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 29 September 2023.
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 |
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| 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 decisiononwhether 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 |
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| 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. |
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| 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. |
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| 1.5 |
A listed entity should:a)have and disclose a diversitypolicy;b)through its board or acommittee of the board setmeasurable objectives forachieving gender diversity in thecomposition of its board, seniorexecutives and workforcegenerally; and |
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)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. |
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c)disclose in relation to eachreporting period:(i)the measurableobjectives set for thatperiod to achievegender diversity;(ii)the entity's progress |
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(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 Directorsand senior executives have sufficient skill and experience to carry out theCompany's plans;(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, |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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towards achieving thoseobjectives; and(iii)either: |
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requiring specified objectives to be met will unduly limit the Company fromapplying the Diversity Policy as a whole and the Company's policy of appointingthe best person for the job; and |
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(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 |
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(iii) |
the respective proportions of men and women on the Board, in senior executivepositions and across the whole organisation (including how the entity has defined"senior executive" for these purposes) foreach financial year will be disclosed inthe Company's annual Corporate Governance Statement. |
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(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. |
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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. |
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| 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 2023 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 undertaken performance evaluations in respect of the senior executives in the currentfinancial year, the senior executives were appointed mid financial year and the performancereviews have been scheduled for December 2023. |
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2. Structure the Board to be effective and add value |
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| 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 those |
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 ASXListing Rules. |
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meetings; orb)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, |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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knowledge, experience,independence and diversity toenable it to discharge its dutiesand responsibilities effectively. |
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| 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. |
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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. |
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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. |
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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. |
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| 2.3 |
A listed entity should disclose:a)the names of the Directorsconsidered by the Board to beindependent Directors; |
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 Maurice Feilichand Mr PaulHisseyto be independent Directors.b)N/A |
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b)if a Director has an interest,position or relationship of thetype described in Box 2.3 of the |
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c)The Company's Annual Report will disclose the length of service of each Director, as at theend of each financial year. |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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ASX Corporate GovernancePrinciples andRecommendations (4th Edition),but theBoard 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 |
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| 2.4 |
A majority of the Board of a listedentity should be independentDirectors. |
Yes |
The Company's Board Charter requires that, where practical, at least 50% of the Board should beindependent.The Board comprises a total of 3 directors, two of whom, Mr Maurice Feilichand 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. |
Yes |
Mr Maurice Feilich, the Company's Chairman, is an independent director for the purposes of thisrecommendation. |
| 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 |
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| 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. |
| 3.2 |
A listed entity should:a)have and disclosea 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. |
| No. |
ASX Recommendation |
Comply |
Explanation |
| 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 Whistleblower Protection 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 AntiBribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board. |
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4. Safeguard the integrity of corporate reports |
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| 4.1 |
The Board of a listed entity should:a)have an audit committee which:(i)has at least threemembers, all of whomare non-executiveDirectors and a majorityof whom areindependent Directors;and |
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 the |
| No. |
ASX Recommendation |
Comply |
Explanation |
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(ii)is chaired by anindependent Director,who is not the Chair of |
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Company'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: |
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the Board,and disclose: |
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(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 |
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(iii)the charter of thecommittee; |
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(ii)all members of the Board will be involved in the Company's audit function to |
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(iv)the relevantqualifications andexperience of themembers ofthecommittee; and |
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ensure the proper maintenance of the entity and the integrity of all financialreporting. |
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(v)in relation to eachreporting period, thenumber of times thecommittee metthroughout the periodand the individualattendances of themembers at thosemeetings; or |
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b)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 engagement |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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partner. |
