RTG Mining Inc. — Regulatory Filings 2021

Mar 29, 2021

Appendix 4G

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 2020
Our corporate governance statement1 for the period above can be found at:2
☐	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 at 31 December 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:	29 March 2021
Name of authorised officer authorising lodgement:	Justine Magee

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

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at www.rtgmining.com	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is 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.

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons 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 board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity's progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or (B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: www.rtgmining.com and we have disclosed the information referred to in paragraph (c) in our Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in: our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in: our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 -	STRUCTURE THE BOARD TO BE EFFECTIVE AND 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 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed a copy of the charter of the committee at: www.rtgmining.com and the information referred to in paragraphs (4) and (5) in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in: our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) in: our Corporate Governance Statement and the length of service of each director in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☐	☒ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 –	INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values in our code of conduct at: www.rtgmining.com	☐ set out in 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 board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: www.rtgmining.com	☐ set out in 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 is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy in our code of conduct at: www.rtgmining.com	☐ set out in 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 the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy in our code of conduct at: www.rtgmining.com	☐ set out in our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 –	SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 non executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: www.rtgmining.com and the information referred to in paragraphs (4) and (5) in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
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.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: www.rtgmining.com	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: www.rtgmining.com	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

	Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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 of which: (1) has at least three members, a majority of whom 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework.	☒ and we have disclosed a copy of the charter of the committee at: www.rtgmining.com and the information referred to in paragraphs (4) and (5) in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity's risk management framework was undertaken during the reporting period in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

Corporate Governance Council recommendation		Where a box below is ticked,4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: www.rtgmining.com and the information referred to in paragraphs (4) and (5) in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in: our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in: our Corporate Governance Satement	☐ in our Corporate Governance Statement OR set out ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

2020 Corporate Governance Statement

Revised ASX Corporate Governance Principles and Recommendations

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 have and disclose a board charter setting out:	Yes	The Board has adopted a formal Board Charter, which sets out matters delegated to the Board, and those delegated to management.
	(a) the respective roles and responsibilities of its board and management; and		The Board's functions include: setting and monitoring the Company's strategic direction in conjunction with management, review of performance against targets and objectives, and
	(b) those matters expressly reserved to the board and those delegated to management.		appropriate monitoring of compliance activities, and also reporting to shareholders on the director and performance of the Company.
			The CEO, supported by members of senior management, is responsible for the day-to-day management 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:	Yes	The Company complies with this recommendation as per the Remuneration and Nomination Committee Charter – section 2 (available on the Company's website) which provides that the
	(a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward to for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.		Committee will: • undertake appropriate checks (including bankruptcy, character, criminal record and education history) before appointing or putting forward a candidate for director; and • ensure that security holders will be provided with all material information on prospective board appointees. Director's biographical details, including relevant qualifications, experience and the skills they bring to the Board are detailed on the Company's website and within the Company's 2020 Annual Financial Report (Directors' Report). Details of any other listed company directorships currently held are also provided within the 2020 Annual Financial Report (Directors' Report).
			All material information relevant to whether or not to elect or re-elect a Director is provided to the Company's shareholders as part of the information Circular for each annual general meeting of the Company.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms 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 the 2020 Annual 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 and termination rights and entitlements. In accordance with the TSX Listing requirements, each Director 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 be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The appointment of the Company Secretary is approved by resolution of the Board. The Company Secretary is accountable directly to the Board through the Chairman, on all matters to do with the proper functioning of the Board and a reporting function to the CEO matters.						in relation to management
			The Company Secretary has a direct line of communication with the Chairman and all Directors, and is responsible for supporting the proper functioning of the to, providing advice on governance and procedural issues, and the preparation of Board papers and minutes.						Board, which includes, but is not limited
1.5	A listed entity should:		The Board has a diversity policy in place, which outlines the Company's commitment to ensuring a
	(a) have and disclose a diversity policy:	Yes	diverse mix of skills and talent amongst its Directors, officers and employees to enhance Company performance. A copy of the Company's Diversity Policy is disclosed on the Company's website
	(b) through its board or a committee of the board	No	www.rtgmining.com
	set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and		At this stage of development, measurable objectives in relation to the Diversity Policy have not yet been established by the Board, however, the Company makes its appointment decisions based on merit, by assessing whether a person's skills and experience are appropriate for particular roles. It
	(c) disclose in relation to each reporting period:		does not discriminate based on gender, age, ethnicity or cultural background.
	1) the measurable objectives set for that	No	The Group workforce gender profile as at 31 December is set out in the following table:
	period to achieve gender diversity;							Male Female Total Male (%) Female (%) Total (%)
	2) the entity's progress towards achieving		Board	5	1	6	83	17	100
	those objectives; and		Senior management positions*	2	-	2	100	-	100
	3) either:		Other positions	-	3	3	-	100	100
	A. the respective proportions of men and		Total	7	4	11	64	36	100
	women on the board, in senior		* Senior management positions include the Interim Chief Financial Officer and Chief Operations
	executive positions and across the		Officer.
	whole workforce (including how the entity has defined "senior executive for		Throughout the year there was 1 woman that held a position on the Board:
	these purposes); or		• Justine Magee – President, CEO and executive director.
	B. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.		The Company has in place a Diversity Policy appropriate for the Company's size and stage of development. As the Company's operations develop, it will consider the adoption and the setting of measurable objectives for achieving gender diversity. To date the following:						Company has focused on the

