RUMBLE RESOURCES LIMITED — Governance Information 2015

Sep 29, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Rumble Resources Limited

ABN/ARBN	Financial year ended
74 148 214 260	30 June 2015

Our corporate governance statement2 for the above period above can be found at:3

these pages of our annual report: _____________________________________________

or

this URL on our website: http://rumbleresources.com.au/corporate\_governance

The Corporate Governance Statement is accurate and up to date as at 30 September 2015 and has been approved by the board.

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

Date here: 30 September 2015

Sign here: ______Bruno Seneque_________________________ Director/company secretary

Print name: Bruno Seneque

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.

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 NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entityshould disclose:(a)the respective roles and responsibilities ofitsboard and management; and(b)those matters expressly reserved to theboard and those delegated to management.	… the fact that we follow this recommendation:in our Corporate GovernanceStatementORat this location:_____________________________________________Insert location here… and information about the respective roles and responsibilities of ourboard and management(including those matters expressly reserved tothe board and those delegated to management):at this location:http://rumbleresources.com.au/corporate_governanceInsert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.2	Alisted entity should:(a)undertakeappropriatechecksbeforeappointing a person, or putting forward tosecurity holders a candidate for election, asa director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or reelect a director.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.3	A listed entity should have a written agreementwith each director and senior executive settingout the terms of their appointment.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
1.4	The company secretary of a listed entity shouldbe accountable directly to the board, throughthe chair, on all matters to do with the properfunctioning of the board.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.5	A listed entity should:(a)have a diversity policy which includesrequirements for the boardor a relevantcommittee of the board tosetmeasurableobjectives for achieving gender diversityandto assess annually both the objectivesand the entity's progress in achieving them;(b)disclose that policy or a summaryof it; and(c)disclose as at the end of each reportingperiodthe measurable objectives forachieving gender diversity set by the boardor a relevant committee of the board inaccordance with the entity's diversity policyand its progress towards achieving themand either:(1)the respective proportions of men andwomen on the board, in seniorexecutive positions and across thewhole organisation (including how theentity has defined "senior executive" forthese purposes); or(2)if the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.	… the fact that we have a diversity policy that complies withparagraph(a):in our Corporate Governance StatementORat this location:Insert location here… and a copy of our diversity policy or a summary of it:at this location:http://rumbleresources.com.au/corporate_governanceInsert location here… the measurable objectives for achieving gender diversity set by theboard or a relevant committee of the board in accordance with ourdiversity policy and ourprogress towards achieving them:in our Corporate Governance Statement ORat this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin ourCorporate Governance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
1.6	A listed entity should:(a)haveand disclose a process for periodicallyevaluating the performance of the board,its committees and individual directors;and(b)disclose,in relation to each reportingperiod, whether a performance evaluationwas undertaken in the reporting period inaccordance with that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph(b):in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
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 reportingperiod, whether a performance evaluationwas undertaken in the reporting period inaccordance with that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b):in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	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 majorityof 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 metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes itemploys to address board succession issuesand to ensure that the board has theappropriate balance of skills, knowledge,experience, independence and diversity toenable it to discharge its duties andresponsibilities 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 ORat this location:Insert location here… and a copy of the charter of the committee:at this location:http://rumbleresources.com.au/corporate_governanceInsert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance Statement ORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have anomination committeeand theprocesses weemploy to address board succession issues and to ensurethat the board has the appropriate balance of skills, knowledge,experience, independence and diversity to enable it to discharge itsduties and responsibilities effectively:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.2	A listed entity should have and disclose aboard skills matrix setting out the mix of skillsand diversity that the board currently has or islooking to achieve in its membership.	… our board skills matrix:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
2.3	A listed entity should disclose:(a)the names of the directors considered bythe board to be independent directors;(b)if a director has an interest, position,association or relationship of the typedescribed in Box2.3but the board is of theopinion that it does not compromise theindependence of the director, the nature ofthe interest, position, association orrelationship in question and an explanationof 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 be independentdirectors:in our Corporate Governance StatementORatthis location:Insert location here… where applicable, the information referred to in paragraph (b):in our Corporate Governance StatementORat this location:Insert location here… the length of service of each director:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
2.4	A majority of the board of a listed entity shouldbe independent directors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	anexplanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.5	The chair of theboard of a listed entity shouldbe an independent director and, in particular,should not be the same person as the CEO ofthe entity.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
2.6	A listed entity shouldhave a program forinductingnewdirectorsandprovideappropriateprofessionaldevelopmentopportunities for directors to develop and	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:	an explanation why that is soin our CorporateGovernance StatementOR
	maintain the skills and knowledge needed toperform their role as directorseffectively.	_____________________________________________Insert location here	we are an externally managed entity and thisrecommendation is therefore not applicable
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:	… our code of conduct or a summary of it:	an explanation why that is soin our Corporate
	(a)have a code of conduct for its directors,senior executives and employees; and	in our Corporate Governance StatementORat this location:	Governance Statement
	(b)disclose that code or a summary ofit.	_http://rumbleresources.com.au/corporate_governance
		_____________________________________Insert location here
	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 whomare non-executive directors and amajority of whom are independentdirectors; 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)therelevantqualificationsandexperience of the members of thecommittee; and(5)in relation to each reporting period, thenumber of times the committee metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have an audit committee,disclose that fact and the processes it	[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 StatementORat this location:Insert location here… and a copy of the charter of the committee:at this location:http://rumbleresources.com.au/corporate_governanceInsert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	employs that independently verify andsafeguard the integrity of its corporatereporting, including the processes for theappointment and removal of the externalauditor and the rotation of the auditengagement partner.	… the fact that we do not have anaudit committeeand the processes weemploy 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 auditengagement partner:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFOa declaration that, in their opinion,thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true and fairview of the financial position and performanceof the entityand that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which isoperating effectively.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
4.3	A listedentity that has an AGM should ensurethat its external auditor attends its AGM and isavailable to answer questions from securityholders relevant to the audit.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity thatdoesnot hold an annual general meeting and thisrecommendation is therefore not applicable
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations underthe Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investors viaits website.	… information about usand ourgovernance on our website:at this location:http://rumbleresources.com.au/corporate_governanceInsert location here	an explanation why that is soin our CorporateGovernance Statement
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert locationhere	an explanation why that is soin our CorporateGovernance Statement
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings of securityholders.	… our policies and processes forfacilitatingand encouragingparticipation at meetings of security holders:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity that doesnot hold periodic meetings of security holdersand this recommendation is therefore notapplicable
6.4	A listed entity should give security holders theoption to receive communications from, andsend communications to, the entity and itssecurity registry electronically.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 7 –RECOGNISE AND MANAGERISK
7.1	The board of a listed entity should:(a)have a committee or committees to overseerisk, each of which:(1)has at least three members, a majorityof whom are independent directors;and(2)is chaired by an independent director,and disclose:	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee risk thatcomplywith paragraphs (1) and (2):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… and a copy of the charter of the committee:	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
	(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 metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a risk committee orcommitteesthat satisfy (a) above, disclosethat fact and the processes it employs foroverseeing the entity's risk managementframework.	at this location:Insert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes weemploy for overseeing ourriskmanagement framework:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here
7.2	The boardor a committee of the board should:(a)review the entity's risk managementframework at least annually to satisfy itselfthat it continues to be sound; and(b)disclose,in relation to each reportingperiod, whether such a review has takenplace.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role itperforms; OR(b)if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagementandinternalcontrolprocesses.	[If the entity complies with paragraph (a):]… how our internal auditfunction is structured and what role itperforms:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses weemploy for evaluating and continually improving the	an explanation why that is soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
		effectiveness of ourrisk management and internal control processes:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here
7.4	A listedentity should disclose whetherit hasany material exposureto economic,environmental and social sustainabilityrisksand, if it does, how it manages or intends tomanage those risks.	… whether wehaveany material exposureto economic, environmentalandsocial sustainabilityrisks and, if wedo, how wemanage or intend tomanage those risks:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
	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 majorityof whom are independent directors;and	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):in our Corporate Governance StatementORat this location:	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
	(2)is chaired by an independent director,and disclose:	_____________________________________________Insert location here
	(3)the charter of the committee;(4)the members of the committee; and	… and a copy of the charter of the committee:at this location:
	(5)as at the end of each reporting period,the number of times the committee metthroughouttheperiodandtheindividual attendances of the membersat those meetings; OR(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the leveland composition of remuneration fordirectors and senior executives andensuring that such remunerationis	Insert location here… and the information referred to in paragraphs (4) and (5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committeeand the
		processes we employ for setting the leveland composition of

