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RESOURCE BASE LIMITED. Governance Information 2022

Sep 20, 2022

65667_rns_2022-09-20_82c28e22-4b73-477c-83e6-ed988ad7f1d9.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 30 June 2022.

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 anddisclose a board charter whichsets out the respective roles andresponsibilities of the Board, theChair and management, andincludes a description of thosematters expressly reserved to theBoard and those delegated tomanagement. Yes The Company has adopted a Board Charter that sets out the specific roles and responsibilities ofthe Board, the Chair and management and includes a description of those matters expresslyreserved to the Board and those delegated to management.The Board Charter sets out the specific responsibilities of the Board, requirements as to theBoard's composition, the roles and responsibilities of the Chairman and Company Secretary, theestablishment, operation and management of Board Committees, Directors' accessto Companyrecords and information, details of the Board's relationship with management, details of theBoard'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 GovernancePlan, 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 election as aDirector; andb)provide security holders with allmaterial information in itspossession relevant to a decisionon whether or not to elect or reelect a Director. Yes a)The Company has guidelines for the appointment and selection of the Board and seniorexecutives in its Corporate Governance Plan. The Company's Nomination Committee Charter(in the Company's Corporate Governance Plan) requires the Nomination Committee (or, in itsabsence, the Board) to ensure appropriate checks (including checks in respect of character,experience, education, criminal record and bankruptcy history (as appropriate)) areundertaken before appointing a person, or putting forward to security holders a candidatefor election, as a Director.b)Under the Nomination Committee Charter, all material information relevant to a decision onwhether or not to elect or re-elect a Director is required tobe provided to security holders inthe 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 writtenagreement with each Director andsenior executive setting out the termsof their appointment. Yes The Company's Nomination Committee Charter requires the Nomination Committee (or, in itsabsence, the Board) to ensurethat each Director and senior executive is personally a party to awritten agreement with the Company which sets out the terms of that Director's or seniorexecutive's appointment.
The Company has written agreements with each of its Directorsand senior executives.
1.4 The Company Secretary of a listedentity should be accountable directlyto the Board, through the Chair, onall matters to do with the properfunctioning of the Board. Yes The Board Charter outlines the roles, responsibility and accountability of the CompanySecretary. 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 diversitypolicy; Partially a)The Company has adopted a Diversity Policy which provides a framework for the Company toestablish, 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'swebsite.
b)through its board or acommittee of the board setmeasurable objectives forachieving gender diversity in thecomposition of its board, seniorexecutives and workforcegenerally; and b)The Diversity Policy allows the Board to set measurable gender diversity objectives,ifconsidered appropriate, and to continually monitor both the objectives if any have been setand the Company's progress in achieving them.
c)Given the current small size of the Board and Company's operations, the Board does notpresently intend to set measurable gender diversity objectives. The Board will re-considerthis matter in due course.
c)disclose in relation to eachreporting period: (i)the Board does not anticipate there will be a need to appoint any new Directorsor senior executives in the near term due to the limited nature of the Company'sexisting and proposed activities and the Board's view that the existing Directors
No. ASX Recommendation Comply Explanation
(i)the measurableobjectives set for thatperiod to achieve and senior executives have sufficient skill and experience to carry out theCompany's plans;
gender diversity;(ii)the entity's progress (ii)if it becomes necessary to appoint any new Directors or senior executives, theBoard will consider the application of the measurable diversity objectives anddetermined whether, given the small size of the Company and the Board,
towards achieving thoseobjectives; and requiring specified objectives to be met will unduly limit the Company fromapplying the Diversity Policy as awhole and the Company's policy of appointing
(iii)either: the best person for the job; and(iii)the respective proportions of men and women on the Board, in senior executive
(A)the respective proportions ofmen and women on theBoard, in senior executivepositions and across thewhole workforce (includinghow the entity has defined"senior executive" for thesepurposes); or positions and across the whole organisation (including how the entity has defined"senior executive" for these purposes) for each financial year will be disclosed inthe Company's annual Corporate Governance Statement.
(B)if the entity is a "relevantemployer" under theWorkplace Gender EqualityAct, the entity's most recent"Gender Equality Indicators",as defined in the WorkplaceGender Equality Act.
