TESORO GOLD LTD — Governance Information 2016

Sep 29, 2016

PLUKKA LIMITED ABN 91 106 854 175

CORPORATE GOVERNANCE STATEMENT

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This Corporate Governance Statement issued by Plukka Limited (“ Company ”) sets out the Company's compliance with the third edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Principles and Recommendations ) as at 26 September 2016.

The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website: www.plukka.com/about-plukka/investor

PRINCIPLES AND RECOMMENDATIONS	PRINCIPLES AND RECOMMENDATIONS	COMPLY (Yes/No)	EXPLANATION
1.	Lay solid foundations for managementand oversight
1.1	Companies should disclose: (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.	Yes	The Board is responsible for overseeing the management of the Company’s business and the overall corporate governance. The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out the Board’s composition, roles and responsibilities and the relationship and interaction between the Board and management and the authority delegated by the Board to management and Board committees. The Company has also established a clear delineation between the Board’s responsibility for the Company’s’ strategy and activities, each director of the Company is bound by the Company's charters and policies which clearly outlines the roles and responsibilities of Board Members and management. Please refer to the Board Charter contained in the Corporate Governance Statement.
1.2	Companies should: (a) undertake appropriate checks before appointing a	Yes	The Company has developed a Nomination Committee

	person, or putting forward to security holders a candidate 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.		Charter to guide the Board in discharging its obligations to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise, having regard to the desired composition of the Board and undertake appropriate checks before appointing a person or putting forward to shareholders a new candidate for election, as a director. The Company provides its security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director in accordance with the Nomination Committee Charter. Please refer to the Nomination Committee Charter containedin the Corporate Governance Statement.
1.3	Companies should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	The Company has entered into a written agreement with each director and senior executive setting out the terms of their appointment. Pleaserefer totheNominationCommittee Charter.
1.4	The company secretary should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Yes	The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary works closely with the Chairman to manage the flow of information between the Board, its committees and Senior Executives. Please refer to the Board Charter.
1.5	Companies should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclosethatpolicy ora summary of it; and	Yes	The Company has adopted a Diversity Policy which can be viewed on its website. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to diversity and recognises the benefits arising from employees and board diversity. The Diversity Policy outlines the requirements for the Board

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• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either:

• (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

• (2) 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.

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to develop objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. To assist in fostering diversity, the policy includes the requirement for the Company to take diversity of background into account (in addition to candidates’ skills and experience in a variety of the specified fields) when selecting new Directors, senior management and employees.

The Board is responsible for monitoring Company performance in complying with the Diversity Policy requirements and achieving these objectives in the future as director and senior executive positions become vacant and appropriately qualified candidates become available.

The Board assessed the gender diversity of the Company during FY16 and discloses the following proportions of men and women:

• Whole organisation: 7 men and 14 women;

• Senior Executive Positions: 2 men and 5 women;

• • Board: 4 men and 3 women.

• The Board consider ‘senior executives’ to be those roles which report to the CEO or the Board.

Given the current gender diversity represented in the organisation, the Board do not consider the Company’s operations to be of a nature or size to justify setting further measurable objectives in addition to the diversity strategies required under the Diversity Policy.

Please refer to the Diversity Policy for further details.

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1.6	Companies should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	The Board endeavors to objectively evaluate its own performance and the performance of individual Directors on an annual basis. The Board is responsible for periodically evaluating the performance of the Board, the Chair and each individual Director with such discretionary evaluation techniques as appropriate during each evaluation period. During the reporting period ending 30 June 2016, each Director completed an anonymized performance survey for each of the Board, the Chair and each other Director which assessed performance with regard to the requirements of the Corporate Governance Policies, ASX Corporate Governance Principles and Recommendations and customary best practices.
1.7	Companies should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Yes	The Board is responsible for periodically evaluating the performance of the Senior Executives and may employ such discretionary evaluation techniques as appropriate during each evaluation period. During the reporting period ending 30 June 2016, the Board evaluated the performance of each senior executive against the Company’s operational and financial performance, and the industry expectations of each senior executive’s role. As a result of such evaluation, the Board implemented an organization-wide restructure to improve cost and operational efficiencies (as disclosed in June 2016). As a result, several roles were made redundant or reallocated to other relevant positions. Please refer the Nomination Committee Charter for further information.
2.	Structure the board to add value
2.1	The Board should: (a) have a nomination committee which: (1) has at least three members,a majorityof whom	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Nomination Committee. The Board has adopted

