RTG Mining Inc. — Governance Information 2020

Mar 29, 2020

Appendix 4G

lodgement:

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
RTG Mining Inc.
ABN / ARBN:	Financial year ended:
164 362 850	31 December 2019
Our corporate governance statement2 for the above period above	can be found at:3
☐These pages of our annual report:
☒This URL on our website:	https://www.rtgmining.com
The Corporate Governance Statement is accurate and up to date as athe board.	31 December 2019and has been approved by
The annexure includes a key to where our corporate governance disclosures can be located.
Date:	27 March 2020
Nameof Director or Secretary authorising	Justine Magee

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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 rule 4.10.3.

2 "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.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

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

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at… and information about the respective roles and responsibilities ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☒athttps://www.rtgmining,cim	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we arean externally managed entity and this recommendationis therefore not applicable
1.2	Alisted entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whetheror not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanation why that is soin our Corporate GovernanceStatementOR☐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.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our CorporateGovernanceStatementOR☐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 with theproper functioning of the board.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐weare an externally managed entity andthis recommendationis therefore not applicable

4 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.

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe board or arelevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):☒in our Corporate Governance StatementOR☐at… and a copy of our diversity policy or a summary of it:☒athttps://www.rtgmining.com… and the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☐in our Corporate Governance Statement OR☐at… and the information referred to in paragraphs (c)(1) or(2):☐in our Corporate Governance StatementOR☐at	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐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 theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at	☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at…and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 2 -	STRUCTURE THE BOARD TO ADD VALUE
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; 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):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):☒in our Corporate Governance Statement OR☐at… and a copy of the charter of the committee:☒athttps://www.rtgmining.com… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement OR☐at[If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:☐in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	… our boardskills matrix:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependentdirectors:☒in our Corporate Governance StatementOR☐at… and, where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at… and the length of service of each director:☒in our Corporate Governance Statement OR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of alisted entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.	… the fact thatwe follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –	ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	… our codeof conduct or a summary of it:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
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 not thechair 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 anaudit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☒in our Corporate Governance StatementOR☐at… and a copy of the charter of the committee:☒athttps://www.rtgmining.com… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance StatementOR☐at[If the entity complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processeswe employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the auditengagementpartner:☐in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement
The board of a listed entity should, before it approves the entity's4.2financial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view ofthe financial position andperformance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.		… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is so in our Corporate GovernanceORStatement☐we are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:☒ORin our Corporate Governance Statement☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement
PRINCIPLE 6 –	RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	… information about us and our governance on our website:☒athttps://www.rtgmining.com	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is so in our Corporate GovernanceORStatement☐we are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 7 –	RECOGNISE AND MANAGE RISK
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 reportingperiod, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee riskthat complywith paragraphs (1) and (2):☒in our Corporate Governance StatementOR☐at… and a copy of the charter of the committee:☒athttps://www.rtgmining.com… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance StatementOR☐at[If the entity complies withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:	☐anexplanationwhy that is soin our Corporate GovernanceStatement
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	☐in our Corporate Governance StatementOR☐at… the fact that board or a committee of the board reviewsthe entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☒in our Corporate Governance StatementOR☐at… and that such a review has taken place in the reporting period	☐an explanationwhy that is soin our Corporate GovernanceStatement
		covered by this Appendix4G:☒in our Corporate Governance Statement OR☐at

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 risk management andinternal control processes.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement
7.4A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks.		… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:☒in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLY
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):☒ORin our Corporate Governance Statement☐at… and a copy of the charter of the committee:☒athttps://www.rtgmining.com…and the information referred to in paragraphs (4) and (5):☒ORin our Corporate Governance Statement☐at[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive:☐in our Corporate Governance StatementOR☐at	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore 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.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☒in our Corporate Governance StatementOR☐at	☐an explanation why that is so in our Corporate GovernanceStatementOR☐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.	… our policy on thisissue or a summary of it:☒in our Corporate Governance Statement OR☐at	☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we donot have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis thereforenot applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managed listedentities: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;(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	… the information referred to in paragraphs (a)and(b):☐in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement
-	Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listedentities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	… the terms governingour remuneration as manager of the entity:☐in our Corporate Governance Statement OR☐at[insert location]	☐an explanation whythat is soin our Corporate GovernanceStatement

2019 Corporate Governance Statement

Revised ASX Corporate Governance Principles and Recommendations

A third edition of the ASX Recommendations was released on 27 March 2014. The revised ASX Recommendations took effect from 1 July 2014. A fourth edition of the ASX Recommendations came into effect on 1 January 2020, so entities with a 31 December balance date use these revised recommendations starting with the financial year ended 31 December 2020.