If the entity was in the S&P / ASX 300Index at the commencement of thereporting period, the measurableobjective for achieving genderdiversity in the composition of itsboard should be to have not lessthan 30% 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 process forperiodically evaluating theperformance of the Board, itscommittees and individualDirectors; andb)disclose for each reportingperiod whether a performanceevaluation has been undertakenin accordance with that processduring or in respect of thatperiod. Yes a)The Company's Nomination Committee (or, in its absence, the Board) is responsible forevaluating the performance of the Board, its committees and individual Directors on anannual basis. It may do so with the aid of an independent advisor. The process for this is setout in the Company's Corporate Governance Plan, which is available on the Company'swebsite.b)The Company's Corporate Governance Plan requires the Company to disclose whether or notperformance evaluations were conducted during the relevant reporting period. The Companyintends 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.The Company has commenced the evaluationprocess for the 2022 financial year.
1.7 A listed entity should:a)have and disclose a process forevaluating the performance ofits senior executives at leastonce every reporting period; andb)disclose for each reportingperiod whether a performanceevaluation has been undertakenin accordance with that processduring or in respect of thatperiod. Yes a)The Company's Nomination Committee (or, in its absence, the Board) is responsible forarranging an annual performance evaluation of the Board, its committee, individual Directorsand senior executives as appropriate. Such review will include a consideration of the currencyof each Director's knowledge and skills and whether Director's performance has beenimpacted by any other commitments. The applicable processes for these evaluations can befound in the Company's Corporate Governance Plan, which is available on the Company'swebsite.b)The Company intends to complete performance evaluations in respect of the seniorexecutives for each financial year in accordance with the applicable processes. The Companyhas not undertakenperformance evaluations in respect ofthe seniorexecutivesin the currentfinancial year, the senior executives were appointed mid financial year and the performancereviews have been scheduled forDecember 2022.
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 committeewhich:(i)has at least threemembers, a majority ofwhom are independentDirectors; 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; or Yes a)The Company does not currently have a Nomination Committee. The Company's NominationCommittee Charter provides for the creation of a Nomination Committee (if it is consideredit will benefit the Company), with at least three members, a majority of whom areindependent Directors, and which must be chaired by an independent Directorb)The Company does not have a Nomination Committee as the Board considers that theCompany will not currently benefit from its establishment. In accordance with theCompany's Board Charter, the Board intends to carry out the duties that would ordinarily becarried out by the Nomination Committee under the Nomination Committee Charter,including the following processes to address succession issues and to ensure the Board hasthe appropriate balance of skills, experience, independence and knowledge of the entity toenable it to discharge its duties and responsibilities effectively:(i)devoting time at least annually to discuss Board succession issues and updatingthe Company's Board skills matrix; and(ii)all Board members being involved in the Company's nomination process, to themaximum extent permitted under the Corporations Act and ASX Listing Rules.
b)if it does not have a nominationcommittee, disclose that factand the processes it employs toaddress Board succession issuesand to ensure that the Board hasthe appropriate balance of skills,
No. ASX Recommendation Comply Explanation
knowledge, experience,independence and diversity toenable it to discharge its dutiesand responsibilities effectively.
2.2 A listed entity should have anddisclose a Board skills matrix settingout the mix of skills that the Boardcurrently has or is looking to achievein its membership. Yes Under the Nomination Committee Charter (in the Company's Corporate Governance Plan), theNomination Committee (or, in its absence, the Board) is required to prepare a Board skillsmatrix setting out the mix of skills that the Board currently has (or is looking to achieve) and toreview this at least annually against the Company's Board skills matrix to ensure theappropriate mix of skills to discharge its obligations effectively and to add value and to ensurethe 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 Boardcurrently has or is looking to achieve in its membership, which currently includes geological,project development, commercial, financial and capital markets knowledge.
The Board has undertaken an evaluation of the skills matrix to ensure that the Board's skillssatisfy the ongoing skills and experience needed to execute the Company's business strategyand to identify any gaps in the skills and experience of the Board. The Board will then assess allfuture candidates for Board positions and the performance of its current membership on thisbasis.
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 areavailable in the Company's Annual Report.
