Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Rumble Resources Limited
74 148 214 260 30 June 2021
ABN/ARBN Financial year ended:
Our corporate governance statement for the period above can be found at:
☐ These pages of our annual report:
☒ This URL on our website: https://rumbleresources.com.au/corporate/corporate-governance/
The Corporate Governance Statement is accurate and up to date as at 29 September 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 29 September 2021
Name of authorised officer authorising lodgement: Steven Wood, Company Secretary
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation |
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Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
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PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT |
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| 1.1 |
A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and those |
☒and we have disclosed a copy of our board charterat:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
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delegated to management. |
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| 1.2 |
A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.3 |
A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.4 |
The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. |
☐ |
☒set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable |
1 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/").
2 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,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| 1.5 |
A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclosein relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. |
☒and we have disclosed a copy of our diversity policy at:https://rumbleresources.com.au/corporate/corporate-governance/and we have disclosed the information referred to in paragraph (c)at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.6 |
A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. |
☒and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://rumbleresources.com.au/corporate/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation |
|
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
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| 1.7 |
A listed entity should: |
☒ |
☐set outin our Corporate Governance Statement OR |
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(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. |
and we have disclosed the evaluationprocess referred to inparagraph (a) at:https://rumbleresources.com.au/corporate/corporate-governance/and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐we are an externally managed entity and this recommendationis therefore not applicable |
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|
Corporate Governance Council recommendation |
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| PRINCIPLE 2 - |
STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE |
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| 2.1 |
The board of alisted entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalanceof skills, knowledge, experience, independence anddiversity to enable it to discharge its duties and responsibilitieseffectively at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 |
duties and responsibilities effectively.A listed entity should have and disclose aboard skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. |
☒and we have disclosed our boardskills matrix at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.3 |
A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. |
☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:https://rumbleresources.com.au/corporate/corporate-governance/and, where applicable, the information referred to in paragraph (b)at:Not applicableand the length of service of each director at:in the Company's Annual Financial Report |
☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation |
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Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| 2.4 |
A majority of the board of a listed entity should be independentdirectors. |
☐ |
☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.5 |
The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity. |
☐ |
☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 |
A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. |
☒ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| PRINCIPLE 3 – |
INSTIL A CULTUREOF ACTING LAWFULLY, |
ETHICALLY AND RESPONSIBLY |
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| 3.1 |
A listed entity should articulate and disclose its values. |
☒and we have disclosed our values at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 3.2 |
A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. |
☒and we have disclosed our codeof conduct at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 3.3 |
A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. |
☒and we have disclosed our whistleblower policy at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 3.4 |
A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. |
☒and we have disclosed our anti-bribery and corruption policy at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| PRINCIPLE 4 – |
SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS |
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| 4.1 |
The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 4.2 |
The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performance of the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. |
☒ |
☐set outin our Corporate Governance Statement |
| 4.3 |
A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. |
☒ |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
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| PRINCIPLE 5 – |
MAKE TIMELY AND BALANCED DISCLOSURE |
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| 5.1 |
A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. |
