TIDMRMP
RNS Number : 1729L
Red Emperor Resources NL
29 September 2016
29 September 2016
Red Emperor Resources NL ("Red Emperor")
Appendix 4G and Corporate Governance Statement
The Company announces that an Appendix 4G (Key to Disclosures:
Corporate Governance Council Principles and Recommendations) and
2016 Corporate Governance Statement set out below, have been
released today and are also available on the Company's website at
http://redemperorresources.com/corporate-governance/.
For further information please visit www.redemperorresources.com
or contact:
Red Emperor
Greg Bandy +61 8 9212 0102
Grant Thornton UK LLP
Philip Secrett/Jen Clarke/Jamie Barklem +44 20 7383 5100
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
------------------------------
Red Emperor Resources NL
------------------------------
ABN / ARBN: Financial year ended:
------------------------ ----------------------
ABN 99 124 734 961 30 June 2016
------------------------ ----------------------
Our corporate governance statement(1) for the above period above
can be found at:(2)
These pages of our
annual report:
This URL on our website: redemperorresources.com
The Corporate Governance Statement is accurate and up to date as
at 29 September 2016 and has been approved by the board.
[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.
[2] Mark whichever option is correct and then complete the page
number(s) of the annual report, or the URL of the web page, where
the entity's corporate governance statement can be found. You can,
if you wish, delete the option which is not applicable.
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.
The annexure includes a key to where our corporate governance
disclosures can be located.
Date: 29 September 2016
Name of Director or Secretary Aaron Bertolatti - Company Secretary
authorising lodgement::
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the We have NOT followed the
recommendation recommendation
in full for the whole of the in full for the whole of the
period period
above. We have disclosed ... above. We have disclosed ...(3)
-------------------------------------------- ----------------------------------- -----------------------------------
Principle 1 - Lay solid foundations for management and oversight
----------------------------------------------------------------------------------------------------------------------
1.1 A listed entity should disclose: ... the fact that we follow this an explanation why that is so
(a) the respective roles and recommendation: in our Corporate Governance
responsibilities of its board in our Corporate Governance Statement
and management; and Statement OR
(b) those matters expressly reserved OR we are an externally managed
to the board and those delegated at [insert location] entity and this recommendation
to management. ... and information about the is therefore not applicable
respective roles and
responsibilities
of our board and management
(including
those matters expressly reserved
to the board and those delegated
to management):
at
http://www.redemperorresources.com
/
---- -------------------------------------- ----------------------------------- -----------------------------------
1.2 A listed entity should: ... the fact that we follow this an explanation why that is so
(a) undertake appropriate checks recommendation: in our Corporate Governance
before appointing a person, or in our Corporate Governance Statement
putting forward to security holders Statement OR
a candidate for election, as OR we are an externally managed
a director; and at [insert location] entity and this recommendation
(b) provide security holders is therefore not applicable
with all material information
in its possession relevant to
a decision on whether or not
to elect or re-elect a director.
---- -------------------------------------- ----------------------------------- -----------------------------------
1.3 A listed entity should have a ... the fact that we follow this an explanation why that is so
written agreement with each director recommendation: in our Corporate Governance
and senior executive setting in our Corporate Governance Statement
out the terms of their appointment. Statement OR
OR we are an externally managed
at [insert location] entity and this recommendation
is therefore not applicable
---- -------------------------------------- ----------------------------------- -----------------------------------
1.4 The company secretary of a listed ... the fact that we follow this an explanation why that is so
entity should be accountable recommendation: in our Corporate Governance
directly to the board, through in our Corporate Governance Statement
the chair, on all matters to Statement OR
do with the proper functioning OR we are an externally managed
of the board. at [insert location] entity and this recommendation
is therefore not applicable
---- -------------------------------------- ----------------------------------- -----------------------------------
1.5 A listed entity should: ... the fact that we have a an explanation why that is so
(a) have a diversity policy diversity in our Corporate Governance
which policy that complies with Statement
includes requirements for the paragraph OR
board or a relevant committee (a): we are an externally managed
of the board to set measurable in our Corporate Governance entity and this recommendation
objectives for achieving Statement is therefore not applicable
gender OR
diversity and to assess at [insert location]
annually ... and a copy of our diversity
both the objectives and the policy or a summary of it:
entity's at
progress in achieving them; http://www.redemperorresources.com
(b) disclose that policy or a ... and the measurable objectives
summary of it; and for achieving gender diversity
(c) disclose as at the end of set by the board or a relevant
each reporting period the committee of the board in
measurable accordance
objectives for achieving with our diversity policy and
gender our progress towards achieving
diversity set by the board or them:
a relevant committee of the in our Corporate Governance
board Statement
in accordance with the OR
entity's at [insert location]
diversity policy and its ... and the information referred
progress to in paragraphs (c)(1) or (2):
towards achieving them and in our Corporate Governance
either: Statement
(1) the respective proportions OR
of men and women on the board, at [insert location]
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.