Principle 1: Lay solid foundations for management and oversight
Principle		Complied	Comment
1.1	A listed entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the boardand those delegated to management.	Yes	The Board has adopted a formal Board Charter, which sets out matters delegated to the Board,and those delegated to management.The Board's functions include: setting and monitoring the Company's strategic direction inconjunction with management, reviewof performance against targets and objectives, andappropriate monitoring of compliance activities, and also reporting to shareholders on the directorand performance of the Company.The CEO, supported by members of senior management, is responsible for the day-to-daymanagement of the Company's affairs and the implementation of strategy and policy initiatives.The Board Charter is available on RTG Mining Inc.'s website at www.rtgmining.com
1.2	A listed entity should:(a)undertake appropriate checks before appointinga person, or putting forward to security holdersa candidate for election, as a director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.	Yes	The Company complies with this recommendation as per the Remuneration and NominationCommittee Charter –section 2 (available on the Company's website) which provides that theCommittee will:•undertake appropriate checks (including bankruptcy, character, criminal record andeducation history) before appointing or putting forward a candidate for director; and•ensure that security holders will be provided with all material information on prospectiveboard appointees.Director's biographical details, including relevant qualifications, experience and the skills they bringto the Board are detailed on the Company's website and within the Company's 2019AnnualFinancial Report (Directors'Report). Details of any other listed company directorships currentlyheld are also provided within the 2019Annual Financial Report (Directors'Report).All material information relevant to whether or not to elect or re-elect a Director is provided to theCompany's shareholders as part of the information Circular for each annual general meeting of theCompany.
1.3	A listed entity should have a written agreement witheach director and senior executive setting out theterms of their appointment.	Yes	Written agreements are in place with each Director and Key Management Personnel ("KMP")setting out the terms of their appointment. Key terms of agreements with KMP are included in the2019Annual Financial Report (Directors'Report).Each KMP enters into a service contract which sets out the material terms of employment,including a description of position and duties, reporting lines, remuneration arrangement andtermination rights and entitlements.In accordance with the TSX Listing requirements, eachDirector retires at each annual general meeting of the Company and is then eligible for re-election.

1.4	The Company Secretary of a listed entity should beaccountable directly to the board, through the chair,on all matters to do with the proper functioning of theboard.		The appointment of the Company Secretary is approved by resolution of the Board. The CompanySecretary is accountable directly to the Board through the Chairman, on all matters to do with theproper functioning of the Board and a reporting function to the CEOin relation to managementmatters.
			The Company Secretary has a direct line of communication with the Chairman and all Directors, andis responsible for supporting the proper functioning of the Board, which includes, but is not limitedto, providing advice on governance and procedural issues, and the preparation of Board papers andminutes.
1.5	A listed entity should:	Yes	The Board has a diversity policy in place, which outlines the Company's commitment to ensuring a
	(a)have a diversity policy which includesrequirements for the board or a relevantcommittee of the board to set measurableobjectives for achieving gender diversity and toassess annually both the objectives and theentity's progress in achieving them;		diverse mix of skills and talent amongst its Directors, officers and employees to enhance Companyperformance.
	(b)disclose that policy or a summary of it; and	Yes	A copy of the Company's Diversity Policy is disclosed on the Company's websitewww.rtgmining.com
	(c)disclose as at the end of each reporting periodthe measurable objectives for achieving genderdiversity set by the board or a relevantcommittee of the board in accordance with theentity's diversitypolicy and its progress towardsachieving them, and either:	No	At this stage of development, measurable objectives in relation to the Diversity Policy have not yetbeen established by the Board, however, the Company makes its appointment decisions based onmerit, by assessing whether a person's skills and experience are appropriate for particular roles. Itdoes not discriminate based on gender, age, ethnicity or cultural background.
			The Group workforce gender profile as at 31 December is set out in the following table:
	(1)the respective proportions of men andwomen on the board, in senior		Male Female Total Male (%) Female (%) Total (%)
	executive positions and across the		Board4158020100
	whole organisation (including how theentity has defined "senior executive for		Senior management positions*2-2100-100
	these purposes); or		Other positions-33-100100
	(2)if the entity is a "relevant employer"		Total64106040100
	under the Workplace Gender Equality		*Senior management positions include the Interim Chief Financial Officer and Chief Operations
	Act, the entity's most recent "Gender		Officer.