☒and we have disclosed our continuous disclosure compliance policyat:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐setoutin our Corporate Governance Statement |
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| 5.2 |
A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. |
☒ |
☐set outin our Corporate Governance Statement |
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| 5.3 |
A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation. |
☒ |
☐set outin our Corporate Governance Statement |
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PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS |
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| 6.1 |
A listed entity should provide information about itself and itsgovernance to investors via its website. |
☒and we have disclosed information about us and our governance onour website at:https://rumbleresources.com.au/ |
☐set outin our Corporate Governance Statement |
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| 6.2 |
A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. |
☒ |
☐set outin our Corporate Governance Statement |
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| 6.3 |
A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. |
☒and we have disclosed how we facilitate and encourage participationat meetingsof security holdersat:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
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| 6.4 |
A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by apoll rather than bya show of hands. |
☒ |
☐set outin our Corporate Governance Statement |
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| 6.5 |
A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. |
☒ |
☐set outin our Corporate Governance Statement |
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Corporate Governance Council recommendation |
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our2reasons for not doing so are: |
| PRINCIPLE 7 – |
RECOGNISE AND MANAGE RISK |
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| 7.1 |
The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 7.2 |
The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and(b)disclose, in relation to each reporting period, whethersuch a review has taken place. |
☒and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation |
|
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| 7.3 |
A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. |
☒[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement |
| 7.4 |
A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. |
☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:https://rumbleresources.com.au/corporate/corporate-governance/and, if we do, how we manage or intend to manage those risks at:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate GovernanceStatement |
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Corporate Governance Council recommendation |
Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
| PRINCIPLE 8 – |
REMUNERATE FAIRLY AND RESPONSIBLY |
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| 8.1 |
The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. |
☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 8.2 |
A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. |
☒and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:https://rumbleresources.com.au/corporate/corporate-governance/ |
☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable |
| 8.3 |
A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. |
☐and we have disclosed our policy on thisissue or a summary of it at:………………………………………………………………………[insert location] |
☐set outin our Corporate Governance Statement OR☒we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation |
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Where a box below is ticked,1 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:2 |
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ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES |
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| 9.1 |
A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands and can discharge their obligations in relation tothose documents. |
☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location] |
☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 9.2 |
A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. |
☐ |
☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 9.3 |
A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. |
☐ |
☐set outin our Corporate Governance Statement OR☒we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable |
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
This Corporate Governance Statement is current as at 29 September 2021 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, as at 30 June 2021 followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.
The Company's Corporate Governance Plan is available on the Company's website at:
https://rumbleresources.com.au/corporate/corporate-governance/
| CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
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COMPLY(Yes/No) |
EXPLANATION |
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| 1. |
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Lay solid foundations for management and oversight |
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| 1.1 |
(a)(b) |
Companies should have and disclose aboard charter:therespectiverolesandresponsibilities of its board andmanagement; andthose matters expressly reserved tothe board and those delegated tomanagement. |
Yes |