---- -------------------------------------- ----------------------------------- -----------------------------------
1.6 A listed entity should: ... the evaluation process an explanation why that is so
(a) have and disclose a process referred in our Corporate Governance
for periodically evaluating the to in paragraph (a): Statement
performance of the board, its in our Corporate Governance OR
committees and individual directors; Statement we are an externally managed
and OR entity and this recommendation
(b) disclose, in relation to at [insert location] is therefore not applicable
each reporting period, whether ... and the information referred
a performance evaluation was to in paragraph (b):
undertaken in the reporting period in our Corporate Governance
in accordance with that process. Statement
OR
at [insert location]
---- -------------------------------------- ----------------------------------- -----------------------------------
1.7 A listed entity should: ... the evaluation process an explanation why that is so
(a) have and disclose a process referred in our Corporate Governance
for periodically evaluating the to in paragraph (a): Statement
performance of its senior executives; in our Corporate Governance OR
and Statement we are an externally managed
(b) disclose, in relation to OR entity and this recommendation
each reporting period, whether at [insert location] is therefore not applicable
a performance evaluation was ... and the information referred
undertaken in the reporting period to in paragraph (b):
in accordance with that process. in our Corporate Governance
Statement
OR
at [insert location]
---- -------------------------------------- ----------------------------------- -----------------------------------
Principle 2 - Structure the board to add value
----------------------------------------------------------------------------------------------------------------------
2.1 The board of a listed entity [If the entity complies with an explanation why that is so
should: paragraph in our Corporate Governance
(a) have a nomination (a):] Statement
committee ... the fact that we have a OR
which: nomination we are an externally managed
(1) has at least three committee that complies with entity and this recommendation
members, paragraphs is therefore not applicable
a majority of whom are (1) and (2):
independent in our Corporate Governance
directors; and Statement
(2) is chaired by an OR
independent at [insert location]
director, ... and a copy of the charter
and disclose: of the committee:
(3) the charter of the at [insert location]
committee; ... and the information referred
(4) the members of the to in paragraphs (4) and (5):
committee; in our Corporate Governance
and Statement
(5) as at the end of each OR
reporting at [insert location]
period, the number of times [If the entity complies with
the committee met throughout paragraph
the period and the (b):]
individual ... the fact that we do not have
attendances of the members a nomination committee and the
at processes we employ to address
those meetings; or board succession issues and to
(b) if it does not have a ensure that the board has the
nomination appropriate balance of skills,
committee, disclose that knowledge, experience,
fact independence
and the processes it employs and diversity to enable it to
to address board succession discharge its duties and
issues and to ensure that responsibilities
the effectively:
board has the appropriate in our Corporate Governance
balance Statement
of skills, knowledge, OR
experience, at [insert location]
independence and diversity
to
enable it to discharge its
duties
and responsibilities
effectively.
------- ----------------------------------- ----------------------------------- -----------------------------------
2.2 A listed entity should have ... our board skills matrix: an explanation why that is so
and disclose a board skills in our Corporate Governance in our Corporate Governance
matrix setting out the mix of Statement Statement
skills and diversity that the OR OR
board currently has or is looking at [insert location] we are an externally managed
to achieve in its membership. entity and this recommendation
is therefore not applicable
------- ----------------------------------- ----------------------------------- -----------------------------------
2.3 A listed entity should disclose: ... the names of the directors an explanation why that is so
(a) the names of the directors considered by the board to be in our Corporate Governance
considered by the board to be independent directors: Statement
independent directors; in our Corporate Governance
(b) if a director has an interest, Statement
position, association or OR
relationship at Annual Report 2016 -
of the type described in Box http://www.redemperorresources.com
2.3 but the board is of the ... and, where applicable, the
opinion that it does not information referred to in
compromise paragraph
the independence of the director, (b):
the nature of the interest, in our Corporate Governance
position, association or Statement
relationship OR
in question and an explanation at Annual Report 2016 -
of why the board is of that http://www.redemperorresources.com
opinion; and /
(c) the length of service of ... and the length of service
each director. of each director:
in our Corporate Governance
Statement
OR
at Annual Report 2016 -
http://www.redemperorresources.com
------- ----------------------------------- ----------------------------------- -----------------------------------
2.4 A majority of the board of a ... the fact that we follow this an explanation why that is so
listed entity should be recommendation: in our Corporate Governance
independent in our Corporate Governance Statement
directors. Statement OR
OR we are an externally managed
at [insert location] entity and this recommendation
is therefore not applicable
------- ----------------------------------- ----------------------------------- -----------------------------------
2.5 The chair of the board of a ... the fact that we follow this an explanation why that is so
listed entity should be an recommendation: in our Corporate Governance
independent in our Corporate Governance Statement
director and, in particular, Statement OR
should not be the same person OR we are an externally managed
as the CEO of the entity. at [insert location] entity and this recommendation
is therefore not applicable
------- ----------------------------------- ----------------------------------- -----------------------------------
2.6 A listed entity should have ... the fact that we follow this an explanation why that is so
a program for inducting new recommendation: in our Corporate Governance
directors and provide appropriate in our Corporate Governance Statement
professional development Statement OR
opportunities OR we are an externally managed
for directors to develop and at [insert location] entity and this recommendation
maintain the skills and knowledge is therefore not applicable
needed to perform their role
as directors effectively.