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	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.		a Nomination Committee Charter which describes the role, composition, functions and responsibilities of such a Committee and a Remuneration Policy, which details the remuneration principles the Board is to consider in setting executive and senior management remuneration. Until such time that a separate Nomination Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Nomination Committee Charter and Remuneration Policy (to the extent applicable). The Board oversees the appointment and induction process for Directors and the selection, appointment and succession planning process of the Company’s Managing Director, where relevant. When a vacancy exists or there is a need for a particular skill, the Board, determines the selection criteria that will be applied, with consideration to the Diversity Policy and requirements of the Nomination Committee Charter. The Board will then identify suitable candidates, with assistance from an external consultant if required, and will interview and assess the selected candidates. Please refer to the Nomination Committee Charter.
2.2	Companies 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.	Yes	Having regard to the Company’s business objectives and strategies, the mix of skills, experience and diversity that the Board seeks to maintain in its membership includes: (a) fine jewellery industry experience; (b) e-commerce experience; (c) luxury marketing and brand development experience; and (d) financial literacy and legal and regulatory knowledge. Please refer the Company’s Nomination Committee Charter

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			andDiversityPolicyfor furtherdetails.
2.3	Companies should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Yes	The Board consists four Directors, including: • two independent, non-executive Directors Francis Gouten and Andrew Worland; • one non-independent, non-executive Director, Charly Duffy; and • one executive Director, Natalia Obolensky. Whilst Charly Duffy is independent of the executive functions of the Company, Ms Duffy does not currently qualify as an independent Director under the guidance offered under the ASX Corporate Governance Principles & Recommendations due to her dual role as Company Secretary. The length of services for each director is: • Francis Goutenmacher: appointed 3 December 2015 • Andrew Worland: appointed 8 March 2012 • Charly Duffy: appointed 3 December 2015 • Natalia Obolensky: appointed 29 April 2016
2.4	A majority of the board should be independent directors.	Yes	The Board comprises a majority of independent Directors. The current Board composition includes 2 independent, non- executive Directors, one non-independent, non-executive Director and one executive Director.
2.5	The chair of the board should be an independent director and, in particular, should not be the same person as the CEO.	Yes	Mr Francis Gouten, the Company’s chairman is an Independent Non-Executive Director.
2.6	Companies should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	The Board has induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. Please refer to the Nomination Committee Charter.
3	Act ethically and responsibly
3.1	Companies should:	Yes	The Board has adopted a Code of Conduct Policyto be

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	(a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.		followed by all employees and officers (including Directors). Please see the Corporate Code of Conduct available at www.plukka.com/about-plukka/investor/.
4	Safeguard integrity in corporate reporting
4.1	The board 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 engagementpartner.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Audit Committee. The Board has adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities of such a Committee and until such time that a separate Audit Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent applicable). Please refer to the Audit and Risk Committee Charter for details as to 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.
4.2	The board 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	Yes	The Board ensures that, before it approves the entity’s financial statements for a financial period, it receives declarations from the Chief Executive Officer and/or Chief Financial Officer, or such persons as required under the Corporations Act to provide such a declaration, that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements complywith the appropriate accountingstandards andgive

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	of risk management and internal control which is operating effectively.		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.
4.3	Companies should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	Yes	The Board is responsible for ensuring that the external auditor attends the Annual General Meeting of the Company and is available to answer questions from shareholders of the Company relevant to the audit. Please refer to the Shareholder Communications Strategy set out in the Corporate Governance Plan at www.plukka.com/about-plukka/investor/.
5	Make timely and balanced disclosure
5.1	Companies should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	Yes	The Company has adopted a Continuous Disclosure Policy to ensure compliance with its continuous disclosure obligations under the Listing Rules. The Policy establishes procedures that seek to ensure that Directors and management are aware of, and fulfil, their obligations in relation to the timely disclosure of material price-sensitive information. Please refer to the Continuous Disclosure Policy.
6	Respect the rights of security holders
6.1	Companies should provide information about itself and its governance to investors via its website.	Yes	Information regarding the Company, its business and its governance is available on its website: www.plukka.com/about-plukka/investor/.