The Company has adopted a Board Charter that sets outthe specific roles and responsibilities of the board ofdirectors (Board), the Chair and management and includesa description of those matters expressly reserved to theBoard and those delegated to management.The Board Charter sets out the specific responsibilities ofthe Board, requirements as to the Board's composition, theroles and responsibilities of the Chairman and CompanySecretary, the establishment, operation and managementof Board Committees, Directors' access to Companyrecords and information, details of the Board's relationshipwith management, details of the Board's performancereview and details of the Board's disclosure policy.A copy of the Company's Board Charter, which is part ofthe Company's Corporate Governance Plan, is availableon the Company's website. |
| 1.2 |
(a)(b) |
Companies should:undertakeappropriatechecksbefore appointing a person, orputting forward to security holders acandidate for election, as a director;andprovide security holders with allmaterialinformationinitspossession relevant to a decisionon whether or not to elect or re-electa director. |
Yes |
The Company has guidelines for the appointment andselection of the Board in its Corporate Governance Plan.TheCompany'sRemunerationandNominationCommitteeCharter(intheCompany'sCorporateGovernance Plan) requires the Nomination Committee (or,in its absence, the Board) to ensure appropriate checks(including checks in respect of character, experience,education, criminal record and bankruptcy history (asappropriate)) are undertaken before appointing a person,or putting forward to security holders a candidate forelection, as a Director.Under the Remuneration and Nomination CommitteeCharter, all material information relevant to a decision on |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
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EXPLANATION |
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whether or not to elect or re-elect a Director must beprovided to security holders in the Notice of Meetingcontaining the resolution to elect or re-elect a Director.Information in respect to each Directors experience andqualifications are outlined in the Annual Report. Directorswill be put forward for re-election at the Company's AnnualGeneral. |
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| 1.3 |
Companiesshouldhaveawrittenagreement with each director and seniorexecutive setting out the terms of theirappointment. |
Yes |
Detailed in the Board Charter. The Company requires eachdirector and senior executive to execute a writtenagreement setting out the terms of their appointment.The Company has written agreements with each of itsDirectors and executive service agreements with keymanagement personnel. |
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| 1.4 |
Thecompanysecretaryshouldbeaccountable directly to the board, throughthe chair, on all matters to do with the properfunctioning of the board. |
Partially |
The Board Charter outlines the roles, responsibility andaccountability of the Company Secretary.The Company Secretary is accountable directly to theBoard on all matters to do with the proper functioning ofthe Board as the Company does not currently have a chair. |
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| 1.5 |
Companies should:(a)haveadiversitypolicywhichincludes requirements for the boardor a relevant committee of theboard to set measurable objectivesfor achieving gender diversity andtoassessannuallyboththeobjectives and the entity's progressin achieving them;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of eachreporting period the measurableobjectives for achieving genderdiversity set by the board or a |
Yes |
The Company has adopted a Diversity Policy whichprovides a framework for the Company to establish andachieve measurable diversity objectives, including inrespect of gender diversity. The Diversity Policy allowsthe Board to set measurable gender diversity objectives ifconsidered appropriate, and to assess annually both theobjectives if any have been set and the Company'sprogress in achieving them.The Diversity Policy is available, as part of the CorporateGovernance Plan, on the Company's website.The respective proportions of men and women on theBoard, key management personnel and across the wholeorganisation is outlined below: |
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relevant committee of the board inaccordancewiththeentity'sdiversity policy and its progresstowards achieving them and either: |
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Directors |
Male100% |
Female- |
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(1)the respective proportions ofmen and women on the board,in senior executive positions |
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Senior executives |
100% |
- |
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andacrossthewholeorganisation (including how theentityhasdefined"senior |
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Other employees |
100% |
- |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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executive" for these purposes);or(2)if the entity is a "relevantemployer"undertheWorkplaceGenderEqualityAct, the entity's most recent"Gender Equality Indicators",as defined in and publishedunder that Act. |
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| 1.6 |
Companies should:(a)have and disclose a process forperiodicallyevaluatingtheperformanceoftheboard,itscommittees; and(b)disclose for each reporting periodwhether a performance evaluationhasbeenundertakeninaccordancewiththatprocessduring or in respect of that period. |
Yes |
The Board is responsible for evaluating the performanceof the Board, its committees and individual Directors andsenior executives on an annual basis. It may do so with theaid of an independent advisor. The process for this is setout in the Company's Board Charter as well as theCompany's Remuneration and Nomination CommitteeCharter, and the Board Performance Evaluation Policywhich is available on the Company's website.The Board should ensure that an evaluation of the Board,its committees and individual directors is undertaken inaccordance with the Board Charter in future years. TheCompany will provide details as to its compliance withthese recommendations in its future annual reports.During financial year 2021, the Board in accordance withits Board Charter, the Remuneration Committee Charterand Performance Evaluation Policy conducted a review ofits Board and key management personnel and itsremuneration,structureandcomposition.Anyrecommendations put forward and approved by the Boardbecame effective from May 2021. |