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| 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 financial periodit receives declarations that the financial records of the entity have been properly maintainedand that the financial statement comply with the appropriate accounting standards and give atrue and fair view of the financial position and performance of the entity and that the opinionhas been formed on the basis of a sound system of risk management and internal control whichis operatingeffectively. |
| 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). |
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5. Make timely and balanced disclosure |
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| No. |
ASX Recommendation |
Comply |
Explanation |
| 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 DisclosurePolicy (which forms part of the CorporateGovernance Plan), all members of the Board will receive material market announcementspromptly after they have been made. |
| 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. |
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6. Respect the rights of security holders |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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| 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. |
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| 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.Shareholders are encouraged to participate at all general meetings and AGMs of the Company. |
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| 6.3 |
A listed entity should disclose howit facilitates and encouragesparticipation at meetings of securityholders. |
Yes |
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. |
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| 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 a showof hands. |
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| 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. |
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| No. |
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ASX Recommendation |
Comply |
Explanation |
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7. Recognise and manage risk |
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| 7.1 |
a)of which:(i)(ii)and disclose:(iii)(iv)(v) |
The Board of a listed entity should:have a committee orcommittees to oversee risk, eachhasat least threemembers, a majority ofwhom are independentDirectors; 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 the period |
Yes |
a)The Company does not currently have an Audit and Risk Committee. The Company'sCorporate Governance Plan contains an Audit and Risk Committee Charter that provides forthe creation of an Audit and Risk Committee with at least three members, all of whom mustbe non-executive Directors, and the majority of the Committee must be independentDirectors. 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 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 Audit and Risk Committee under the Audit and Risk Committee Charterincluding the following processes to oversee the entity's risk management framework. TheBoard will regularly devote time at Board meetings to fulfilling the roles and responsibilitiesassociated with overseeing risk and maintaining the entity's risk management frameworkand associated internal compliance and control procedures. |
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and the individualattendances of themembers at thosemeetings; or |
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b) |
if it does not have a riskcommittee or committees thatsatisfy (a) above, disclose that |
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| No. |
ASX Recommendation |
Comply |
Explanation |
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fact and the process it employsfor overseeing the entity's riskmanagement framework. |
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| 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. |
| 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 to monitorand periodically review the need for an internal audit function, as well as assessing theperformance 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 Policy aresufficient for evaluating and continually improving the effectiveness of its risk managementand internal control processes given the size and complexity of the current business. |
| No. |
ASX Recommendation |
Comply |
Explanation |
| 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.Where the Company does not have material exposure to environmental or social risks, report thebasis 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. |
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8. Remunerate fairly and responsibly |
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| 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, |
Yes |
(a)The Company's Corporate Governance Plan contains a Remuneration Committee Charterthat provides for the creation of a Remuneration Committee (if it is considered it will benefitthe Company), with at least three members, a majority of whom are be independentDirectors, and which must be chaired by an independent Director.(b)The Company does not have a Remuneration Committee as the Board considers theCompany will not currently benefit from its establishment. In accordance with the Company'sBoard Charter, following the Company's admission to the ASXthe Board intends to carry outthe duties 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: |
| No. |
ASX Recommendation |
Comply |
Explanation |
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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 |
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(i)the Board will devote time annually at a Board meeting to assess the level andcomposition of remuneration for Directors and senior executives. |
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b)if it does not have aremuneration committee,disclose that fact and theprocesses it employs for settingthe level and composition ofremuneration for Directors andsenior executives and ensuringthat such remuneration isappropriate and not excessive. |
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| 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 todiscloseits policies and practices regarding the remuneration of Directors and senior executivesin theremuneration report contained in the Company's Annual Report. |
| No. |
ASX Recommendation |
Comply |
Explanation |
| 8.3 |
A listed entity which has an equitybased remuneration schemeshould:a)have a policy on whetherparticipants are permitted toenter into transactions (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 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 thediscretion of the Company) to enter into transactions (whether through the use of derivativesor otherwise) which limit the economic risk of participating in the Plan. |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
RESOURCE BASE LIMITED
ABN/ARBN Financial year ended:
113 385 425 30 JUNE 2023
Our corporate governance statement1 for the period above can be found at:2
☐ These pages of our annual report:
☒ This URL on our
website: Corporate Governance - Resource Base Limited
The Corporate Governance Statement is accurate and up to date as at 30 June 2023 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 29 September 2023 Name of authorised officer authorising lodgement: Daniel Smith
See notes 4 and 5 below for further instructions on how to complete this form.