Equality Indicators", as defined in and

published under that Act.

Throughout the year there was 1 women that held a position on the Board:

• Justine Magee – President, CEO and executive director.

			The Company has in place a Diversity Policy appropriate for the Company's size and stage ofdevelopment. As the Company's operations develop, it will consider the adoption and the settingof measurable objectives for achieving gender diversity. To date theCompany has focused on thefollowing:a)promoting flexible work arrangements;b)eliminating all forms of unlawful discrimination and inappropriate workplace behavioursuch as bullying, harassment and victimisation;c)recruiting and retaining a workforce from a broad pool of candidates with diversifiedbackgrounds and experiences; andd)rewarding and maintaining high performing employees and encouraging the developmentof skills and experience.RTG is not a relevant employer under the Workplace Gender Equality Act 2012 (Cth) as it is not ahigher education provider or an employer of 100 or more employees in Australia.
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose, in relation to each reporting period,whether a performance evaluation wasundertaken in the reporting period inaccordance with that process.	Yes	The Board, with the assistance of the Remuneration and Nomination Committee, monitors itsperformance and the performance of Directors and Board Committees throughout the year. Thismay occur through an internal review led by the Chairman or be performed with the assistance ofexternal advisors as considered appropriate.The process for evaluation has remained in-house and informal during the year, with twoformalreviewsof the Board, its Committees and individual directors being undertaken by theRemuneration and Nomination Committee.The Remuneration and Nomination Committee Charter provides that disclosure is made at the endof each reporting period whether a performance evaluation was undertaken in that period inaccordance with that process.We refer readers to the 2019Annual Financial Report (Directors'Report).
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose, in relation to each reporting period,whether a performance evaluation wasundertaken in the reporting period inaccordance with that process.	Yes	During the reporting period performance reviews of KMP were carried out on an informal basis.We refer readers to the 2019Annual Financial Report (Directors'Report).

	Principle 2: Structure the board to add value
	ASX recommendations	Check					Evidence of compliance/comments/suggested amendments
2.1	The board of a listed entity should:(a)have a nominationcommittee which:(1)has at least three members, a majority ofwhom are independent 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings	Yes	Nomination Committee comprising Mr Robertconsidered independent Non-Executive Directors.(www.rtgmining.com).The members of the Committee and their attendance are disclosed in the 2019(Directors'Report).				The Company complied with this recommendation during the reporting period with the Remuneration andScott, Mr David Cruse and Mr Phillip Lockyer, whom areThe Remuneration and Nomination Committee Charter is disclosed on RTG's websiteAnnual Financial Report
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity thatthe board currently has or is looking to achieve in itsmembership.	Yes	Director/SkillsMichael CarrickJustine MageeRobert ScottDavid CrusePhilip Lockyer	CapitalMarkets	ResourcesIndustry	Mining/Geology	Finance/AccountingThe Board seeks a mix of skills suitable for a junior resources company. A summary of key board skills isset out above. The current mix of skills that are available to the Board is diverse, and the Board has been	ListedCompany

selected to ensure that such a range of skills exists for the benefit of the Company. These skills are set out in the 2019 Annual Financial Report (Directors' Report**)** and on the Company website (www.rtgmining.com).