------- ----------------------------------- ----------------------------------- -----------------------------------
Principle 3 - ACT ethicalLY and responsiblY
----------------------------------------------------------------------------------------------------------------------
3.1 A listed entity should: ... our code of conduct or a an explanation why that is so
(a) have a code of conduct for summary in our Corporate Governance
its directors, senior executives of it: Statement
and employees; and in our Corporate Governance
(b) disclose that code or a Statement
summary of it. OR
at
http://www.redemperorresources.com
/
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Principle 4 - Safeguard integrity in CORPORATE reporting
----------------------------------------------------------------------------------------------------------------------
4.1 The board of a listed entity [If the entity complies with an explanation why that is so
should: paragraph in our Corporate Governance
(a) have an audit committee (a):] Statement
which: ... the fact that we have an audit
(1) has at least three committee that complies with
members, paragraphs
all of whom are (1) and (2):
non-executive in our Corporate Governance
directors and a majority of Statement
whom are independent OR
directors; at [insert location]
and ... and a copy of the charter
(2) is chaired by an of the committee:
independent at [insert location]
director, who is not the ... and the information referred
chair to in paragraphs (4) and (5):
of the board, in our Corporate Governance
and disclose: Statement
(3) the charter of the OR
committee; at [insert location]
(4) the relevant [If the entity complies with
qualifications paragraph
and experience of the (b):]
members ... the fact that we do not have
of the committee; and an audit committee and the
(5) in relation to each processes
reporting we employ that independently
period, the number of times verify
the committee met throughout and safeguard the integrity of
the period and the our corporate reporting, including
individual the processes for the appointment
attendances of the members and removal of the external
at auditor
those meetings; or and the rotation of the audit
(b) if it does not have an engagement partner:
audit in our Corporate Governance
committee, disclose that Statement
fact OR
and the processes it employs at Annual Report 2016
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 of a listed entity ... the fact that we follow this an explanation why that is so
should, before it approves the recommendation: in our Corporate Governance
entity's financial statements in our Corporate Governance Statement
for a financial period, receive Statement
from its CEO and CFO a declaration OR
that, in their opinion, the at [insert location]
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.
------- ----------------------------------- ----------------------------------- -----------------------------------
4.3 A listed entity that has an ... the fact that we follow this an explanation why that is so
AGM should ensure that its recommendation: in our Corporate Governance
external in our Corporate Governance Statement
auditor attends its AGM and Statement OR
is available to answer questions OR we are an externally managed
from security holders relevant at entity that does not hold an
to the audit. annual
general meeting and this
recommendation
is therefore not applicable
------- ----------------------------------- ----------------------------------- -----------------------------------
Principle 5 - Make timely and balanced disclosure
----------------------------------------------------------------------------------------------------------------------
5.1 A listed entity should: ... our continuous disclosure an explanation why that is so
(a) have a written policy for compliance policy or a summary in our Corporate Governance
complying with its continuous of it: Statement
disclosure obligations under in our Corporate Governance
the Listing Rules; and Statement
(b) disclose that policy or OR
a summary of it. at
http://www.redemperorresources.com
------- ----------------------------------- ----------------------------------- -----------------------------------
Principle 6 - Respect the rights of sECURITY holders
----------------------------------------------------------------------------------------------------------------------
6.1 A listed entity should provide ... information about us and our an explanation why that is so
information about itself and governance on our website: in our Corporate Governance
its governance to investors at Statement
via its website. http://www.redemperorresources.com
------- ----------------------------------- ----------------------------------- -----------------------------------
6.2 A listed entity should design ... the fact that we follow this an explanation why that is so
and implement an investor recommendation: in our Corporate Governance
relations in our Corporate Governance Statement
program to facilitate effective Statement
two-way communication with OR
investors. at [insert location]
------- ----------------------------------- ----------------------------------- -----------------------------------
6.3 A listed entity should disclose ... our policies and processes an explanation why that is so
the policies and processes it for facilitating and encouraging in our Corporate Governance
has in place to facilitate and participation at meetings of Statement
encourage participation at security OR
meetings holders: we are an externally managed
of security holders. in our Corporate Governance entity that does not hold
Statement periodic
OR meetings of security holders
at [insert location] and
this recommendation is
therefore
not applicable
------- ----------------------------------- ----------------------------------- -----------------------------------
6.4 A listed entity should give ... the fact that we follow this an explanation why that is so
security holders the option recommendation: in our Corporate Governance
to receive communications from, in our Corporate Governance Statement
and send communications to, Statement