2.3 A listed entity should disclose:a)the names of the Directorsconsidered by the Board to beindependent Directors;b)if a Director has an interest, Yes a)The Company will disclose those Directors it considers to be independent in its AnnualReport and on the Company's website. The Board considers Mr James Myersand Mr PaulHisseyto be independent Directors.b)Mr Paul Hissey is employed as the Chief Financial Officer of Navarre Minerals Limited, asubstantial shareholder of the Company. However,the Board has formed the view that this
position or relationship of thetype described in Box 2.3 of the does not compromise Mr Hissey'sindependenceas he is not a director of and does notcontrol the Board of Navarre Minerals Limited.
No. ASX Recommendation Comply Explanation
ASX Corporate GovernancePrinciples andRecommendations (4th Edition),but the Board is of the opinionthat it does not compromise theindependence of the Director,the nature of the interest,position or relationship inquestion and an explanation ofwhy the Board is of that opinion;andc)the length of service of eachDirector c)The Company's Annual Report will disclose the length of service of each Director, as at theend of each financial year.
2.4 A majority ofthe Board of a listedentity should be independentDirectors. Yes The Company's Board Charter requires that, where practical, at least 50% of the Board shouldbe independent.The Board comprises a total of 3 directors, two of whom, Mr James Myers and Mr Paul Hisseyare considered to be independent.
2.5 The Chair of the Board of a listedentity should be an independentDirector and, in particular, shouldnot be the same person as the CEOof the entity. No Mr Shannon Green, the Company's Chairman, is an executive director of the Company and istherefore not considered independent for the purposes of this recommendation.However, the directors, other than Mr Green, do not consider that these matters affect MrGreen's ability to bring an independent judgement to Board matters or otherwise affect hisduties 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 a needfor existing directors to undertakeprofessional development tomaintain the skills and knowledgeneeded to perform their role asDirectors 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 professionaldevelopment programs and procedures for Directors to ensure that they can effectivelydischarge their responsibilities.The Company Secretary is responsible for facilitating inductions and professional developmentincluding receiving briefings on material developments in laws, regulations and accountingstandards relevant to the Company.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate anddisclose its values. Yes The Company's values are set out in its Code of Conduct (which forms part of the CorporateGovernance Plan) and are available on the Company's website. All employees will be givenappropriate training on the Company's values and senior executives will continually referencesuch values.
No. ASX Recommendation Comply Explanation
3.2 A listed entity should:a)have and disclose a code ofconduct for its Directors, seniorexecutives and employees; 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's CorporateGovernance Plan) is available on the Company's website.b)Any material breaches of the Code of Conduct are reported to the Board or a committee ofthe Board.
3.3 A listed entity 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 WhistleblowerProtection Policy (which forms part of the Corporate GovernancePlan) is available on the Company's website. Any material breaches of the WhistleblowerProtection Policy are to be reported to the Board or a committee of the Board.
3.4 A listed entity should:a)have and disclose an anti-briberyand 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 the CorporateGovernance Plan) is available on the Company's website. Any material breaches of the Anti-Briberyand Anti-Corruption Policy are 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 threemembers, all of whomare non-executiveof whom areand(ii)is chaired by anindependent Director,who is not the Chair ofthe Board,and disclose:(iii)the charter of thecommittee;(iv)the relevantqualifications andexperience of themembers of thecommittee; and(v)in relation to each Directors and a majorityindependent Directors; Yes (a)The Company's Corporate Governance Plan contains an Audit and Risk Committee Charterthat 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 beindependent Directors. The Committee must be chaired by an independent Director whois not the Chair.(b)The Company does not currently have an Audit and Risk Committee as the Board considersthe Company will not currently benefit from its establishment. In accordance with theCompany's Board Charter, the Board intends to carry out the duties that would ordinarilybe carried out by the Audit and Risk Committee under the Audit and Risk CommitteeCharter including the following processes to independently verify the integrity of theCompany's periodic reports which are not audited or reviewed by an external auditor, aswell as the processes for the appointment and removal of the external auditor and therotation of the audit engagement partner:(i)the Board will devote time at annual Board meetings to fulfilling the roles andresponsibilities associated with maintaining the Company's internal audit functionand arrangements with external auditors; and(ii)all members of the Board will be involved in the Company's audit function toensure the proper maintenance of the entity and the integrity of all financialreporting.
reporting period, thenumber of times thecommittee metthroughout the periodand the individual
No. ASX Recommendation Comply Explanation
attendances of themembers at thosemeetings; orb)if it does not have an auditcommittee, disclose that factand the processes it employsthat independently verify andsafeguard the integrity of itscorporate reporting, includingthe processes for theappointment and removal of theexternal auditor and the rotationof the audit engagementpartner.