2.3	A listed entity should disclose:	Yes	The position of each director and as to whether or not they are considered to be independent is set outbelow:
	(a)the names of the directors considered by the boardto be independent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box 2.3 but theboard is of the opinion that it does not compromisethe independence of the director, the nature of theinterest, position, association or relationship inquestion and an explanation of why the board is ofthat opinion; and(c)the length of service of each director.		NameMichael J CarrickJustine A MageeRobert N ScottPhil C LockyerDavid A Cruseindependent, and their length of service.	PositionChairmanPresident & CEONon-Executive Lead-DirectorNon-Executive DirectorNon-Executive DirectorThe Independence of directors is set out in the 2019the RTG website. This also discloses the names of directors that are considered by the board to be	IndependenceNot independentNot independentIndependentIndependentIndependentAnnualFinancialReport (Directors'	Appointment date28/3/201328/3/201328/3/201328/3/201328/3/2013Report)and on
2.4	A majority of the board of a listed entity should beindependent directors.	Yes	independent.We refer readers to Section 3(www.rtgmining.com).	The Board currently comprises a majority of independent directors with three of five consideredAll Directors having a conflict of interest in relation to a particular item of business must absent themselvesfrom the Board meeting before commencement of discussion on the topic.of the Board Charter found on the Company's website
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity.	No	integrity toDirector on 30 October 2015.We refer readers to Section 3(www.rtgmining.com).	Whilst the Company recognises the benefit of having an independent director as Chairman, the Boardconsiders that Mr Carrick retains independent judgment such that it does not interfere with the dischargeof his duties to the Company. The Board has had due regard to the current size and structure of theCompany, composition of the current Board (with a majority of directors being independent) and MrCarrick's extensive experience in managing companies in the resources industry. The Board considersthat Mr Carrick is the most suitable person to act as chair and believes that it can maintain a high level ofdischarge its duties and responsibilities as a Board. Under the Canadian CorporateGovernance Policies, the Chair of the Board should be independent; and where this is not appropriate, anindependent director should be appointed as "Lead Director". Mr Robert Scott was appointed as LeadThe role of Chairman and CEO are not exercised by the same individual. Mr Carrick currently holds theposition of Chairman of the Board and Ms Magee holds the office of CEO.of the Board Charter found on the Company's website

2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. Yes The Company has procedures in place to provide new Directors with any information they may request and provide direct access to the Company Secretary and KMP available to any new appointee. The Remuneration and Nomination Committee reviews the skills and experience of prospective Directors in order to ensure appropriate development opportunities. Existing directors are encouraged to participate in appropriate professional development to develop and maintain the skills and knowledge needed to perform their role as Director.

Each new Director is inducted into the Company's policies and processes on appointment.

The Remuneration and Nomination Committee Charter can be found on the Company's website (www.rtgmining.com).

Principle 3: Act ethically and responsibly

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3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and	Yes	The Board has adopted a Code of Conduct, available on the Company's website (www.rtgmining.com),which sets out standards for appropriate ethical and professional behaviour that all Directors,management and employees are encouraged to comply with when dealing with each other, shareholders,customers and the broader community.

(b) disclose that code or a summary of it.

	Principle 4: Safeguard integrity in corporate reporting
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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 whomare non-executive directors and a majorityof whom are independent directors; and(2)is chaired by an independent director, whois not the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experienceof the members of the committee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or	Yes	The Risk and Audit Committee currently comprises:•Robert Scott (Non-Executive Lead Director, Chair of the Risk and Audit Committee);•Phil Lockyer (Non-Executive Director); and•David Cruse (Non-Executive Director).All members are independent within the meaning of Canadian Securities National Instrument 52-110 andCGC Principles and Recommendations. Each of the members is financially literate under Section 1.5 ofCanadian Securities NationalInstrument 52-110. Details of each members'experience and education isavailable on RTG's website and within the Company's 2019Annual Financial Report.A copy of the Company's Risk and Audit Committee Charter can be found on the Company's website(www.rtgmining.com), and experience of the Committee together with details of their attendance atmeetings held during the reporting period, are included within the Directors'Report contained within the2019Annual Financial Report.The Committee met twotimes during the reporting period, with those members appointed at the timeattending each of the meetings.Section 3 Risk and Audit Committee Charter determines the composition of the committee.
	(b)if it does not have an audit committee, disclose thatfact and the processes it employs thatindependently verify and safeguard the integrity ofcorporate reporting, including the processes forappointment and removal of external auditor androtation of audit engagement partner.