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity

a) promoting flexible work arrangements;

	in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.		b) eliminating all forms of unlawful discrimination and inappropriate workplace behaviour such as bullying, harassment and victimisation; c) recruiting and retaining a workforce from a broad pool of candidates with diversified backgrounds and experiences; and d) rewarding and maintaining high performing employees and encouraging the development of skills and experience. RTG is not a relevant employer under the Workplace Gender Equality Act 2012 (Cth) as it is not a higher 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 periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	The Board, with the assistance of the Remuneration and Nomination Committee, monitors its performance and the performance of Directors and Board Committees throughout the year. This may occur through an internal review led by the Chairman or be performed with the assistance of external advisors as considered appropriate. The process for evaluation has remained in-house and informal during the year, with two formal reviews of the Board, its Committees and individual directors being undertaken by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee Charter provides that disclosure is made at the end of each reporting period whether a performance evaluation was undertaken in that period in
			accordance with that process. We refer readers to the 2020 Annual Financial Report (Directors' Report).
1.7	A listed entity should:	Yes	During the reporting period performance reviews of KMP were carried out on an informal basis.
	(a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and		We refer readers to the 2020 Annual Financial Report (Directors' Report).
	(b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

	Principle 2: Structure the board to be effective and add value
	ASX recommendations	Check					Evidence of compliance/comments/suggested amendments
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 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, the number of times the committee met throughout the period and the individual	Yes	Nomination Committee comprising Mr Robert (www.rtgmining.com). (Directors' Report).		considered independent Non-Executive Directors. The members of the Committee and their attendance are disclosed in the 2020		The Company complied with this recommendation during the reporting period with the Remuneration and Scott, Mr David Cruse and Mr Phillip Lockyer, whom are The Remuneration and Nomination Committee Charter is disclosed on RTG's website Annual Financial Report
2.2	attendances of the members at those meetings A listed entity should have and disclose a board skills	Yes	Director/Skills	Capital	Resources	Mining /	Finance / Accounting	Listed
	matrix setting out the mix of skills and diversity that			Markets	Industry	Geology		Company
	the board currently has or is looking to achieve in its		Michael Carrick					
	membership.		Justine Magee					
			Robert Scott					
			Sean Fieler	 	 		 	 
			David Cruse Philip Lockyer					
							The Board seeks a mix of skills suitable for a junior resources company. A summary of key board skills is set out above. The current mix of skills that are available to the Board is diverse, and the Board has been selected to ensure that such a range of skills exists for the benefit of the Company. These skills are set out

(www.rtgmining.com).

in the 2020 Annual Financial Report (Directors' Report) and on the Company website

