AI assistant
TANAMI GOLD NL — Governance Information 2021
Sep 23, 2021
65894_rns_2021-09-23_b1b31fd9-3972-485f-a006-8409fee84370.pdf
Governance Information
Open in viewerOpens in your device viewer
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
The Board of Directors of Tanami Gold NL (the “Company”) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
This statement sets out the main corporate governance practices in place throughout the financial year in accordance with 4th Edition of the ASX Principles of Good Corporate Governance and Best Practice Recommendations.
This Statement was approved by the Board of Directors and is current as at 23 September 2021.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
ASX Recommendation 1.1: A listed entity should have and disclose a board charter setting out the respective roles and responsibilities of its board and management, and those matters expressly reserved to the board and those delegated to management.
The Company has adopted this recommendation.
The Board has established a formal charter that details the respective Board and management functions and responsibilities. A copy of this Board charter is available in the Corporate Governance section of the Company's website at https://www.tanami.com.au.
ASX Recommendation 1.2: A listed entity should undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director, and provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
The Company has adopted this recommendation.
Information in relation to Directors seeking reappointment is set out in the Directors Report and Notices of Annual General Meeting.
The Company appointed Mr. Neale Edwards as a Non-Executive Director on 28 May 2021. Details of Mr. Edwards appointment was announced to ASX on 30 May 2021 and Mr. Edwards will be presented for re-election at the Annual General Meeting of Shareholders to be held in November 2021.
ASX Recommendation 1.3: A listed entity should have a written agreement with each Director and Senior Executives setting out the terms of their appointment.
The Company has adopted this recommendation.
ASX Recommendation 1.4: The Company Secretary of a listed company should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
The Company has adopted this recommendation.
The Board Charter provides for the Company Secretary to be accountable directly to the Board through the Chair.
ASX Recommendation 1.5: A listed entity should:
-
Have a diversity policy which includes the requirement for the Board to set measurable objectives for achieving gender diversity and assess annually the objectives and the entity’s progress to achieving them;
-
Disclose the policy or a summary of it;
-
Disclose the measurable objectives and progress towards achieving them; and
-
Disclose the respective proportions of men and women on the Board and at each level of management and the Company as a whole.
The Board considers that, due to the small size and nature of the Company, setting measurable objectives for a Diversity Policy at this time is not practical. The Board is conscious of the benefits diversity can bring, and will consider setting measurable objectives as the Company increases in size and complexity.
The Company currently has a very small number of employees with 20% of them being women. It currently has no women on the Board.
ASX Recommendation 1.6: A listed entity should have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
The Company has adopted this recommendation.
The Company’s Board Charter outlines the process for evaluating the performance of the Board and its Committees. This provides that the Board shall review and discuss the performance of the Board as a whole, its Committees and individual Directors. If it is apparent that there are problems which cannot be satisfactorily considered by the Board itself, the Board may decide to engage an independent adviser to undertake this review.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
The Company’s Nomination and Remuneration Committee is also required to review the performance of the Board, its Committees and individual Directors.
Given the Company’s small size, and simple structure, it was not considered practical to undertake a performance review during the reporting period.
ASX Recommendation 1.7: A listed entity should have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
The Company has adopted this recommendation.
The Company has in place procedures for evaluating the performance of its Senior Executives overseen by the Nomination and Remuneration Committee. This evaluation is based on specific criteria, including the business performance of the Company and its subsidiaries, whether strategic objectives are being achieved and the development of management and personnel.
Given the Company’s small size, the Company’s Senior Executives are under the immediate oversight of the Directors, who are in a position to evaluate their performance.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
ASX Recommendation 2.1: The Board of a listed entity should establish a Nomination Committee:
-
With at least three members the majority of which are independent Directors;
-
Chaired by an independent Director; and
-
Disclose the Charter of the Committee, the members of the Committee and the number of times the Committee met throughout the period and member attendance at those meetings.
-
Disclose if it does not have a Nominations Committee, disclose the fact and the process it employs to address the Board succession issues and to ensure that the Board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.
The Company has adopted this recommendation.
The Board has established a Nomination and Remuneration Committee.
A copy of the Committee’s Charter is available in the Corporate Governance section of the Company's website at https://www.tanami.com.au.
Details of the number of meetings of the Committee, and attendance at those meetings, are set out in the Directors Report which forms part of the Annual Financial Statements.
ASX Recommendation 2.2: A listed entity should have and disclose a Board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.
The Board is conscious of the benefits of having a diversity of skills. On a collective basis the Board has the following skills:
-
Strategic expertise: Ability to identify and critically assess strategic opportunities and threats and develop strategies.