| 1.7 |
Companies should:(a)have and disclose a process forperiodicallyevaluatingtheperformanceofitsseniorexecutives; and(b)disclose,inrelationtoeachreportingperiod,whetheraperformanceevaluationwasundertaken in the reporting periodin accordance with that process. |
Yes |
Under the Board Charter, the Board (with the advice andassistanceoftheRemunerationandNominationCommittee (once established) is responsible for reviewingand approving the performance of the members of theexecutive leadership team.The Board should ensure that an evaluation of themembers of its executive leadership team is undertaken inaccordance with the Board Charter in future years andshould make disclosure as to whether the performanceevaluation was undertaken in the reporting period.The Company also has a Board Performance EvaluationPolicy which is available on the Company's website.During financial year 2021, the Board in accordance withits Board Charter, the Remuneration Committee Charterand Performance Evaluation Policy conducted a review of |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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its Board and key management personnel and itsremuneration,structureandcomposition.Anyrecommendations put forward and approved by the Boardbecame effective from May 2021 |
| 2. |
Structure the board to add value |
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| 2.1 |
The board should:(a)haveanominationcommitteewhich:(1)has at least three members,a majority of whom areindependent directors; and(2)is chaired by an independentdirector,and disclose:(3)the charter of the committee;(4)themembersofthecommittee; and(5)as at the end of eachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthemembersatthosemeetings; or(b)if it does not have a nominationcommittee, disclose that fact andtheprocessesitemploystoaddress board succession issuesand to ensure that the board hasthe appropriate balance of skills,knowledge,experience,independenceanddiversitytoenable it to discharge its duties andresponsibilities effectively. |
Yes |
At this time, the Board has not established a separateRemuneration and Nomination Committee due to theCompany's current position and size.The Board has however adopted a Remuneration andNomination Committee Charter which describes the role,composition,functionsandresponsibilitiesoftheRemuneration and Nomination Committee. Until such timethat a separate committee is established, the Boardremains responsible for such matters and will discharge itsresponsibilities in accordance with the Remuneration andNomination Committee Charter (to the extent practicable).A copy of the Remuneration and Nomination CommitteeCharter is available on the Company's website.The number of times the Board meets during a reportingperiod is detailed in the Company's Annual Report toshareholders. |
| 2.2 |
Companies should have and disclose aboard skills matrix setting out the mix ofskills and diversity that the board currentlyhasorislookingtoachieveinitsmembership. |
Yes |
TheCompany'sBoardinaccordancewiththeRemuneration and Nomination Committee Charterisresponsible for regularly reviewing the size, compositionand skills of the Board to ensure that the Board is able todischarge its duties and responsibilities effectively and toidentify any gaps in the skills or experience of the Board.Per the Company's Board Charter, the Company shoulddisclose details of any board skills matrix it adopts. |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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The Company has reviewed the skills, experience andexpertise of each of its directors across the followingcategories: |
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Finance, Industry, Investor/Public Relations, Health,Safety/Environment, Legal, Risk & Compliance, CorporateGovernance and Strategy. |
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The Board following review of the matrix have not identifiedany material weakness in the Board's ability to dischargeits duties and responsibilities effectively. |
| 2.3 |
Companies should disclose:(a)thenamesofthedirectorsconsidered by the board to beindependent directors; |
Yes |
The Company should assess the independence of itsdirectors against the requirements for independence in theBoard Charter which should reflect the independencecriteria detailed in the ASX Corporate GovernancePrinciples. |
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(b)ifadirectorhasaninterest,position, association or relationshipof the type described in Box 2.3 butthe board is of the opinion that itdoesnotcompromisetheindependence of the director, thenature of the interest, position, |
Director independence should initially be assessed uponeach director's appointment and reviewed each year, or asrequired when a new personal interest or conflict of interestis disclosed. Directors should disclose all actual orpotential conflicts of interest on an ongoing basis. |
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| association(c)director. |
orrelationshipinquestion and an explanation of whythe board is of that opinion; andthe length of service of each |
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The Board currently consists of five directors, with three ofthe Non-Executive Directors considered to be independentdirectors (Mr Matthew Banks, Mr Michael Smith and MrPeter Venn whom was appointed subsequent to year end). |
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The Company's annual report will the independence ofeach Director as well as the length of service of eachDirector, as at the end of the financial year. |
| 2.4 |
Amajorityoftheboardshouldbeindependent directors. |
Partially |