Page 5

2.3	A listed entity should disclose: (a) the names of the directors considered by the board	Yes	The position of each director and as to whether or not they are considered to be independent is set out below:
	to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.		Name Michael J Carrick Justine A Magee Robert N Scott Sean Fieler Phil C Lockyer David A Cruse independent, and their length of service.	Position Chairman President & CEO Non-Executive Lead-Director Non-Executive Director Non-Executive Director Non-Executive Director The Independence of directors is set out in the 2020 Annual the RTG website. This also discloses the names of directors that are considered by the board to be	Independence Not independent Not independent Independent Independent Independent Independent Financial Report (Directors'	Appointment date 28/3/2013 28/3/2013 28/3/2013 12/10/2020 28/3/2013 28/3/2013 Report) and on
2.4	A majority of the board of a listed entity should be independent directors.	Yes	independent. We refer readers to Section 3 (www.rtgmining.com).	The Board currently comprises a majority of independent directors with four All Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic. of the Board Charter found on the Company's website	of six	considered
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	No	Director 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 Board considers that Mr Carrick retains independent judgment such that it does not interfere with the discharge of his duties to the Company. The Board has had due regard to the current size and structure of the Company, composition of the current Board (with a majority of directors being independent) and Mr Carrick's extensive experience in managing companies in the resources industry. The Board considers that Mr Carrick is the most suitable person to act as chair and believes that it can maintain a high level of integrity to discharge its duties and responsibilities as a Board. Under the Canadian Corporate Governance Policies, the Chair of the Board should be independent; and where this is not appropriate, an independent director should be appointed as "Lead Director". Mr Robert Scott was appointed as Lead The role of Chairman and CEO are not exercised by the same individual. Mr Carrick currently holds the position of Chairman of the Board and Ms Magee holds the office of CEO. of the Board Charter found on the Company's website

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

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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: Instil a culture of acting lawfully, ethically and responsibly

board is informed of any material incidents

reported under that policy.

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
3.1	A listed entity should articulate and disclose its values.	Yes	The Company sets out its values in the Code of Conduct, available on the Company's website (www.rtgmining.com).
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Yes	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.
3.3	A listed entity should: (a) have and disclose a whistleblowing policy; and (b) ensure that the board or a committee of the	Yes	The Company sets out its whistleblowing policy in the Code of Conduct, available on the Company's website (www.rtgmining.com).

3.4 A listed entity should:

• Yes The Company sets out its anti-bribery and corruption policy in the Code of Conduct, available on the Company's website (www.rtgmining.com).
• (a) have and disclose an anti-bribery and corruption policy; and
• (b) ensure that the board or committee of the board is informed of any material breaches of that policy.

	Principle 4: Safeguard the integrity of corporate reports
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
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 non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; 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 and CGC Principles and Recommendations. Each of the members is financially literate under Section 1.5 of Canadian Securities National Instrument 52-110. Details of each members' experience and education is available on RTG's website and within the Company's 2020 Annual 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 at meetings held during the reporting period, are included within the Directors' Report contained within the 2020 Annual Financial Report. The Committee met four times during the reporting period, with those members appointed at the time attending 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 that fact and the processes it employs that independently verify and safeguard the integrity of corporate reporting, including the processes for appointment and removal of external auditor and rotation 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 when required under Form 52-109F1 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 should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Yes The Company's Continuous Disclosure policy, available on the Company's website (www.rtgmining.com) explains the process carried out before information is released to the market.

Principle 5 : Make timely and balanced disclosure

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	Yes	The 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 continuous disclosure regime; establishes a process to ensure that information about the Company, which may be market sensitive and which may require disclosure, is brought to the attention of the person primarily responsible for ensuring that the Company complies with its continuous disclosure obligations in timely manner.
5.2	A listed entity should ensure that its board receives copies of all material announcements promptly after they have been made.	Yes	In accordance with the Company's Continuous Disclosure Policy, available on the Company's website (www.rtgmining.com), the board receives copies of material announcements promptly after they have been made.
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcement Platform ahead of the presentation.	Yes	In accordance with the Company's Continuous Disclosure Policy, available on the Company's website (www.rtgmining.com), the board will release a copy of the presentation materials for any new and substantive investor or analyst presentation ahead of the presentation.