-
Specific Industry knowledge: Experience in the resources sector including exploration, project development and mining.
-
Accounting and finance: The ability to read and comprehend the Company’s financial accounts, financial material presented to the Board, financial reporting requirements and an understanding of corporate finance.
-
Legal: Overseeing compliance with numerous laws, ensuring appropriate legal and regulatory compliance frameworks and systems are in place and understanding an individual Director’s legal duties and responsibilities.
-
Risk management: Identify and monitor risks to which the Company is, or has the potential to be exposed to.
-
Experience with financial markets: Experience in working in or raising funds from the equity or capital markets.
-
Investor relations: Experience in identifying and establishing relationships with shareholders, potential investors, institutions and equity analysts.
-
Economics: Experience in macro-economic and financial market, analysis and forecasting.
-
• Corporate Governance: Establishing and applying an appropriate Corporate Governance framework.
ASX Recommendation 2.3: A listed entity should disclose the names of the Directors considered by the Board to be independent Directors and provide details in relation to:
-
The names of the Directors considered by the Board to be independent directors.
-
If a Director has an interest, position or relationship as described in Recommendation 2.3, however the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position or relationship in question and an explanation of why the Board is of that opinion; and
-
The length of service of each Director.
The Company has adopted this recommendation.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
The Board currently consists of four independent Directors, namely Messrs Gerard McMahon, Brett Montgomery, Carlisle Procter and Neale Edwards.
Non-Independent Director Mr Brett Smith, and Independent Directors Messrs Gerard McMahon and Brett Montgomery are shareholders of the Company.
Messrs, McMahon, Montgomery and Procter are members of the Audit and Risk Management Committee and the Remuneration and Nomination Committee.
Mr. Procter has been a Director since December 2011, Mr. Montgomery was appointed in February 2013, Mr. McMahon was appointed in April 2013 and Mr. Edwards was appointed on 28 May 2021.
ASX Recommendation 2.4: The majority of the Board of a listed entity should be independent Directors.
The Company has adopted this recommendation.
Four of the Company’s six Directors are Independent.
Directors having a conflict of interest in relation to a particular Item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
ASX Recommendation 2.5: The Chair of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.
The Company has not adopted this recommendation.
The Chairperson, Mr. Dew is a non-independent Director. The Directors believe that Mr. Dew is able to, and does, exercise quality independent judgement in the best interests of the Company.
The Company does not currently have a CEO.
ASX Recommendation 2.6: A listed entity should have a program for inducting new Directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.
The Company has adopted this recommendation.
The Nomination and Remuneration Committee has responsibility for the approval and review of induction procedures for new appointees to the Board. The Company Secretary facilitates the application of these procedures.
The Nomination and Remuneration Committee is also responsible for overseeing the provision of adequate professional development opportunities for Directors and management.
The Company has made not made any appointments to the Nomination and Remuneration Committee during the year.
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
ASX Recommendation 3.1: A listed entity should articulate and disclose its values.
The Company has adopted this recommendation.
The Company has established a Statement of Values which is available in the Corporate Governance section of the Company’s website at https://www.tanami.com.au.
ASX Recommendation 3.2: A listed entity should have and disclose a code of conduct for its directors, senior executives and employees, and ensure that the board or a committee of the board is informed of any material breaches of that code.
The Company has adopted this recommendation.
The Company has established a code of conduct that sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from Directors and employees.
A copy of the Company’s code of conduct is available in the Corporate Governance section of the Company's website at https://www.tanami.com.au.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
ASX Recommendation 3.3: A listed entity should have a whistleblower policy; and ensure that the board or a committee of the board is informed of any material incidents reported under that policy.
The Company has adopted this recommendation.
The Company has established a whistleblower policy that sets out the principles covering reporting requirements under the Policy.
A copy of the Company’s whistleblower policy is available in the Corporate Governance section of the Company’s website at https://www.tanami.com.au.
ASX Recommendation 3.4: A listed entity should have an anti-bribery and corruption policy; and ensure that the board or a committee of the board is informed of any material breaches under that policy.
The Company has adopted this recommendation.
The Company has established an anti-bribery and corruption policy that sets out the principles covering reporting requirements under the procedures for reporting any breaches under the policy.
A copy of the Company’s anti-bribery and corruption policy is available in the Corporate Governance section of the Company’s website at https://www.tanami.com.au.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
ASX Recommendation 4.1: The Board of a listed entity should establish an audit committee:
-
With at least three members, all of whom are Non-Executive Directors and a majority of which are independent Directors;
-
• Chaired by an independent Director; and
-
Disclose the Charter of the Committee, the members of the Committee and the number of times the Committee met throughout the period and member attendance at those meetings.