The Board Charter requires that, where practical, themajority of the Board be comprised of independentdirectors. |
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The Board has considered independence and for thefinancial year ended 30 June 2021, two out of the fourDirectors are considered independent. |
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The Company notes that subsequent to year end, a newindependent director (Mr Peter Venn) has been appointedto the Board, making the majority of the Board independentas at the date of this report. |
| 2.5 |
The chair of the board should be anindependent director and, in particular, |
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The Board should appoint a chair that is independent asoutlined in the Board Charter. |
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should not be the same person as the CEO. |
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At this time, the Board believes that given the history of theCompany and its current position and size, it is notpractical at this stage to have an independent chair of the |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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Board. The Board takes the view that in the interest ofshareholders, theyare best served with the presentcomposition of the Board and have resolved that thesituation will be monitored as the operations of theCompany evolve and opportunities arise. |
| 2.6 |
Companies should have a program forinductingnewdirectorsandprovideappropriateprofessionaldevelopmentopportunities for directors to develop andmaintain the skills and knowledge needed toperform their role as directors effectively. |
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Yes |
Upon appointment, new Directors will be subject torelevant induction procedures to provide the incomingindividual with sufficient knowledge of the entity and itsoperating environment to enable them to fulfil their roleeffectively.In accordance with the Company's Board Charter and theRemuneration and Nomination Committee Charter, theBoard is responsible for the approval and review ofinductionandcontinuingprofessionaldevelopmentprograms and procedures for Directors to ensure that theycan effectively discharge their responsibilities. TheCompanySecretaryisresponsibleforfacilitatinginductions and professional development. |
| 3 |
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Act ethically and responsibly |
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| 3.1 |
A listed entity should articulate and discloseits values. |
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Yes |
The Board has articulated and disclosed its Statement ofValues in accordance with Recommendation 3.1, asdisclosed on the Company's website athttps://rumbleresources.com.au/corporate/corporategovernance/ |
| 3.2 |
(a)(b) |
Companies should:have a code of conduct for itsdirectors, senior executives andemployees; andensurethattheboardoracommittee of the board is informedof any material breaches of thatcode. |
Yes |
The Company's Corporate Code of Conduct applies tothe Company's Directors, senior executives andemployees. Any material breaches should be disclosed tothe Board.The Company's Corporate Code of Conduct (which formspart of the Company's Corporate Governance Plan) isavailable on the Company's website. |
| 3.3 |
(a)(b) |
A listed entity should:have and disclose a whistle blowerpolicy; andensurethattheboardoracommittee of the board is informed |
Yes |
The Company's Whistle Blower Policy (which forms part ofthe Company's Corporate Governance Plan) is availableon the Company's website.Any material breaches should be disclosed to the Board orto the Audit and Risk Committee (once established). |
| CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
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COMPLY(Yes/No) |
EXPLANATION |
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of any material incidents reportedunder that policy. |
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| 3.4 |
(a)(b) |
A listed entity should:have and disclose an anti-briberyand corruption policy; andensurethattheboardoracommittee of the board is informedof any material breaches of thatpolicy. |
Yes |
The Company's Anti-Corruption and Anti-Bribery Policy(whichformspartoftheCompany'sCorporateGovernance Plan) is available on the Company's website.Any material breaches should be disclosed to the Board orto the Audit and Risk Committee (once established). |
| 4 |
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Safeguard integrity in corporate reporting |
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| 4.1 |
(a)(b) |
The board should:have an audit committee which:(1)has at least three members,allofwhomarenonexecutive directors and amajorityofwhomareindependent directors; and(2)is chaired by an independentdirector, who is not the chairof the board,and disclose:(3)the charter of the committee;(4)therelevantqualificationsandexperienceofthemembers of the committee;and(5)in relation to each reportingperiod, the number of timesthecommitteemetthroughout the period andthe individual attendances ofthemembersatthosemeetings; orif it does not have an auditcommittee, disclose that fact andthe processesitemploysthatindependently verify and safeguardtheintegrityofitscorporatereporting, including the processesfor the appointment and removal ofthe external auditor and the rotationof the audit engagement partner. |
Yes |
At this time, the Board has not established a separateAudit Committee due to the Company's current positionand size.The Board has however adopted an Audit and RiskCommittee Charter which describes the role,composition, functions and responsibilities of the Auditand Risk Committee. Until such time that a separatecommittee is established, the Board remains responsiblefor such matters and will discharge its responsibilities inaccordance with the Audit and Risk Committee Charter(to the extent practicable). The Board is of the view thatthe experience and professionalism of the persons on theBoard are sufficient to ensure that all significant financialreporting matters are appropriately addressed andactioned.A copy of the Audit and Risk Committee Charter isavailable on the Company's website.The number of times the Board meets during a reportingperiod is detailed in the Company's Annual Report toshareholders. |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