the entity and its security OR
registry electronically. at [insert location]
------- ----------------------------------- ----------------------------------- -----------------------------------
Principle 7 - RECOGNISE AND MANAGE RISK
----------------------------------------------------------------------------------------------------------------------
7.1 The board of a listed entity [If the entity complies with an explanation why that is so
should: paragraph in our Corporate Governance
(a) have a committee or (a):] Statement
committees ... the fact that we have a
to oversee risk, each of committee
which: or committees to oversee risk
(1) has at least three that comply with paragraphs (1)
members, and (2):
a majority of whom are in our Corporate Governance
independent Statement
directors; and OR
(2) is chaired by an at [insert location]
independent ... and a copy of the charter
director, of the committee:
and disclose: at [insert location]
(3) the charter of the ... and the information referred
committee; to in paragraphs (4) and (5):
(4) the members of the in our Corporate Governance
committee; Statement
and OR
(5) as at the end of each at [insert location]
reporting [If the entity complies with
period, the number of times paragraph
the committee met throughout (b):]
the period and the ... the fact that we do not have
individual a risk committee or committees
attendances of the members that satisfy (a) and the processes
at we employ for overseeing our risk
those meetings; or management framework:
(b) if it does not have a in our Corporate Governance
risk Statement
committee or committees that OR
satisfy (a) above, disclose at
that fact and the processes http://www.redemperorresources.com
it employs for overseeing
the
entity's risk management
framework.
------- ----------------------------------- ----------------------------------- -----------------------------------
7.2 The board or a committee of ... the fact that board or a an explanation why that is so
the board should: committee in our Corporate Governance
(a) review the entity's risk of the board reviews the entity's Statement
management framework at least risk management framework at least
annually to satisfy itself that annually to satisfy itself that
it continues to be sound; and it continues to be sound:
(b) disclose, in relation to in our Corporate Governance
each reporting period, whether Statement
such a review has taken place. OR
at [insert location]
... and that such a review has
taken place in the reporting
period
covered by this Appendix 4G:
in our Corporate Governance
Statement
OR
at [insert location]
------- ----------------------------------- ----------------------------------- -----------------------------------
7.3 A listed entity should disclose: [If the entity complies with an explanation why that is so
(a) if it has an internal audit paragraph in our Corporate Governance
function, how the function is (a):] Statement
structured and what role it ... how our internal audit
performs; or function
(b) if it does not have an is structured and what role it
internal performs:
audit function, that fact and in our Corporate Governance
the processes it employs for Statement
evaluating and continually OR
improving at [insert location]
the effectiveness of its risk [If the entity complies with
management and internal control paragraph
processes. (b):]
... the fact that we do not have
an internal audit function and
the processes we employ for
evaluating
and continually improving the
effectiveness of our risk
management
and internal control processes:
in our Corporate Governance
Statement
OR
at
http://www.redemperorresources.com
------- ----------------------------------- ----------------------------------- -----------------------------------
7.4 A listed entity should disclose ... whether we have any material an explanation why that is so
whether it has any material exposure to economic, in our Corporate Governance
exposure to economic, environmental Statement
environmental and social sustainability risks
and social sustainability risks and, if we do, how we manage or
and, if it does, how it manages intend to manage those risks:
or intends to manage those risks. in our Corporate Governance
Statement
OR
at [insert location]
------- ----------------------------------- ----------------------------------- -----------------------------------
Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
----------------------------------------------------------------------------------------------------------------------
8.1 The board of a listed entity [If the entity complies with an explanation why that is so
should: paragraph in our Corporate Governance
(a) have a remuneration (a):] Statement
committee ... the fact that we have a OR
which: remuneration we are an externally managed
(1) has at least three committee that complies with entity and this recommendation
members, paragraphs is therefore not applicable
a majority of whom are (1) and (2):
independent in our Corporate Governance
directors; and Statement
(2) is chaired by an OR
independent at [insert location]
director, ... and a copy of the charter
and disclose: of the committee:
(3) the charter of the at [insert location]
committee; ... and the information referred
(4) the members of the to in paragraphs (4) and (5):
committee; in our Corporate Governance
and Statement
(5) as at the end of each OR
reporting at [insert location]
period, the number of times [If the entity complies with
the committee met throughout paragraph
the period and the (b):]
individual ... the fact that we do not have
attendances of the members a remuneration committee and the
at processes we employ for setting
those meetings; or the level and composition of
(b) if it does not have a remuneration
remuneration for directors and senior
committee, disclose that executives
fact and ensuring that such
and the processes it employs remuneration
for setting the level and is appropriate and not excessive:
composition in our Corporate Governance
of remuneration for Statement
directors OR
and senior executives and at [insert location]
ensuring
that such remuneration is
appropriate
and not excessive.