4.2 The Board of a listed entity should,before it approves the entity'sfinancial statements for a financialperiod, receive from its CEO andCFO a declaration that the financialrecords of the entity have beenproperly maintained and that thefinancial statements comply withthe appropriate accountingstandards and give a true and fairview of the financial position andperformance of the entity and thatthe opinion has been formed on thebasis of a sound system of riskmanagement and internal controlwhich is operating effectively. Yes The Company's Audit and Risk Committee Charter requires the CEO and CFO (or, if none, theperson(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 financialperiod it receives declarations that the financial records of the entity have been properlymaintained and that the financial statement comply with the appropriate accounting standardsand give a true and fair view of the financial position and performance of the entity and thatthe opinion has been formed on the basis of a sound system of risk management and internalcontrol which is operation effectively.
No. ASX Recommendation Comply Explanation
4.3 A listed entity should disclose itsprocess to verify the integrity of anyperiodic corporate report it releasesto the market that is not audited orreviewed by an external auditor. Yes The Company will include in its annual Corporate Governance Statement a description of theprocess it undertakes to verify the integrity of the information in periodic corporate reports (tothe extent that the information contained in the reports are not audited or reviewed by anexternal auditor).
5. Make timely and balanced disclosure
5.1 A listed entity should have anddisclose a written policy forcomplying with its continuousdisclosure obligations under listingrule 3.1. Yes a)The Company's Corporate Governance Plan details the Company's Continuous Disclosurepolicy.b)The Corporate Governance Plan, which incorporates the Continuous Disclosure policy, isavailable on the Company's website.
5.2 A listed entity should ensure that itsboard receives copies of all materialmarket announcements promptlyafter they have been made. Yes Under the Company's Continuous Disclosure Policy (which forms part of the CorporateGovernance Plan), all members of the Board will receive material market announcementspromptly after they have been made.
No. ASX Recommendation Comply Explanation
5.3 A listed entity that gives a new andsubstantive investor or analystpresentation should release a copyof the presentation materials on theASX Market AnnouncementsPlatform ahead of the presentation. Yes Pursuant to the Company's Continuous Disclosure Policy, all substantive investor or analystpresentations will be released on the ASX Markets Announcement Platform ahead of suchpresentations.
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 Corporate Governance Planwhich 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 to promote andfacilitate effective two-way communication with investors. The Strategy outlines a range of waysin which information is communicated to shareholders and is available on the Company's websiteas part of the Company's Corporate Governance Plan.
6.3 A listed entity should disclose howit facilitates and encouragesparticipation at meetings of securityholders. 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 sendout material stating that all Shareholders are encouraged to participate at the meeting.
No. ASX Recommendation Comply Explanation
6.4 A listed entity should ensure that allsubstantive resolutions at ameeting of security holders aredecided by a poll rather than by ashow of hands. Yes All substantive resolutions at securityholder meetings will be decided by a poll rather than ashow of hands.
6.5 A listed entity should give securityholders the option to receivecommunications from, and sendcommunications to, the entity andits security registry electronically. Yes The Shareholder Communication Strategy provides that security holders can register with theCompany to receive email notifications when an announcement is made by the Company tothe 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 theASX 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 orcommittees to oversee risk, eachof which:(i)has at least threemembers, a majority ofwhom are independentDirectors; 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. The Company'sCorporate GovernancePlan contains an Audit and Risk Committee Charter that providesfor the creation of an Audit and Risk Committee with at least three members, all of whommust be non-executive Directors, and majority of the Committee must be independentDirectors. The Committee must be chaired by an independent Director who is not theChair. 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 theCompany will not currently benefit from its establishment. In accordance with theCompany's Board Charter, the Board intends to carry out the duties that would ordinarilybe carried out by the Audit and Risk Committee under the Audit and Risk CommitteeCharter including the following processes to oversee the entity's risk managementframework. The Board will regularly devote time at Board meetings to fulfilling the rolesand responsibilities associated with overseeing risk and maintaining the entity's riskmanagement framework and associated internal compliance and control procedures.