| 4.2 |
The board should, before it approves theentity's financial statements for a financialperiod, receive from its CEO and CFO adeclarationthat,intheiropinion,thefinancial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true andfair view of the financial position andperformance of the entity and that theopinion has been formed on the basis of asound system of risk management andinternalcontrolwhichisoperatingeffectively. |
Yes |
The Company's Board Charter requires the CEO andCFO to provide a sign off on these terms. |
| 4.3 |
A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is notaudited or reviewed by an external auditor |
Yes |
Under the Board's Charter, the Board, with the assistanceof the Risk and Audit Committee (once established) shouldensure that there is a process to verify the integrity of anyperiodic report it releases to the market that is not auditedor reviewed by an external auditor. The Board should beresponsible under the Charter for the disclosure of thisprocess to the market for the benefit of investors. |
| 5 |
Make timely and balanced disclosure |
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| 5.1 |
A listed entity should have and disclose awrittenpolicyforcomplyingwithitscontinuous disclosure obligations underlisting rule 3.1. |
Yes |
The Company should be committed to taking a proactiveapproach to continuous disclosure and creating a culturewithintheCompanythatpromotesand facilitatescompliance with the Company's continuous disclosureobligations.The Company has adopted a written policy to ensurecompliance with their ASX Listing Rule disclosureobligations. A copy of the Company's ContinuousDisclosure Policy is available on the Company's website. |
| 5.2 |
A listed entity should ensure that its boardreceives copies of all material marketannouncements promptly after they havebeen made. |
Yes |
The Company should ensure, as part of its ContinuousDisclosure Policy,that there is a nominated personresponsible for the delivery of all material marketannouncements to the Board after they have been made.It is the Company Secretary's responsibility under theCompany's Continuous Disclosure Policy. |
| 5.3 |
A listed entity that gives a new andsubstantive investor or analyst presentationshould release a copy of the presentationmaterialsontheASXMarket |
Yes |
The Company's Continuous Disclosure Policy shouldensure that the Company makes timely disclosure of anypresentation to new and substantive investors or analystsirrespective of whether the information contained in it is |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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Announcements Platform ahead of thepresentation. |
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material. This is to ensure the equality of informationamong investors. |
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It is the Company Secretary's responsibility under theCompany's Continuous Disclosure Policy. |
| 6 |
Respect the rights of security holders |
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| 6.1 |
Companiesshouldprovideinformationabout itself and its governance to investorsvia its website. |
Yes |
The Company's website https://rumbleresources.com.au/providesinformationabouttheCompanyincludinginformation relevant to investors including the Company'sCorporateGovernancePlan,Constitution,ASXAnnouncements,FinancialReportandDirectors/Management. |
| 6.2 |
Companies should design and implementan investor relations program to facilitateeffectivetwo-waycommunicationwithinvestors. |
Yes |
TheCompanyhasadoptedaShareholderCommunications Policy which aims to promote andfacilitate effective two-way communication with investors.The Policy outlines a range of ways in which information iscommunicated to shareholders and is available on theCompany's website as part of the Company's CorporateGovernance Plan.Investors are encouraged to attend the Company'ssecurity holder meetings, and are able to contact theCompany's management by email at[email protected] |
| 6.3 |
Companies should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings ofsecurity holders. |
Yes |
Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company. Refer to theCompany's Shareholder Communications Policy availableon the Company's website as part of the Company'sCorporate Governance Plan. |
| 6.4. |
A listed entity should ensure that allsubstantive resolutions at a meeting ofsecurity holders are decided by a poll ratherthan by a show of hands. |
Yes |
As part of the Shareholder Communications Policy, theCompany should ensure that all substantive resolutions ata meeting of security holders are decided by poll ratherthan by hand. This should be the responsibility of theperson chairing the meeting to ensure certainty. As per thepolicy all resolutions put to meetings since the adoption ofthis policy have been decided via poll. |
| 6.5 |
Companies should give security holders theoption to receive communications from, andsend communications to, the entity and itssecurity registry electronically. |
Yes |
The Company's share register is currently maintained byAutomic Registry Services. Shareholders have the optionofreceivingshareholdercommunicationsfromtheCompany and Automic electronically, unless an originalsignature or documents is required. |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
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COMPLY(Yes/No) |
EXPLANATION |
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Shareholders can register on the Company's website toreceive email notifications when an announcement ismade by the Company to the ASX, including the release ofthe Annual Report, half yearly reports and quarterlyreports. |