------- ----------------------------------- ----------------------------------- -----------------------------------
8.2 A listed entity should separately ... separately our remuneration an explanation why that is so
disclose its policies and policies and practices regarding in our Corporate Governance
practices the remuneration of non-executive Statement
regarding the remuneration of directors and the remuneration OR
non-executive directors and of executive directors and other we are an externally managed
the remuneration of executive senior executives: entity and this recommendation
directors and other senior in our Corporate Governance is therefore not applicable
executives. Statement
OR
at Annual Report 2016
------- ----------------------------------- ----------------------------------- -----------------------------------
8.3 A listed entity which has an ... our policy on this issue or an explanation why that is so
equity-based remuneration scheme a summary of it: in our Corporate Governance
should: in our Corporate Governance Statement
(a) have a policy on whether Statement OR
participants are permitted to OR w e do not have an equity-based
enter into transactions (whether at [insert location] remuneration scheme and this
through the use of derivatives recommendation
or otherwise) which limit the is therefore not applicable OR
economic risk of participating we are an externally managed
in the scheme; and entity and this recommendation
(b) disclose that policy or is therefore not applicable
a summary of it.
------- ----------------------------------- ----------------------------------- -----------------------------------
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
----------------------------------------------------------------------------------------------------------------------
- Alternative to Recommendation ... the information referred to an explanation why that is so
1.1 for externally managed listed in paragraphs (a) and (b): in our Corporate Governance
entities: in our Corporate Governance Statement
The responsible entity of an Statement
externally managed listed entity OR
should disclose: at [insert location]
(a) the arrangements between
the responsible entity and the
listed entity for managing the
affairs of the listed entity;
(b) the role and responsibility
of the board of the responsible
entity for overseeing those
arrangements.
------- ----------------------------------- ----------------------------------- -----------------------------------
- Alternative to Recommendations ... the terms governing our an explanation why that is so
8.1, 8.2 and 8.3 for externally remuneration in our Corporate Governance
managed listed entities: as manager of the entity: Statement
An externally managed listed in our Corporate Governance
entity should clearly disclose Statement
the terms governing the OR
remuneration at [insert location]
of the manager.
------- ----------------------------------- ----------------------------------- -----------------------------------
[3]If you have followed all of the Council's recommendations in
full for the whole of the period above, you can, if you wish,
delete this column from the form and re-format it.
Corporate Governance Statement 2016
The Board of Directors of Red Emperor Resources NL (Company) is
responsible for the corporate governance of the Company. The Board
guides and monitors the Company's business on behalf of its
shareholders.
The Company and its Board continue to be fully committed to
achieving and demonstrating the highest standards of accountability
and transparency in their reporting and see the continued
development of the Company's corporate governance policies and
practices as fundamental to the Company's successful growth.
To the extent applicable, in light of the Company's size and
nature, the Board has adopted The Corporate Governance Principles
and Recommendations (Third Edition) as published by ASX Corporate
Governance Council (Recommendations). However, the Board also
recognises that full adoption of the Recommendations may not be
practical or provide the optimal result given the particular
circumstances of the Company.
The Company's full Corporate Governance Plan is available from
the Company's website. Information published on the Company's
website includes a copy of this corporate governance statement.
Recommendation Comment
=============================================================== =====================================================
Principle 1: Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board
and management and how their performance is monitored and evaluated.