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
8.2	appropriate and not excessive.A listed entity should separately disclose itspolicies and practices regarding the	remuneration for directors and senior executives and ensuring that suchremuneration is appropriate and not excessive:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration of	an explanation why that is soin our CorporateGovernance StatementOR
	remuneration of non-executive directors andthe remuneration of executive directors andother senior executives.	executive directors and other senior executives:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	we are an externally managed entity and thisrecommendation is therefore not applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions(whether through the use of derivatives orotherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe do not have an equity-basedremuneration schemeand thisrecommendation is therefore not applicableORwe are an externally managed entity and thisrecommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	AlternativetoRecommendation1.1forexternally managed listed entities:The responsible entity of an externallymanaged listed entity should disclose:(a)the arrangements between the responsibleentity and the listed entity for managingthe affairs of the listed entity;(b)the role and responsibility of the board ofthe responsible entity for overseeing thosearrangements.	… the information referred to in paragraphs (a)and(b):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendationin full for the whole of theperiod above. Wehave disclosed …
-	Alternative to Recommendations8.1, 8.2and8.3for externally managed listed entities:An externally managed listed entity shouldclearly disclose the terms governing the	… the terms governing our remuneration as manager of the entity:in our Corporate Governance Statement ORat this location:_____________________________________________	an explanation why that is soin our CorporateGovernance Statement
	remuneration of the manager.	Insert location here