| 7 |
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Recognise and manage risk |
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| 7.1 |
Companies should:(a)have a committee or committees tooversee risk, each of which:(1)has at least three members,a majority of whom areindependent directors; and(2)is chaired by an independentdirector,and disclose:(3)the charter of the committee;(4)themembersofthecommittee; and(5)as at the end of eachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthemembersatthosemeetings; or(b)if it does not have a risk committeeorcommitteesthatsatisfy(a)above, disclose that fact and theprocessesitemploysforoverseeingtheentity'sriskmanagement framework. |
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Yes |
At this time, the Board has not established a separateAudit & Risk Committee due to the Company's currentposition and size.The Board has however adopted an Audit and RiskCommittee Charter which describes the role,composition, functions and responsibilities of the Auditand Risk Committee. Until such time that a separatecommittee is established, the Board remains responsiblefor such matters and will discharge its responsibilities inaccordance with the Audit and Risk Committee Charter(to the extent practicable).In conjunction with the other corporate governancepolicies, the Company has adopted a Risk ManagementPolicy which is designed to assist the Company to identify,assess, monitor and manage its business risk, includingany material changes to its risk profile. At this time, theBoard is responsible for ensuring that the Companymaintains effective risk management and internal controlsystems and processes.A copy of the Audit and Risk Committee Charter and theCompany's Risk Management Policy is available on theCompany's website.The number of times the Board meets during a reportingperiod is detailed in the Company's Annual Report toshareholders. |
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| 7.2 |
The board or a committee of the boardshould:(a)reviewtheentity'sriskmanagement framework at leastannually to satisfy itself that itcontinues to be sound; and(b)disclose,inrelationtoeachreporting period, whether such areview has taken place. |
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Yes |
The Audit and Risk Committee Charter & RiskManagement Policy requires that the Audit and RiskCommittee (or, in its absence, the Board) should, at leastannually, satisfy itself that the Company's riskmanagement framework continues to be sound. Thisnormally occurs in conjunction with the strategic planningprocess and the Company discloses in each reportingperiod that such a review has taken place. The Board |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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undertakes a quarterly review of those areas of riskidentified. |
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The Board did not complete a formal risk assessmentframework review during the period ended 30 June 2021,however the Board of Directors review the key risks facingthe Company on an ongoing basis.Operational riskassessments are completed on a daily basis with aninformal risk review performed on a quarterly basis by theBoard. |
| 7.3 |
Companies should disclose:(a)if it has an internal audit function, |
Yes |
The Audit and Risk Committee Charter provides for theAudit and Risk Committee to monitor the need for aninternal audit function. |
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how the function is structured andwhat role it performs; or(b)if it does not have an internal auditfunction,thatfactandtheprocesses it employs for evaluatingandcontinuallyimprovingtheeffectivenessofitsriskmanagement and internal controlprocesses. |
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As at 30 June 2021 the Company did not have an internalaudit function for the past financial period given the stageand size of the Company's operations. The Audit and RiskCommittee (or, in its absence, the Board) is responsible forensuring that sound risk management policies are in placefor the Company, and reporting to the Board asappropriate.Management is further responsible forundertaking and assessing risk management and internalcontrol effectiveness, and the Board assumes theresponsibilitytoestablishandimplementeffectivemanagement and internal control processes. |
| 7.4 |
Companies should disclose whether it hasanymaterialexposuretoeconomic,environmental and social sustainability risksand, if it does, how it manages or intends tomanage those risks. |
Yes |
The Audit and Risk Committee Charter requires the Auditand Risk Committee (or, in its absence, the Board) toassist management determine whether the Company hasany material exposure to economic, environmental andsocial sustainability risks and, if it does, how it manages orintends to manage those risks. |
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The Company's Corporate Governance Plan requires theCompany to disclose whether it has any material exposureto economic, environmental and social sustainability risksand, if it does, how it manages or intends to manage thoserisks. |
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The Company will disclose any material risk exposures inits Annual Report, through ASX announcements and on itsASX website as part of its continuous disclosureobligations. |
| 8 |
Remunerate fairly and responsibly |
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| CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
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COMPLY(Yes/No) |
EXPLANATION |
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| 8.1 |
(a) |
Companies should: |
have a remuneration committee |
Yes |
At this time, the Board has not established a separateRemuneration and Nomination Committee due to theCompany's current position and size. |
