporting period, thenumber of times thecommittee metthroughout the periodand the individualattendances of themembers at thosemeetings; orb)if it does not have anomination committee,disclose that fact and theprocesses it employs toaddress Board succession Yes a)The Company does not currently have a Nomination Committee. The Company'sNomination Committee Charter provides for the creation of a NominationCommittee (if it is considered it will benefit the Company), with at least threemembers, a majority of whom are independent Directors, and which must bechaired by an independent Directorb)The Company does not have a Nomination Committee as the Board considers thatthe Company will not currently benefit from its establishment. In accordance withthe Company's Board Charter, following the Company's admission to the ASX theBoard intends to carry out the duties that would ordinarily be carried out by theNomination Committee under the Nomination Committee Charter, including thefollowing processes to address succession issues and to ensure the Board has theappropriate balance of skills, experience, independence and knowledge of theentity to enable it to discharge its duties and responsibilities effectively:(i)devoting time at least annually to discuss Board succession issues andupdating 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 ASXListing Rules.
issues and to ensure that theBoard has the appropriate
No. ASX Recommendation Comply Explanation
balance of skills, knowledge,experience, independenceand diversity to enable it todischarge its duties andresponsibilities effectively.
2.2 A listed entity should have anddisclose a Board skills matrixsetting out the mix of skills thatthe Board currently has or islooking to achieve in itsmembership. Yes Under the Nomination Committee Charter (in the Company's Corporate GovernancePlan), the Nomination Committee (or, in its absence, the Board) is required toprepare 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'sBoard skills matrix to ensure the appropriate mix of skills to discharge its obligationseffectively and to add value and to ensure the Board has the ability to deal with newand emerging business and governance issues.
The Company has a Board skill matrix setting out the mix of skills and diversity thatthe Board currently has or is looking to achieve in its membership, which currentlyincludes geological, project development, commercial, financial and capital marketsknowledge.
Following admission, the new Board will undertake an evaluation of the skills matrixto ensure that the Board's skills satisfy the ongoing skills and experience needed toexecute the Company's business strategy and to identify any gaps in the skills andexperience of the Board. The Board will then assess all future candidates for Boardpositions and the performance of its current membership on this basis.
The Board Charter requires the disclosure of each Board member's qualifications andexpertise. Full details as to each Director and senior executive's relevant skills andexperience are available in the Company's Annual Report.
2.3 A listed entity should disclose:a)the names of the Directorsconsidered by the Board tobe independent Directors;b)if a Directorhas an interest,position or relationship of thetype described in Box 2.3 of Yes a)The Company will disclose those Directors it considers to be independent in itsAnnual Report and on the Company's website. At admission, the Board considersMr James Myersand Mr Paul Hissey(Proposed) to be independent Directors.b)Mr Paul Hissey is employed as the Chief Financial Officer of Navarre MineralsLimited, a substantial shareholder of the Company atadmission. However,theBoard has formed the view that this does not compromise Mr Hissey'sindependenceas he is not a director of and doesnot control the Board of NavarreMinerals Limited.
No. ASX Recommendation Comply Explanation
Governance Principles andRecommendations (4thEdition), but the Board is ofthe opinion that it does notcompromise theindependence of the Director,the nature of the interest,position or relationship inquestion and an explanationof why the Board is of thatopinion; andc)the length of service of eachDirector c)The Company's Annual Report will disclose the length of service of each Director,as at the end of each financial year.
2.4 A majority ofthe Board of alisted entity should beindependent Directors. No The Company's Board Charter requires that, where practical, at least 50% of theBoard should be independent.At admission, the Board comprises a total of 4directors, twoof whom, Mr JamesMyersand Mr Paul Hissey (Proposed)areconsidered to be independent.The Board does not currently consider an independent majority of the Board to beappropriate given its current status. The Board will re-assess the composition of theBoard and independence in due course.
2.5 The Chair of the Board of alisted entity should be anindependent Director and, inparticular, should not be thesame person as the CEO of theentity. No MrShannon Green, the Company's Chairman, is an executive director of theCompany and is therefore not considered independent for the purposes of thisrecommendation. However, the directors, other than Mr Green, do not consider thatthese matters affect Mr Green's ability to bring an independent judgement to Boardmatters or otherwise affect his duties as Chairman of the Company.