======================================================================================================================
1.1 A listed entity should disclose: The Board has the following specific
(a) the respective roles and responsibilities responsibilities:
of its board and management; and (a) appointment of the Chief Executive
(b) those matters expressly reserved to the Officer
board and those delegated to management. / Managing Director and other senior
executives
and the determination of their terms and
conditions
including remuneration and termination;
(b) driving the strategic direction of the
Company,
ensuring appropriate resources are
available to
meet objectives and monitoring management's
performance;
(c) reviewing and ratifying systems of risk
management
and internal compliance and control, codes
of conduct
and legal compliance;
(d) approving and monitoring the progress
of major
capital expenditure, capital management and
significant
acquisitions and divestitures;
(e) approving and monitoring the budget and
the
adequacy and integrity of financial and
other reporting;
(f) approving the annual, half yearly and
quarterly
accounts;
(g) approving significant changes to the
organisational
structure;
(h) approving the issue of any shares,
options,
equity instruments or other securities in
the Company
(subject to compliance with the ASX Listing
Rules
if applicable);
(i) ensuring a high standard of corporate
governance
practice and regulatory compliance and
promoting
ethical and responsible decision making;
(j) recommending to shareholders the
appointment
of the external auditor as and when their
appointment
or re-appointment is required to be
approved by
them (in accordance with the ASX Listing
Rules
if applicable); and
(k) meeting with the external auditor, at
their
request, without management being present.
The Board delegates responsibility for the
Company's
day-to-day operations and administration to
the
Chief Executive Officer / Managing
Director.
The responsibility for undertaking and
assessing
risk management and internal control
effectiveness
is delegated to management. Management is
required
to assess risk management and associated
internal
compliance and control procedures and
report back
quarterly to the Board.
==== ========================================================= =====================================================
1.2 A listed entity should: In appointing new members to the Board,
(a) undertake appropriate checks before appointing consideration
a person, or putting forward to security holders is given to the ability of the appointee to
a candidate for election, as a director; and contribute
(b) provide security holders with all material to the ongoing effectiveness of the Board, to
information in its possession relevant to a exercise
decision on whether or not to elect or re-elect sound business judgement, to commit the necessary
a director. time to fulfil the requirements of the role
effectively
and to contribute to the development of the
strategic
direction of the Company.
Prior to appointing a new member to the Board or
putting forward a candidate to shareholders for
election as a director, the Board undertakes
appropriate
checks including making enquiries of any:
(a) criminal history;
(b) history of fraud, dishonesty, misrepresentation,
concealment of material facts or breach of duty;
and
(c) history of personal bankruptcy or any
involvement
in companies that have gone into administration
due to insolvency,
and provides shareholders with all material
information
in its possession relevant to a decision on whether
or not to elect or re-elect a director.
==== ========================================================= =====================================================
1.3 A listed entity should have a written agreement The Board's charter requires that each Board member
with each director and senior executive setting and each senior executive must enter into a written
out the terms of their appointment. agreement with the Company setting out the terms
of their appointment.
==== ========================================================= =====================================================
1.4 The company secretary of a listed entity should The Company Secretary is to provide advice to the
be accountable directly to the board, through Board on corporate governance matters, the
the chair, on all matters to do with the proper application
functioning of the board. of the Company's Constitution, the ASX Listing
Rules and applicable other laws.
When requested by the Board, the Company Secretary
will facilitate the flow of information of the
Board, between the Board and its Committees and
between senior executives and non-executive
Directors.
==== ========================================================= =====================================================
1.5 A listed entity should: The Company's diversity policy provides a framework
(a) have a diversity policy which for the Company to achieve:
includes requirements (a) a diverse and skilled workforce, leading to
for the board or a relevant committee continuous improvement in service delivery and
of the achievement of corporate goals;
board to set measurable objectives for (b) a workplace culture characterised by inclusive
achieving practices and behaviours for the benefit of all
gender diversity and to assess staff;
annually both (c) improved employment and career development
the objectives and the entity's opportunities for women;
progress in (d) a work environment that values and utilises
achieving them; the contributions of employees with diverse
(b) disclose that policy or a summary backgrounds,
of it; experiences and perspectives through improved
and awareness
(c) disclose as at the end of each of the benefits of workforce diversity and
reporting successful
period the measurable objectives for management of diversity; and
achieving (e) awareness in all staff of their rights and
gender diversity set by the board or a responsibilities with regards to fairness, equity
relevant and respect for all aspects of diversity,
committee of the board in accordance (collectively, the Objectives).
with the The Board is responsible for developing measurable
entity's diversity policy and its objectives and strategies to meet the Objectives
progress towards of the diversity policy (Measurable Objectives)
achieving them, and either: and monitoring the progress of the Measurable
(1) the respective proportions of men Objectives
and women through the monitoring, evaluation and reporting
on the board, in senior executive mechanisms listed below. The Board may also set
positions Measurable Objectives for achieving gender diversity
and across the whole organisation and monitor their achievement.