	Principle 6: Respect the rights of security holders
	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Yes	The Company keeps investors informed of its corporate governance, financial performance and prospects via its website (www.rtgmining.com). Investors can access copies of all announcements to the ASX/TSX, notices of meetings, annual reports and financial statements, investor presentations via the "Investor" tab, and can access general information regarding 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 have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Company conducts regular investor briefings, roadshows, site visits and attends regional and industry specific conferences in order to facilitate effective two way communication with investors and other financial market participants. Access to Directors and KMP is provided at these events, with separate one-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 to receive regular updates from the Company.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Yes	The Company facilitates communications with shareholders at meetings by: • Ensuring the attendance of a representative of the Company's auditors at the Company's AGM to respond directly to questions on audit related matters; and • Directing shareholders to raise any questions with the Company through the Company's website or through direct communication with Company personnel at Company meetings.
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	Yes	The person chairing the meeting ascertains the true will of the security holders attending and voting at the meeting, either in person or via proxy and conducts a poll where necessary.

• 6.5 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.
• Yes The Company welcomes electronic communication from its shareholders via its email address (reception@rtgmining.com). In addition, details of ASX announcements and Company reports are distributed to interested parties via email as well as being uploaded to the website (www.rtgmining.com).

The Company's share registry also engages with shareholders electronically. Shareholders can register with Computershare to access their personal information and shareholdings via the internet.

Principle 7: Recognise and manage risk

management framework.

	ASX recommendations	Check	Evidence of compliance/comments/suggested amendments
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 of whom 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or	Yes	The Company currently has a Risk and Audit Committee. Its current members are Mr Robert Scott (Chair of the Risk and Audit Committee), Mr Philip Lockyer and Mr David Cruse, all of whom are considered independent. The Directors have significant experience in, and understanding of, the industry in which the Company operates and the risks associated with public companies in the mining industry, to perform the functions associated with risk under the various Charters. A copy of the Risk and Audit Committee Charter can be found on the Company's website (www.rtgmining.com). Details of meetings for the year are set out in the 2020 Annual Financial Report (Directors' Report) As part of its primary duties and responsibilities, the Risk and Audit Committee identifies and monitors the management 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 management has taken to monitor, control, and report such exposures. The review includes a consideration of any significant findings prepared by the external auditor together with management's responses.
	(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk

7.2	The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	Yes	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 specific areas, 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 limits approved by the Board for management of risks. The Board undertakes an annual review of the Company's risk management policies and procedures to ensure 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 function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	Yes	The Company does not maintain an internal audit function. However the Board and Risk and Audit Committee maintain oversight of organisational risks including financial risks. The Risk and Audit Committee is charged with reviewing and improving the Company's risk management framework and internal control processes.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	Yes	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 of whom 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 be found on the Company's website (www.rtgmining.com).
	and disclose:
	(3) the charter of the committee;		The 2020 Annual Financial Report (Directors' Report) contains details of the number of times directors met 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, the number of times the committee met throughout the period and the individual attendances of the members at those meetings

8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non executive directors and the remuneration of executive directors and other senior executives.	Yes	The structure of Non-Executive Director remuneration is clearly distinguishable from that of Executive Directors and other KMP. Non-Executive Directors are remunerated on a fixed fee basis for time and responsibility as part of an aggregate pool of remuneration approved by shareholders. No incentives are in place for non-executive Directors. KMP (including Executive Directors) are remunerated on an annual basis on a combination of total fixed remuneration (i.e. cash base salary, superannuation and the value of any fringe benefits provided) and variable "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 manner which aligns the element of remuneration with the creation of shareholder wealth. The LTI variable component is designed to incentivise and motivate key management personnel (KMP) to pursue the long term growth and success of the Company. Grant of the STI is based on achievement of Company key performance measures and personal performance measures as assessed on an annual basis. Awards of LTI's are dependent on the specific performance hurdle being achieved during the vesting period. Further details regarding remuneration practices can be found in the 2020 Annual Financial Report (Directors' Report).
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	RTG executives are remunerated under the Loan Funded Share Plan. Under the Company's Insider Trading Policy, employees are prohibited from Short-Selling, the use of Puts and or Calls which would limit the economic risk of participating in the Plan (Clause 5) on the Company's website. (www.rtgmining.com)