No. ASX Recommendation Comply Explanation
2.6 A listed entity should have aprogram for inducting newDirectors and for periodicallyreviewing whether there is aneed for existing directors toundertake professionaldevelopment to maintain theskills and knowledge needed toperform their role as Directorseffectively. Yes In accordance with the Company's Board Charter, the Nominations Committee (or, inits absence, the Board) is responsible for the review and approval of induction andcontinuing professional development programs and procedures for Directors to ensurethat they can effectively discharge their responsibilities. The Company Secretary isresponsible for facilitating inductions and professional development including receivingbriefings on material developments in laws, regulations and accounting standardsrelevant to the Company.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulateand disclose its values. Yes The Company's values are set out in its Code of Conduct (which forms part of theCorporate Governance Plan) and are available on the Company's website. Allemployees will be given appropriate training on the Company's values and seniorexecutives will continually reference such values.
No. ASX Recommendation Comply Explanation
3.2 A listed entity should:a)have and disclose a code ofconduct for its Directors,senior executives andemployees; andb)ensure that the Board or acommittee of the Board isinformed of any materialbreaches of that code. Yes a)The Company's Corporate Code of Conduct (which forms part of the Company'sCorporate Governance Plan) is available on the Company's website.b)Any material breaches of the Code of Conduct are reported to the Board or acommittee of the Board.
3.3 A listedentity should:a)have and disclose awhistleblower policy; andb)ensure that the Board or acommittee of the Board isinformed of any materialincidents reported under thatpolicy. Yes The Company's Whistleblower Protection Policy (which forms part of the CorporateGovernance Plan) is available on the Company's website. Any material breaches of theWhistleblower Protection Policy are to be reported to the Board or a committee of theBoard.
3.4 A listed entity should:a)have and disclose an antibribery and corruption policy;andb)ensure that the Board orcommittee of the Board isinformed of any materialbreaches of that policy. Yes The Company's Anti-Bribery and Anti-Corruption Policy (which forms part of theCorporate Governance Plan) isavailable on the Company's website. Any materialbreaches of the Anti-Bribery and Anti-Corruption Policy are to be reported to the Boardor a committee of the Board.
No. ASX Recommendation Comply Explanation
4. Safeguard the integrity of corporate reports
4.1 should:a)which: The Board of a listed entityhave an audit committee Yes (a) The Company's Corporate Governance Plan contains an Audit and RiskCommittee Charter that provides for the creation of an Audit and Risk Committeewith at least three members, all of whom must benon-executive Directors, andmajority of the Committee must be independent Directors. The Committee mustbe chaired by an independent Director who is not the Chair.
(i) has at least threemembers, all ofwhom are nonexecutive Directorsand a majority ofwhom areindependentDirectors; and (b)(i)(ii) The Company does not currently have an Audit and Risk Committee as the Boardconsiders the Company will not currently benefit from its establishment. Inaccordance with the Company's Board Charter, following the Company'sadmission to the ASX, the Board intends to carry out the duties that wouldordinarily be carried out by the Audit and Risk Committee under the Audit andRisk Committee Charter including the following processes to independently verifythe integrity of the Company's periodic reports which are not audited or reviewedby an external auditor, as well as the processes for the appointment and removal
(ii) is chaired by anindependent Director,who is not the Chairof the Board, of the external auditor and the rotation of the audit engagement partner:the Board will devote time at annual Board meetings to fulfilling the rolesand responsibilities associated with maintaining the Company's internalaudit function and arrangements with external auditors; and
and disclose: all members of the Board will be involved in the Company's audit function
(iii) the charter of thecommittee; to ensure the proper maintenance of the entity and the integrity of allfinancial reporting.
(iv) the relevantqualifications andexperience of themembers of thecommittee; and
(v) in relation to eachreporting period, thenumber of times thecommittee metthroughout theperiod and the
No. ASX Recommendation Comply Explanation
individualattendances of themembers at thosemeetings; or
b)if it does not have an auditcommittee, disclose that factand the processes it employsthat independently verify andsafeguard the integrity of itscorporate reporting,including the processes forthe appointment andremoval of the externalauditor and the rotation ofthe audit engagementpartner.
4.2 The Board of a listed entityshould, before it approves theentity's financial statements fora financial period, receive fromits CEO and CFO a declarationthat the financial records of theentity have been properlymaintained and that thefinancial statements complywith the appropriate accountingstandards and give a true andfair view of the financial positionand performance of the entityand that the opinion has beenformed on the basis of a soundsystem of risk management andinternal control which isoperating effectively. Yes The Company's Audit and Risk Committee Charter requires the CEO and CFO (or, ifnone, 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 afinancial period it receives declarations that the financial records of the entity havebeen properly maintained and that the financial statement comply with theappropriate accounting standards and give a true and fair view of the financialposition and performance of the entity and that the opinion has been formed on thebasis of a sound system of risk management and internal control which is operationeffectively.