-
Disclose if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.
The Company has adopted this recommendation.
The Board has established an Audit and Risk Management Committee and adopted a charter that sets out the committee’s role and responsibilities, composition, and membership requirements. Currently the three Independent Directors, Mr. Procter (Chair), Mr. McMahon and Mr. Montgomery serve on the Audit and Risk Management Committee.
The role of the Audit and Risk Management Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting, risk management and compliance.
The qualifications of the members of the Audit and Risk Management Committee are set out in the Directors report which forms part of the Annual Financial Statements.
A copy of the charter of the Audit and Risk Management Committee is available in the Corporate Governance section of the Company's website at www.tanami.com.au.
Details of the number of meetings of the Audit and Risk Management Committee, and attendance at those meetings, are set out in the Directors Report.
ASX Recommendation 4.2: The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO, or equivalent, and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
The Company has adopted this recommendation.
The Board receives assurance from the CFO and one of the independent Non-Executive Directors (acting as a member of the Committee of Directors currently overseeing the Company’s operations - the Company does not presently have a CEO) in respect of the financial statements for the half-year ended 31 December 2020 and the full-year ended 30 June 2021. Given the size and nature of the Company’s operations the Board has not received a similar assurance in respect of the quarterly cash flow statements, believing that the provision of the assurance for the half and full year financial statements is sufficient.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2021
ASX Recommendation 4.3: A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.
The Company has adopted this recommendation.
The Company’s continuous disclosure policy discloses the Company’s process regarding releases to the market. The Company’s Continuous Disclosure Policy is available in the Corporate Governance section of the Company’s website at https://www.tanami.com.au.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
ASX Recommendation 5.1: A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1
The Company has adopted this recommendation.
The Company has established a Continuous Disclosure Policy which is designed to guide compliance with ASX Listing Rule disclosure requirements and to ensure that all Directors, Senior Executives and employees of the Company understand their responsibilities under the policy. The Board has designated the Chairman, an Independent Non-Executive Director, and the Company Secretary as the persons responsible for ensuring that this policy is implemented, and that all required price sensitive information is disclosed to the ASX as required.
In accordance with the Company's Continuous Disclosure Policy, all information provided to ASX for release to the market is posted to its website at www.tanami.com.au after ASX confirms an announcement has been made.
A copy of the Continuous Disclosure Policy is available in the Corporate Governance section of the Company's website at https://www.tanami.com.au.
ASX Recommendation 5.2: A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.
The company has adopted this recommendation.
In accordance with the Company’s Disclosure Policy, all material provided to the ASX for release to the market is provided to Directors immediately it is released to the market.
ASX Recommendation 5.3: A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.
The Company has adopted this recommendation.
In accordance with the Company’s Disclosure Policy and Shareholder Communication Policy all substantive investor or analyst presentations will be released on the ASX Market Announcements Platform ahead of any presentation.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020
PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS
ASX Recommendation 6.1: A listed entity should provide information about itself and its governance to investors via its website.
The Company has adopted this recommendation.
The Company’s website at https://www.tanami.com.au contains information about the Company’s projects, Directors and management and the Company’s Corporate Governance practices, policies and charters. All ASX announcements made to the market, including annual and half year financial results are posted on the website as soon as they have been released by the ASX. The full text of all notices of meetings and explanatory material, the Company’s Annual Report and copies of all investor presentations are posted on website.
ASX Recommendation 6.2: A listed entity should have an investor relations program that facilitates effective two-way communication with investors.
The Company has adopted this recommendation.
The Company’s Chairman is the Company’s main contact for investors and potential investors and is available to discuss the Company’s activities when requested. In addition to announcements made in accordance with its continuous disclosure obligations and Shareholder Communications Policy the Company, from time to time, prepares and releases general investor updates about the Company.
Contact with the Company can be made via an email address provided on the website and investors can subscribe to the Company’s mailing list.
ASX Recommendation 6.3: A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.
The Company has adopted this recommendation.
The Company encourages participation of shareholders at any general meetings and its Annual General Meeting each year. Shareholders are encouraged to lodge direct votes or proxies subject to the adoption of satisfactory authentication procedures if they are unable to attend the meeting.
The full text of all notices of meetings and explanatory material are posted on the Company’s website at https://www.tanami.com.au.
ASX Recommendation 6.4: A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided on a poll rather than by a show of hands.
The Company has adopted this recommendation.
In accordance with the Company’s Shareholder Communication Policy all substantive resolutions will be decided on a Poll rather than a show of hands..