(including The Board will conduct all Board appointment
how the entity has defined "senior processes
executive" in a manner that promotes gender diversity,
for these purposes); or including
(2) if the entity is a "relevant establishing a structured approach for identifying
employer" under a pool of candidates, using external experts where
the Workplace Gender Equality Act, the necessary.
entity's The Company's diversity strategies include:
most recent "Gender Equality (a) recruiting from a diverse pool of candidates
Indicators", as for all positions, including senior management
defined in and published under that and the Board;
Act. (b) reviewing succession plans to ensure an
appropriate
focus on diversity;
(c) identifying specific factors to take account
of in recruitment and selection processes to
encourage
diversity;
(d) developing programs to develop a broader pool
of skilled and experienced senior management and
Board candidates, including, workplace development
programs, mentoring programs and targeted training
and development;
(e) developing a culture which takes account of
domestic responsibilities of employees; and
(f) any other strategies the Board develops from
time to time.
The Company has not formally established measurable
objectives for achieving gender diversity given
the current stage of its operations and number
of employees.
The Company has however adopted a Diversity Policy
which outlines the Company's objectives in the
provision of equal opportunities in respect of
employment and employment conditions. The Diversity
Policy is available on the Company's website. The
Company will review the requirement to set and
report on measurable objectives for achieving gender
diversity as the Company's operations and employee
numbers grow.
==== ========================================================= =====================================================
1.6 A listed entity should: The Board is currently responsible for the
(a) have and disclose a process for periodically performance
evaluating the performance of the board, its evaluation of individual Directors on an annual
committees and individual directors; and basis. To assist in this process an independent
(b) disclose, in relation to each reporting adviser may be used.
period, whether a performance evaluation was The Board will disclose, in relation to each
undertaken in the reporting period in accordance reporting
with that process. period, whether a performance evaluation was
undertaken.
It is envisaged that once the Company is of a
sufficient
size to establish a nomination committee, that
committee will be responsible for arranging the
performance evaluation of the board, its committees
and individual directors on behalf of the Board.
==== ========================================================= =====================================================
1.7 A listed entity should: The Board is currently responsible for the
(a) have and disclose a process for periodically performance
evaluating the performance of its senior executives; evaluation of the Company's senior executives.
and Once the Company is of a sufficient size to
(b) disclose, in relation to each reporting establish
period, whether a performance evaluation was a remuneration committee, the remuneration committee
undertaken in the reporting period in accordance will oversee the performance evaluation of the
with that process. executive team. This evaluation will be 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. The Board will
disclose,
in relation to each reporting period, whether a
performance evaluation of the senior executive
team was undertaken.
==== ========================================================= =====================================================
Principle 2: Structure the Board to add value
A listed entity should have a board of an appropriate size, composition, skills and commitment to
enable it to discharge its duties effectively.
======================================================================================================================
2.1 The board of a listed entity should: The Board is not currently of a sufficient size
(a) have a nomination committee which: and structure to establish a nomination committee.
(1) has at least three members, a majority of At present, the full Board carries out the duties
whom are independent directors; and that would ordinarily be assigned to a nomination
(2) is chaired by an independent director, committee under the written terms of reference
(3) and disclose: for that committee.
(4) the charter of the committee; The Board is responsible for the appointment of
(5) the members of the committee; and the Chief Executive Officer / Managing Director
(6) as at the end of each reporting period, and other senior executives and the determination
the number of times the committee met of their terms and conditions including remuneration
throughout and termination.
the period and the individual attendances of
the members at those meetings; or The Board regularly reviews the composition of
(b) if it does not have a nomination committee, the Board to ensure the appropriate mix of skills
disclose that fact and the processes it employs and expertise is present to facilitate successful
to address board succession issues and to strategic direction.
ensure As the Company grows in size, it is planned that
that the board has the appropriate balance of the Company will establish a separate nomination
skills, knowledge, experience, independence committee with its own nomination committee charter.
and diversity to enable it to discharge its
duties and responsibilities effectively.
==== ========================================================= =====================================================
2.2 A listed entity should have and disclose a board The composition of the Board is reviewed regularly
skills matrix setting out the mix of skills to ensure the appropriate mix of skills and
and diversity that the board currently has or expertise
is looking to achieve in its membership. is present to facilitate successful strategic
direction.
As the Company grows in size, it is planned that
the nomination committee will maintain and disclose
a board skills matrix.
==== ========================================================= =====================================================
2.3 A listed entity should disclose: The Board is currently comprised of two
(a) the names of the directors considered by non-executive
the board to be independent directors; directors (Mr Jason Bontempo and Mr Nathan Rayner)
(b) if a director has an interest, position, and one executive director (Mr Greg Bandy, who
association or relationship of the type acts as the Company's Managing Director).
described Mr Bandy was appointed as a director of the Company
in box 2.3 of the Recommendations but the board on 1 August 2010. Mr Bontempo was appointed as
is of the opinion that it does not compromise a director of the Company on 24 January 2011. Mr
the independence of the director, the nature Rayner was appointed as a director of the Company
of the interest, position, association or on 23 October 2014.
relationship The Board's charter provides that where practical,
in question and an explanation of why the board the majority of the Board is comprised of
is of that opinion; and non-executive
(c) the length of service of each director. Directors and that, where practical, at least 50%
of the Board will be independent. An independent
Director is one who is independent of management
and free from any business or other relationship,
which could, or could reasonably be perceived to
materially interfere with, the exercise of
independent
judgement.