1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT |
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| 1.1 |
A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. |
☒and we have disclosed a copy of our board charterat:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
| 1.2 |
A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.3 |
A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.4 |
The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. |
☒ |
☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
| 1.5 |
A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P / ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. |
☐and we have disclosed a copy of our diversity policy at:……………………………………………………………………………[insert location]and we have disclosed the information referred to in paragraph (c)at:……………………………………………………………………………[insert location]and if we were included in the S&P / ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period. |
☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.6 |
A listed entity should:(a)have and disclose a process for periodically evaluating theperformanceof the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. |
☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:Corporate Governance - Resource Base Limitedand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
| 1.7 |
A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. |
☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:Corporate Governance - Resource Base Limitedand whether a performance evaluation was undertaken for thereporting period in accordance with that process at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE |
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| 2.1 |
The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively. |
☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 |
A listed entityshould have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. |
☒and we have disclosed our boardskills matrix at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.3 |
A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. |
☒and wehave disclosed the names of the directors considered by theboard to be independentdirectors at:Corporate Governance - Resource Base Limitedand, where applicable, the information referred to in paragraph (b)at:Corporate Governance - Resource Base Limitedand the length of service of each director in:the 2023 Annual Report pages 4 and pages 9 - 11 |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
| 2.4 |
A majority of the board of a listed entity should be independentdirectors. |
☐ |
☒in our Corporate Governance Statement ORset out☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.5 |
The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity. |
☐ |
☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 |
A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
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PRINCIPLE 3 – INSTIL A CULTUREOF ACTING LAWFULLY, |
ETHICALLY AND RESPONSIBLY |
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| 3.1 |
A listed entity should articulate and disclose its values. |
☒and we have disclosed our values at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 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 boardor a committee of the boardisinformed ofany material breachesofthat code. |
☒and we have disclosed our codeof conduct at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 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 isinformed of any material incidents reported under thatpolicy. |
☒and we have disclosed our whistleblower policy at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 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 theboard isinformed of any material breaches of that policy. |
☒and we have disclosed our anti-bribery and corruption policy at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS |
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| 4.1 |
The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 4.2 |
The board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. |
☒ |
☐set outin our Corporate Governance Statement |
| 4.3 |
A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. |
☒ |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 5 – MAKETIMELY AND BALANCEDDISCLOSURE |
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| 5.1 |
A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. |
☒and we have disclosed our continuous disclosure compliance policyat:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 5.2 |
A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. |
☒ |
☐set outin our Corporate Governance Statement |
| 5.3 |
A listed entity that gives a newand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on theASX Market Announcements Platform aheadof the presentation. |
☒ |
☐set outin our Corporate Governance Statement |
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PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS |
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| 6.1 |
A listed entity should provide information about itself and itsgovernance to investors via its website. |
☒and we have disclosed information about us and our governance onour website at:www.resourcebase.com.au |
☐set outin our Corporate Governance Statement |
| 6.2 |
A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. |
☒ |
☐set outin our Corporate Governance Statement |
| 6.3 |
A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders. |
☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 6.4 |
A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands. |
☒ |
☐set outin our Corporate Governance Statement |
| 6.5 |
A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. |
☒ |
☐set outin our Corporate GovernanceStatement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 7 – RECOGNISE AND MANAGE RISK |
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| 7.1 |
The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendancesof the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 7.2 |
The board or a committee of the board should:(a)review the entity's risk management framework at leastannually tosatisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. |
☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
| 7.3 |
A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. |
☒[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement |
| 7.4 |
A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. |
☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:page 9 of the 2023 Annual Reportand, if we do, how we manage or intend to manage those risks at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate GovernanceStatement |
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Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY |
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| 8.1 |
The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 8.2 |
A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. |
☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:Corporate Governance - Resource Base Limited |
☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable |
| 8.3 |
A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. |
☒and we have disclosed our policy on thisissue or a summary of it at:Corporate Governance - Resource Base Limited |
☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation |
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Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
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| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES |
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| 9.1 |
A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents. |
☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location] |
☐setoutin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
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| 9.2 |
A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. |
☐ |
☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
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| 9.3 |
A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM, should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. |
☐ |
☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGM and this recommendation is therefore not applicable |
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| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES |
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| - |
Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. |
☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location] |
☐set outin our Corporate Governance Statement |
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| Corporate Governance Council recommendation |
Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 |
| -Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. |
☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location] |
☐set outin our Corporate Governance Statement |