• 4.2 The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Yes As a foreign registered company, RTG is not required to comply with section 295A of the Corporations Act with respect to declarations in relation to financial statements by the chief executive officer and chief financial officer. However similar certificates are issued under Form 502-109F1 on the TSX for the CEO and Interim CFO declaring that accounts have been reviewed, are fairly represented and are without misrepresentation onto the Canadian compliance network SEDAR and can also be viewed on the Company's website (www.rtgmining.com).
• 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Yes The Company's external auditor is invited to, and attends, the Annual General Meeting. The auditors' presence is made known to the meeting and shareholders are proved with an opportunity to ask questions.

Principle 5 : Make timely and balanced disclosure

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5.1	A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations under the ListingRules; and(b)disclose that policy or a summary of it.	Yes	The Board has adopted a Policy on Continuous Disclosure which is available on the Company's website(www.rtgmining.com). The policy raises awareness of the Company's obligations under the continuousdisclosure regime; establishes a process to ensure that information about the Company, which may bemarket sensitive and which may require disclosure, is brought to the attention of the person primarilyresponsible for ensuring that the Company complies with its continuous disclosure obligations in timelymanner.

	Principle 6: Respect the rights of security holders
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6.1	A listed entity should provide information about itselfand its governance to investors via its website.	Yes	The Company keeps investors informed of its corporate governance, financial performance and prospectsvia its website (www.rtgmining.com).
			Investors can access copies of all announcements to the ASX/TSX, notices of meetings, annual reportsand financial statements, investor presentations via the "Investor" tab, and can access general informationregarding the Company and structure of the business under the "About Us" and "Projects" tabs.
			Investors can access information about the Company's corporate governance practices via the"Governance" page of the website.
6.2	A listed entity should design and implement an investorrelations program to facilitate effective two-waycommunication with investors.	Yes	The Company conducts regular investor briefings, roadshows, site visits and attends regional and industryspecific conferences in order to facilitate effective two way communication with investors and otherfinancial market participants. Access to Directors and KMP is provided at these events, with separateone-on-one or group meetings offered wherever possible.
			The presentation material provided at these events is posted on the Company's website(www.rtgmining.com), which also provides the opportunity for interested parties to join the mailing list toreceive regular updates from the Company.
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourage	Yes	RTG does not have a shareholder communication policy.
	participation at meetings of security holders.		The Company facilitates communications with shareholders at meetings by:•Ensuring the attendance of a representative of the Company's auditors at the Company's AGMto respond directly to questions on audit related matters; and•Directing shareholders to raise any questions with the Company through the Company's websiteor through direct communication with Company personnel at Company meetings.
6.4	A listed entity should give security holders the option toreceive communications from, and sendcommunications to, the entity and its security registryelectronically.	Yes	The Company welcomes electronic communication from its shareholders via its email address(reception@rtgmining.com). In addition, details of ASX announcements and Company reports aredistributed to interested parties via email as well as being uploaded to the website (www.rtgmining.com).
			The Company's share registry also engages with shareholderselectronically. Shareholders can registerwith Computershare to access their personal information and shareholdings via the internet.

	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 of which:(1)has at least three members, a majority ofwhom are independent directors; and(2)is chaired by an independent director,	Yes	The Company currently has a Risk and Audit Committee. Its current members are Mr Robert Scott (Chairofthe Risk and Audit Committee), Mr Philip Lockyer and Mr David Cruse, all of whom are consideredindependent.TheDirectors have significant experience in, and understanding of, the industry in which the Companyoperates and the risks associated with public companies in the mining industry, to perform the functionsassociated with risk under the various Charters.A copy of the Risk andAudit Committee Charter can be found on the Company's website
	and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or		(www.rtgmining.com).Details of meetings for the year are set out in the 2019Annual Financial Report (Directors'Report)As part of its primary duties and responsibilities, the Risk and Audit Committee identifies and monitors themanagement of the principal risks that could impact the financial reporting of the Company.The Risk and Audit Committee discusses significant financial risk exposures and the steps managementhas taken to monitor, control, and report such exposures. The review includes a consideration of anysignificant findings prepared by the external auditor together with management's responses.
	(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's riskmanagement framework.