No. ASX Recommendation Comply Explanation
4.3 A listed entity should discloseits process to verify theintegrity of any periodiccorporate report it releases tothe market that is not auditedor reviewed by an externalauditor. Yes The Company will include in its annual Corporate Governance Statement adescription of the process it undertakes to verify the integrity of the information inperiodic corporate reports (to the extent that the information contained in the reportsare not audited or reviewed by an external auditor).
5. Make timely and balanced disclosure
5.1 A listed entity should have anddisclose a written policy forcomplying with its continuousdisclosure obligations underlisting rule 3.1. Yes a)The Company's Corporate Governance Plan details the Company's ContinuousDisclosure policy.b)The Corporate Governance Plan, which incorporates the Continuous Disclosurepolicy, is available on the Company's website.
5.2 A listed entity should ensurethat its board receives copies ofall material marketannouncements promptly afterthey have been made. Yes Under the Company's Continuous Disclosure Policy (which forms part of theCorporate Governance Plan), all members of the Board will receive material marketannouncements promptly after they have been made.
No. ASX Recommendation Comply Explanation
5.3 A listed entity that gives a newand substantive investor oranalyst presentation shouldrelease a copy of thepresentation materials on theASX Market AnnouncementsPlatform ahead of thepresentation. Yes Pursuant to the Company's Continuous Disclosure Policy,all substantive investor oranalyst presentations will be released on the ASX Markets Announcement Platformahead of such presentations.
6. Respect the rights of security holders
6.1 A listed entity should provideinformation about itself and itsgovernance to investors via itswebsite. Yes Information about the Company and its governance is available in the CorporateGovernance Plan which can be found on the Company's website.
6.2 A listed entity should have aninvestor relations program thatfacilitates effective two-waycommunication with investors. Yes The Company has adopted a Shareholder Communications Strategy which aims topromote and facilitate effective two-way communication with investors. The Strategyoutlines a range of ways in which information is communicated to shareholders and isavailable on the Company's website as part of the Company's Corporate GovernancePlan.
6.3 A listed entity should disclosehow it facilitates andencourages participation atmeetings of security holders. Yes Shareholders are encouraged to participate at all general meetings and AGMs of theCompany. Upon the despatch of any notice of meeting to Shareholders, the CompanySecretary shall send out material stating that all Shareholders are encouraged toparticipate at the meeting.
No. ASX Recommendation Comply Explanation
6.4 A listed entity should ensurethat all substantive resolutionsat a meeting of security holdersare decided by a poll ratherthan by a show of hands. Yes All substantive resolutions at securityholder meetings will be decided by a poll ratherthan a show of hands.
6.5 A listed entity should givesecurity holders the option toreceive communications from,and send communications to,the entity and its securityregistry electronically. Yes The Shareholder Communication Strategy provides that security holders canregister with the Company to receive email notifications when an announcement ismade by the Company to the ASX, including the release of the Annual Report, halfyearly reports and quarterly reports. Links are made available to the Company'swebsite on which all information provided to the ASX is immediately posted.Shareholders queries should be referred to the Company Secretary at firstinstance.
7. Recognise and manage risk
7.1 The Board of a listed entityshould:a)have a committee orcommittees to oversee risk,each of which:(i)has at least threemembers, a majorityof whom areindependentDirectors; and(ii)is chaired by anindependent Director,and disclose:(iii)the charter of thecommittee;(iv)the members of the Yes a)The Company does not currently have an Audit and Risk Committee. TheCompany's Corporate Governance Plan contains an Audit and Risk CommitteeCharter that provides for the creation of an Audit and Risk Committee with atleast three members, all of whom must be non-executive Directors, and majorityof the Committee must be independent Directors. The Committee must bechaired by an independent Director who is not the Chair. A copy of the CorporateGovernance Plan is available on the Company's website.b)The Company does not have an Audit and Risk Committee as the Board considersthe Company will not currently benefit from its establishment. In accordance withthe Company's Board Charter, following the Company's admission to the ASX,the Board intends to carry out the duties that would ordinarily be carried out bythe Audit and Risk Committee under the Audit and Risk Committee Charterincluding the following processes to oversee the entity's risk managementframework. The Board will regularly devote time at Board meetings to fulfillingthe roles and responsibilities associated with overseeing risk and maintaining theentity's risk management framework and associated internal compliance andcontrol procedures.