No. ASX Recommendation Comply Explanation
committee; 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 a riskcommittee or committees thatsatisfy (a) above, disclose thatfact and the process it employsfor overseeing the entity's riskmanagement framework.
7.2 The Board or a committee of theBoard should:a)review the entity's riskmanagement framework at leastannually to satisfy itself that itcontinues to be sound and thatthe entity is operating with dueregard to the risk appetite set bythe Board; andb)disclose in relation to eachreporting period, whether such areview has taken place. Yes a)The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in itsabsence, the Board) should, at least annually, satisfy itself that the Company's risk managementframework continues to be sound and that the Company is operating with due regard to the riskappetite set by the Board.b)The Company will disclose, in relation to each reporting period, whether such a review hastaken 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 and theprocesses it employs forevaluating and continuallyimproving the effectiveness ofits governance, risk managementand internal control processes. Yes a)The Audit and Risk Committee Charter provides for the Audit and Risk Committee tomonitor and periodically review the need for an internal audit function, as well as assessingthe 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 processemployed pursuant to the Audit and Risk Committee Charter and Risk Management Policyare sufficient for evaluating and continually improving the effectiveness ofits riskmanagement and internal control processes given the size and complexity of the currentbusiness.
7.4 A listed entity should disclosewhether it has any materialexposure to environmental or socialrisks and, if it does, how it managesor 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 orapparent exposure to environmental or social risks and, if it does, put in place managementsystems, practices and procedures to manage those risks.Wherethe Company does not have material exposure to environmental or social risks, reportthe basis for that determination to the Board, and where appropriate benchmark the Company'senvironmental 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 The Board of a listed entity should:a)have a remuneration committeewhich:(i)has at least threemembers, a majority ofwhom are independentDirectors; and(ii)is chaired by anindependent Director,and disclose:(iii)the charter of the committee;(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; or Yes (a)The Company's Corporate Governance Plan contains a Remuneration Committee Charter thatprovides for the creation of a Remuneration Committee (if it is considered it will benefit theCompany), 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 Companywill not currently benefit from its establishment. In accordance with the Company's BoardCharter, following the Company's admission to the ASXthe Board intends to carry out theduties that would ordinarily be carried out by the Remuneration Committee under theRemuneration Committee Charter including the following processes to set the level andcomposition of remuneration for Directors and senior executives and ensuring that suchremuneration is appropriate and not excessive:(i)the Board will devote time annually at a Board meeting to assess the level andcomposition of remuneration for Directors and senior executives.
b)if it does not have aremuneration committee,disclose that fact and theprocesses it employs for settingthe level and composition of
No. ASX Recommendation Comply Explanation
remuneration for Directors andsenior executives and ensuringthat such remuneration isappropriate and not excessive.
8.2 A listed entity should separatelydisclose its policies and practicesregarding the remuneration of nonexecutive Directors and theremuneration of executive Directorsand other senior executives. Yes Pursuant to the Company's Remuneration Committee Charter, the Companyis required todisclose its policies and practices regarding the remuneration of Directors and senior executivesin the remuneration report contained in the Company's Annual Report.
8.3 A listed entity which has an equitybased remuneration schemeshould:a)have a policy on whetherparticipants are permitted toenter intotransactions (whetherthrough the use of derivatives orotherwise) which limit theeconomic risk of participating inthe scheme; andb)disclose that policy or asummary of it. Yes a)The Company has an equity-based remuneration schemeas approved by shareholders at the2021 AGMheld on 16 December 2021.b)Pursuant to the Company's Remuneration Committee Charter, the RemunerationCommittee (or, in its absence, the Board) has a duty to review, manage and disclose thepolicy (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 ofderivatives or otherwise) which limit the economic risk of participating in the Plan.