ASX Recommendation 6.5: A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security register electronically.
The Company has adopted this recommendation.
Contact with the Company can be made via an email address provided on the website and investors can subscribe to the Company’s mailing list.
The Company’s share register provides a facility whereby investors can provide email addresses to receive correspondence from the Company electronically and investors can contact the share register via telephone, facsimile or email.
The Company’s Shareholder Communications Policy can be found in the Corporate Governance section of the Company’s website at https://www.tanami.com.au
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
ASX Recommendation 7.1: The Board of a listed entity should have a committee to oversee risk:
-
With at least three members, all of whom are Non-Executive Directors and a majority of which are independent Directors;
-
• Chaired by an independent Director; and
-
Disclose the Charter of the Committee, the members of the Committee and the number of times the Committee met throughout the period and member attendance at those meetings.
The Company has adopted this recommendation. The Board has established an Audit and Risk Management Committee.
The Board, collectively, oversees the Company’s risk management systems, practices and procedures to ensure effective risk identification and management and compliance with internal guidelines and external requirements.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020
A copy of the Charter of the Audit and Risk Policy is available in the Corporate Governance section of the Company's website at The Company’s Shareholder Communications Policy can be found in the Corporate Governance section of the Company’s website at https://www.tanami.com.au
ASX Recommendation 7.2: The Board or a committee of the Board, of a listed entity should review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and disclose in relation to each reporting period whether such a review has taken place.
The Company has adopted this recommendation.
The Charter of the Audit and Management Risk Committee provides that the Board will annually review the Company’s risk management framework to ensure that it remains sound.
Given the Company’s small size, the Board collectively oversees the Company’s risk management systems, and keeps them under review.
ASX Recommendation 7.3: A listed entity should disclose if it has an internal audit function , how the function is structed and what role it performs; or if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.
Given the Company’s current small size, and limited level of operations, it does not have an internal audit function. The Board of Directors directly oversees the Company’s risk management systems, and monitors its accounting functions.
ASX Recommendation 7.4: A listed entity should disclose whether it has any material exposure to economic, environmental and social risks and if it does how it manages or intends to manage those risks.
The Company has adopted this recommendation.
The Company has exposure to economic risks, including general economy wide economic risks and risks associated with the economic cycle which impact on the price and demand for minerals, and which may affect sentiment for investment in exploration companies.
Should there be a future requirement for the Company to raise additional funding to pursue its business objectives, the Company’s ability to raise capital may be affected by these economic risks. The Company is alert to the need to manage and minimise its exposure to these economic risks where appropriate.
The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment, which may change from time to time. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to meet the highest standard of environmental responsibility, including compliance with all environmental laws.
The Board currently considers that the Company does not have any material exposure to social sustainability risk. The Company’s Corporate Code of Conduct outlines the Company’s commitment to integrity and fair dealing in its business affairs, and to a duty of care to all employees, clients and stakeholders, including the indigenous landholders. The code sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behavior expected from employees when dealing with stakeholders.
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organisation. The Company continues to monitor its implemented controls as necessary to protect the health and safety of its workforce and their families while ensuring a safe environment to allow activities to continue.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
ASX Recommendation 8.1: The Board of a listed entity should establish a remuneration committee:
-
With at least three members the majority of which are independent Directors;
-
Chaired by an independent Director; and
-
Disclose the Charter of the Committee, the members of the Committee and the number of times the Committee met throughout the period and member attendance at those meetings.
The Company has adopted this recommendation.
The Board has established a Nomination and Remuneration Committee with a Charter that sets out the Committee’s role and responsibilities, composition and membership requirements. Currently Mr. Montgomery (Chair), Mr. McMahon and Mr. Procter, serve on the Nomination and Remuneration Committee.
A copy of the Committee’s Charter is available in the Corporate Governance section of the Company's website at The Company’s Shareholder Communications Policy can be found in the Corporate Governance section of the Company’s website at https://www.tanami.com.au. Details of the number of meetings of the committee, and attendance at those meetings are set out in the Directors Report contained in the Annual Financial Statements.
TANAMI GOLD NL CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020
ASX Recommendation 8.2: A listed entity should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other Senior Executives.
The Company has adopted this recommendation.
ASX Recommendation 8.3: A listed entity which has an equity based remuneration scheme should have a policy on whether participants are permitted to enter intro transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and disclose that policy or a summary of it.
The Company does not have an equity based remuneration scheme and this recommendation is therefore not applicable.
PRINCIPLE 9 : ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.
The Company has adopted this Recommendation.
A copy of the Board Charter is available the Corporate Governance section of the Company’s website at The Company’s Shareholder Communications Policy can be found in the Corporate Governance section of the Company’s website at https:// www.tanami.com.au.