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which:(1) |
has at least three members,a majority of whom areindependent directors; and |
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The Board has however adopted a Remuneration andNomination Committee Charter which describes the role,composition,functionsandresponsibilitiesoftheRemuneration and Nomination Committee. Until such time |
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(2) |
is chaired by an independentdirector, |
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that a separate committee is established, the Boardremains responsible for such matters and will discharge its |
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and disclose: |
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responsibilities in accordance with the Remuneration andNomination Committee Charter (to the extent practicable). |
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(3)(4) |
the charter of the committee;themembersofthe |
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The Board will review, on an annual basis, executive |
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(b) |
(5)the |
committee; andas at the end of eachreporting period, the numberof times the committee metthroughout the period andthe individual attendances ofthemembersatthosemeetings; orif it does not have a remunerationcommittee, disclose that fact andthe processes it employs for settinglevelandcompositionofremunerationfordirectorsandsenior executives and ensuring thatsuch remuneration is appropriateand not excessive. |
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remuneration and incentive policies. In addition, the Boardwill review and approve the audited remuneration reportset out in the Directors' Report contained in the Company'sAnnual Report. The Board will consult external consultantsand specialists as deemed necessaryThe number of times the Board meets during a reportingperiod is detailed in the Company's Annual Report toshareholders. |
| 8.2 |
Companies should separately disclose itspoliciesandpracticesregardingtheremuneration of non-executive directorsand the remuneration of executive directorsand other senior executives. |
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Yes |
The Board in line with Remuneration and NominationCommittee Charter is responsible for setting and reviewingthe policies and practices of the Company regarding theremunerationofnon-executivedirectorsandtheremuneration of executive directors and other seniorexecutives, separately. |
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The Company's Corporate Governance Plan requires theBoard to disclose its policies and practices regarding theremuneration of Directors and senior executives, which isdisclosed on the Company's website. |
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The Non-Executive Directors are paid a fixed annual feefor their service to the Company as Non-ExecutiveDirectors. Executive Directors of the Company typicallyreceiveremunerationcomprisingabasesalarycomponent,discretionarybonusandequity-basedremuneration incentive. Directors and senior executivesare entitled to participate in the Company's equity-basedincentive plans such as the Employee Incentive Plan, |
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CORPORATE GOVERNANCE PRINCIPLESAND RECOMMENDATIONS |
COMPLY(Yes/No) |
EXPLANATION |
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having regard to their role, experience and contribution tothe Company when it is established.Details of theremuneration of the Directors and key managementpersonnel will be outlined in the Company's AnnualReport. |
| 8.3 |
A company which has an equity-basedremuneration scheme should:(a)haveapolicyonwhetherparticipants are permitted to enterinto transactions (whether throughthe use of derivatives or otherwise)which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary ofit. |
Notapplicable |
TheCompanydoesnothaveanequity-basedremuneration scheme, although options are issued fromtime to time with shareholder approval or utilising theCompany's placement capacity.The Company has adopted a Securities Trading Policywhich provides that participants must not, without priorwritten approval by the relevant person specified in thePolicy,engageinhedgingarrangements,dealinderivatives or enter into other arrangements which varyeconomic risk related to the Company's securities.The Company's Securities Trading Policy is available onthe website. |
| 9 |
Additional recommendations that apply only in certain cases |
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| 9.1. |
A listed entity with a director who does notspeak the language in which board orsecurity holder meetings are held or keycorporate documents are written shoulddisclose the processes it has in place toensure the director understands and cancontribute to the discussions at thosemeetingsandunderstandsandcandischarge their obligations in relation tothose documents. |
Notapplicable |
The Company, as part of its Board Charter will ensure thatthere are appropriate processes in place for directors whodo not speak or read in the language of the Board toensure understanding, contribution and discharge of theirduties. Whilst it should be the ultimate responsibility of theCompany's Management, the Audit and Risk Committee(or, in its absence, the Board) should assist in developingthese processes. |
| 9.2 |
A listed entity established outside Australiashould ensure that meetings of securityholders are held at a reasonable place andtime. |
Notapplicable |
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| 9.3 |
Companies should ensure that its externalauditor attends its AGM and is available toanswer questions from security holdersrelevant to the audit. |
Yes |
The Company will require its external auditor to attend itsAGM to answer any questions from shareholders relevantto the audit and this is specifically detailed in theCompany's Shareholder Communication Policy which isavailable on the Company's website. |