No. ASX Recommendation Comply Explanation
committee; and(v)as at the end of eachreporting period, thenumber of times thecommittee metthroughout theperiod and theindividualattendances of themembers at thosemeetings; orb)if it does not have a riskcommittee or committeesthat satisfy (a) above,disclose that fact and theprocess it employs foroverseeing the entity's riskmanagement framework.
7.2 The Board or a committee of theBoard should:a)review the entity's riskmanagement framework atleast annually to satisfy itselfthat it continues to be soundand that the entity isoperating with due regard tothe risk appetite set by theBoard; andb)disclose in relation to eachreporting period, whethersuch a review has takenplace. 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 riskmanagement framework continues to be sound and that the Company is operating withdue regard to the risk appetite set by the Board.b)The Company will disclose,in relation to each reporting period, whether such areview has taken place in the annual Corporate Governance Statement.
No. ASX Recommendation Comply Explanation
7.3 A listed entity should disclose:a)if it has an internal auditfunction, how the function isstructured and what role itperforms;orb)if it does not have an internalaudit function, that fact andthe processes it employs forevaluating and continuallyimproving the effectivenessof its governance, riskmanagement and internalcontrol processes. Yes a)The Audit and Risk Committee Charter provides for the Audit and Risk Committeeto monitor and periodically review the need for an internal audit function, as wellas assessing the performance and objectivity of any internal audit procedures thatmay be in place.b)The Company does not have an internal audit function. The Board considered theprocess employed pursuant to the Audit and Risk Committee Charter and RiskManagement Policy are sufficient for evaluating and continually improving theeffectiveness ofits risk management and internal control processes given the sizeand complexity of the current business.
7.4 A listed entity should disclosewhether it has any materialexposure to environmental orsocial risks and, if it does, howit manages or intends tomanage those risks. Yes The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, inits absence, the Board) to assist management to determine whether the Company hasany potential or apparent exposure to environmental or social risks and, if it does, putin 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 appropriatebenchmark the Company's environmental or social risk profile against its peers.The Company will disclose this information in its Annual Report.
No. ASX Recommendation Comply Explanation
8. Remunerate fairly and responsibly
8.1 should:a)(i)(ii)and disclose:(iii)(iv)(v)b) The Board of a listed entityhave a remunerationcommittee which:has at least threemembers, a majorityof whom areindependentDirectors; andis chaired by anindependent Director,the charter of thecommittee;the members of thecommittee; andas at the end of eachreporting period, thenumber of times thecommittee metthroughout theperiod and theindividualattendances of themembers at thosemeetings; orif it does not have aremuneration committee,disclose that fact and theprocesses it employs for Yes (a)(b) The Company's Corporate Governance Plan contains a Remuneration CommitteeCharter that provides for the creation of a Remuneration Committee (if it isconsidered it will benefit the Company), with at least three members, a majority ofwhom are be independent Directors, and which must be chaired by an independentDirector.The Company does not have a Remuneration Committee as the Board considers theCompany will not currently benefit from its establishment. In accordance with theCompany's Board Charter, following the Company's admission to the ASXthe Boardintends to carry out the duties that would ordinarily be carried out by theRemuneration Committee under the Remuneration Committee Charter including thefollowing processes to set the level and composition of remuneration for Directorsand senior executives and ensuring that such remuneration is appropriate and notexcessive:(i)the Board will devote time annually at aBoard meeting to assess thelevel and composition of remuneration for Directors and seniorexecutives.
No. ASX Recommendation Comply Explanation
setting the level andcomposition of remunerationfor Directors and seniorexecutives and ensuring thatsuch remuneration isappropriate and notexcessive.
8.2 A listed entity should separatelydisclose its policies andpractices regarding theremuneration of non-executiveDirectors and the remunerationof executive Directors and othersenior executives. Yes Pursuant to the Company's Remuneration Committee Charter, the Companyisrequired todisclose its policies and practices regarding the remuneration of Directorsand senior executivesin the remuneration report contained in the Company's AnnualReport.
8.3 A listed entity which has anequity-based remunerationscheme should:a)have a policy on whetherparticipants are permitted toenter intotransactions(whether through the use ofderivatives or otherwise)which limit the economic riskof participating in thescheme; andb)disclose that policy or a Yes a)The Company does not currently have an equity-based remuneration scheme.b)Pursuant to the Company's Remuneration Committee Charter, the RemunerationCommittee (or, in its absence, the Board) has a duty to review, manage anddisclose the policy (if any) under which participants to anEquity Based IncentivePlan may be permitted (at the discretion of the Company) to enter intotransactions (whether through the use of derivatives or otherwise) which limit theeconomic risk of participating in the Plan.