Approved for release by the Board of Directors.
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
TANAMI GOLD NL
| ABN/ARBN 51 000 617 176 |
Financial year ended: |
|---|---|
| 51 000 617 176 | 30 June 2021 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our ☐ https://www.tanami.com.au/company/corporate-governance.html website:
The Corporate Governance Statement is accurate and up to date as at 23 September 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 23 September 2021
Name of authorised officer P Collinson, Company Secretary authorising lodgement:
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
☒and we have disclosed a copy of our board charter at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
☒ |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
☐and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable The Board considers that, due to the current small size and nature of the Company, setting Measurable Objectives for a Diversity Policy is not practical at this time. The Board however is conscious of the benefits diversity can bring and will consider setting Measurable Objectives as the Company increases in size and complexity. |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Due to the size of the Company, performance evaluation of the Board is undertaken by the Board as a whole. The Company will revisit it’s policy on performance evaluations as the Company increases in size. [insert location] |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☐and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and whether a performance evaluation was undertaken for the reporting period. A performance evaluation was undertaken on the Company’s three senior executives during the financial year. |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | |||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.tanami.com.au/company/corporate- governance.html. [insert location] and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which forms part of the Annual Financial Statements. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
☒and we have disclosed our board skills matrix at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☒and we have disclosed the names of the directors considered by the board to be independent directors at: In the Directors’ Report which forms part of the Annual Financial Statements. [insert location] and, where applicable, the information referred to in paragraph (b) at: In the Directors’ Report which forms part of the Annual Financial Statements. [insert location] and the length of service of each director at: In the Directors’ Report which forms part of the Annual Financial Statements. [insert location] |
☐set out in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
☐ |
☒set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable The Chairperson is a non-independent Director. The Directors believe that the Chairperson is able to, and does, exercise quality independent judgement in the best interests of the Company. |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | ☒and we have disclosed our values at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
☒and we have disclosed our code of conduct at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒and we have disclosed our whistleblower policy at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
☒and we have disclosed our anti-bribery and corruption policy at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which forms part of the Annual Financial Statements. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
☐ |
☒set out in our Corporate Governance Statement The Board has received the assurance from the CFO and one of the independent non-executive Directors (acting as a member of the Committee of Directors currently overseeing the Company’s operations as the Company does not presently have a CEO), in respect of the financial statements for the half- year ended 31 December 2021 and the full-year ended 30 June 2021. Given the size and nature of the Company’s operations the Board has not received a similar assurance in respect of the quarterly cashflow statements, believing that the provision of the assurance for the half-year and full-year financial statements is sufficient. |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
☒ |
☐set out in our Corporate Governance Statement |
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒and we have disclosed our continuous disclosure compliance policy at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒ |
☐set out in our Corporate Governance Statement |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
☒ |
☐set out in our Corporate Governance Statement |
| PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
☒and we have disclosed information about us and our governance on our website at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒ |
☐set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒and we have disclosed how we facilitate and encourage participation at meetings of security holders at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒ |
☐set out in our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒ |
☐set out in our Corporate Governance Statement |
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and the information referred to in paragraphs (4) and (5) at: In the Directors Report which forms part of the Financial Statements. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☒and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. |
☐[If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: …………………………………………………………………………….. [insert location] |
☒set out in our Corporate Governance Statement Given the Company’s current size, and the limited level of operations, it does not have an internal audit function. The Board of Directors as a whole directly oversee the Company’s risk management systems and monitor its accounting functions. |
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
☒and we have disclosed whether we have any material exposure to environmental and social risks at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and, if we do, how we manage or intend to manage those risks at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | |||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.tanami.com.au/company/corporate- governance.html [insert location] and the information referred to in paragraphs (4) and (5) at: In the Directors Report which forms part of the Annual Financial Statements. [insert location] [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
☒and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: In the Remuneration Report which forms part of the Annual Financial Statements. [insert location] |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
☐and we have disclosed our policy on this issue or a summary of it at: ……………………………………………………………………… [insert location] |
☐set out in our Corporate Governance StatementOR ☒we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☒and we have disclosed information about the processes in place at: https://www.tanami.com.au/company/corporate- governance.html [insert location] |
☐set out in our Corporate Governance Statement OR ☐we do not have a director in this position and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ |
☐set out in our Corporate Governance StatementOR ☒we are established in Australia and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
☐ |
☐set out in our Corporate Governance StatementOR ☒we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐set out in our Corporate Governance Statement |
Page 14
ASX Listing Rules Appendix 4G (current at 17/7/2020)