7.2	The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besound; and(b)disclose, in relation to each reporting period,whether such a review has taken place.	Yes	Risk management is also carried out by management and the Board under policies approved by the Board.The Board also provides regular guidance for overall risk management, including guidance on specificareas, such as mitigating foreign exchange, interest rate and credit risk.Management is required to periodically report to the Board as to adherence to policies, guidelines and limitsapproved by the Board for management of risks.The Board undertakes an annual review of the Company's risk management policies and procedures toensure that it complies with its legal obligations and can effectively manage its material business risks.
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured and what role it performs; or(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsrisk management and internal control processes.	Yes	The Company does not maintain an internal audit function. However the Board and Risk and AuditCommittee maintain oversight of organisational risks including financial risks. The Risk and AuditCommittee is charged with reviewing and improving the Company's risk management framework andinternal control processes.
7.4	A listed entity should disclose whether it has anymaterial exposure to economic, environmental andsocial sustainability risks and, if it does, how itmanages or intends to manage those risks.	Yes	RTG outlines the risks it is exposed to in the Code of Conduct.

	Principle 8: Remunerate fairly and responsibly
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
8.1	The board of a listed entity should:	Yes	The Company does have a Remuneration and Nomination Committee, made up of the following:
	(a)have a remuneration committee which:		•Robert Scott (Non-Executive Lead Director, Chair of the Remuneration and Nomination Committee)
	(1)has at least three members, a majority ofwhom are independent directors; and		•Phillip Lockyer(Non-Executive Director)•David Cruse (Non-Executive Director)
	(2)is chaired by an independent director,		A copy of the Company's Remuneration and Nomination Committee Charter can befound on theCompany's website(www.rtgmining.com).
	and disclose:
	(3)the charter of the committee;		The 2019Annual Financial Report (Directors'Report) contains details of the number of times directorsmet during the reporting period and the attendance at those meeting by each of the members.
	(4)the members of the committee; and
	(5)as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings

8.2	A listed entityshould separately disclose itspoliciesand practices regarding the remunerationof nonexecutive directors and the remuneration ofexecutivedirectors and other senior executives.	Yes	The structure ofNon-ExecutiveDirector remuneration is clearly distinguishable from that of ExecutiveDirectors and other KMP. Non-Executive Directors are remunerated on a fixed fee basis for time andresponsibility as part of an aggregate pool of remuneration approved by shareholders. No incentives arein place for non-executive Directors.KMP (including Executive Directors) are remunerated on an annual basis on a combination of total fixedremuneration (i.e.cash base salary, superannuation and the value of any fringe benefits provided) andvariable "at risk" components;i.e.short term incentive ("STI") and long term incentive ("LTI").The STI variable component is designed to encourage and reward superior performance in a mannerwhichaligns the element of remuneration with the creation of shareholder wealth. The LTI variablecomponent is designed to incentivise and motivate key management personnel (KMP) to pursue the longterm growth and success of the Company.Grant of the STI is based on achievement of Company key performance measures and personalperformance measures as assessed on an annual basis. Awards of LTI's aredependent on the specificperformance hurdle being achieved during the vesting period.Further details regardingremuneration practices can be found in the 2019Annual Financial Report
8.3	A listed entity which has an equity basedremuneration scheme should:(a)have a policy on whether participants are permittedto enter into transactions (whether through the useof derivatives or otherwise) which limit theeconomic risk of participating in the scheme; and(b)disclose that policy or a summary of it.	Yes	(Directors'Report).RTG executives are remunerated under the Loan Funded Share Plan. Under the Company's InsiderTrading Policy,employees are prohibited from Short-Selling, the use of Puts and or Calls which wouldlimit the economic risk of participating in the Plan (Clause 5) on the Company's website.(www.rtgmining.com)