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6.2	Companies should design and implement an investor relations program to facilitate effective two-way communication with investors.	Yes	The Board has adopted the Shareholder Communications Strategy (available on the Company’s website: www.plukka.com/about-plukka/investor/)which seeks to ensure that all material information regarding the Company is disclosed in accordance with the ASX Listing Rules and that there is an effective two-way communication process between the Company and investors. Please refer to the Shareholder Communications Strategy for further details.
6.3	Companies should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	Yes	The Company’s Shareholder Communications Strategy establishes procedures to encourage effective participation at general meetings of the Company. Please refer to the Shareholder Communications Policy available at the website:http://www.plukka.com/about- plukka/investor/
6.4	Companies should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Yes	The Company’s Shareholder Communications Strategy ensures that Shareholders are able to access information relevant to their shareholding in the Company via periodic mail-outs and, in addition, allows shareholders to elect to receive email communications. Please refer to the Shareholder Communications Strategy for further information.
7	Recognise and manage risk
7.1	Companies 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 byan independent director,	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Risk Committee. The Board has adopted an Audit and Risk Committee Charter which describes the role, composition, functions and responsibilities that such a Committee would typically be charge with and until such

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	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.		time that a separate Risk Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Audit and Risk Committee Charter (to the extent applicable). Please refer to the Audit and Risk Committee Charter and Risk Management Policy for details as to the processes it employs to oversee the entity’s risk management framework.
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 (b) disclose, in relation to each reporting period, whether such a review has taken place.	Yes	The Board is responsible for reviewing the Company’s risk management framework to ensure that such measures continue to be sound and appropriate for the Company’s risk appetite and growth objectives. Reviews of the risk management framework may occur more or less frequently than annually as necessitated by changes in the Company and its operating environment. The Board conducted a risk assessment of the Company’s risks generally, and the risk management framework in place to address such risks, in June 2016.
7.3	Companies 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 risk management and internal control processes	Yes	The Company does not currently have an internal audit function. The Board considers the processes employed pursuant to the Audit and Risk Committee Charter and Risk Management Policy are sufficient for evaluating, and continually improving, the effectiveness of its risk management and internal control processes given the size and complexity of the Company’s business. Please refer to the Company’s Audit and Risk Committee

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			Charter and the Risk Management Policy for further information.
7.4	Companies should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	Yes	Like all of the Company’s competitors, the Company’s performance is exposed to fluctuations in demand in the fine jewellery industry, however, the Board considers the Company’s strategy to focus on global, online distribution mitigates these industry risks to the extent reasonably possible. The Board do not consider there to be any other material exposure to economic, environmental or social sustainabilityrisks.
8	Remunerate fairly and responsibly
8.1	Companies 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.	Yes	Neither the Board, nor the Company’s operations, is currently of a size or complexity to justify the formation of a separate Remuneration Committee. The Board has adopted a Nomination & Remuneration Committee Charter which describes the role, composition, functions and responsibilities that such a Committee would typically be charged with and a Remuneration Policy which sets out the principles to be applied when setting executive and senior management remuneration. Until such time that a separate Remuneration Committee is constituted, the Board remains responsible for such matters and will discharge its responsibilities in accordance with the Nomination & Remuneration Committee Charter and Remuneration Policy (to the extent applicable). Please refer to the Nomination & Remuneration Committee Charter and Remuneration Policy for details.
8.2	Companies should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Yes	The Company’s Remuneration Policy separately discloses its policies and practices regarding the remuneration of Non- Executive Directors and the remuneration of executive directors and other senior executives.

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			Please see the Remuneration Policy.
8.3	A company 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) disclosethatpolicy ora summary of it.	N/A	As at the date of this Statement, the Company does not have an equity based remuneration scheme in place.

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