The Board will continue to assess the Company's
needs as it grows in size and if appropriate,
appoint
additional non-executive and independent directors.
==== ========================================================= =====================================================
2.4 A majority of the board of a listed entity should Currently, independent directors form a majority
be independent directors. of the Board as both Mr Nathan Rayner and Mr Jason
Bontempo are considered independent directors.
The Board will continue to assess the Company's
needs as it grows in size and if appropriate,
appoint
additional non-executive and independent directors.
==== ========================================================= =====================================================
2.5 The chair of the board of a listed entity should The Company does not currently have an independent
be an independent director and, in particular, Chairman. The Managing Director assumes the role
should not be the same person as the CEO of of Chairman at the Company's board and shareholder
the entity. meetings. The Board will continue to assess the
Company's needs as it grows in size and if
appropriate,
appoint an additional director to act as Chairman
of the Company.
==== ========================================================= =====================================================
2.6 A listed entity should have a program for inducting Under the Board's charter, the Company Secretary
new directors and provide appropriate professional is to facilitate the induction of new Directors.
development opportunities for directors to develop The Company's strategies to achieve the necessary
and maintain the skills and knowledge needed blend of skills and diversity amongst Board members
to perform their role as directors effectively. include workplace development programs, mentoring
programs and targeted training and development.
==== ========================================================= =====================================================
Principle 3: Act ethically and responsibly
A listed entity should act ethically and responsibly.
======================================================================================================================
3.1 A listed entity should: The Company's Code of Conduct provides a framework
(a) have a code of conduct for its directors, for decisions and actions in relation to ethical
senior executives and employees; and conduct in employment. It underpins the Company's
(b) disclose that code or a summary of it. commitment to integrity and fair dealing in its
business affairs and to a duty of care to all
employees,
clients and stakeholders. The document sets out
the principles covering appropriate conduct in
a variety of contexts and outlines the minimum
standard of behaviour expected from employees.
Managers and supervisors are responsible and
accountable
for:
(a) undertaking their duties and behaving in a
manner that is consistent with the provisions of
the Code of Conduct;
(b) the effective implementation, promotion and
support of the Code of Conduct in their areas of
responsibility; and
(c) ensuring employees under their control
understand
and follow the provisions outlined in the Code
of Conduct.
All employees are responsible for:
(a) undertaking their duties in a manner that is
consistent with the provisions of the Code of
Conduct;
(b) reporting suspected corrupt conduct; and
(c) reporting any departure from the Code of Conduct
by themselves or others.
The Conduct of Conduct governs a variety of
employment
conduct, including:
(a) personal and professional behaviour;
(b) conflicts of interest;
(c) public and media comment;
(d) use of Company resources;
(e) security of information;
(f) intellectual property/copyright;
(g) discrimination and harassment;
(h) corrupt conduct;
(i) occupational health and safety;
(j) compliance with legislation;
(k) fair dealing;
(l) responsibilities to investors;
(m) breaches of the Code of Conduct
(n) reporting matters of concern.
==== ========================================================= =====================================================
Principle 4: Safeguard integrity in corporate reporting
A listed entity should have formal and rigorous processes that independently verify and safeguard
the integrity of its corporate reporting.
======================================================================================================================
4.1 The board of a listed entity should: The Board is not currently of a sufficient size
(a) have an audit committee which: and structure to establish an audit committee.
(1) has at least three members, all of whom At present, the full Board carries out the duties
are non-executive directors and a majority that would ordinarily be assigned to an audit under
of whom are independent directors; and the written terms of reference for that committee.
(2) is chaired by an independent director, As the Company grows in size, it is planned at
who is not the chair of the board, the Company will establish a separate audit
and disclose: committee
(3) the charter of the committee; with its own audit committee charter.
(4) the relevant qualifications and Under the Board's charter, the specific
experience responsibilities
of the members of the committee; and of the Board include to recommend to shareholders
(5) in relation to each reporting period, the appointment of the external auditor and to
the meet with the external auditor when required and
number of times the committee met without management being present.
throughout The Board meets with the Company's auditors at
the period and the individual attendances regular intervals to continually assess and monitor
of the performance of the external auditors.
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.
======== ===================================================== =====================================================
4.2 The board of a listed entity should, before To assist the Board in its review and consideration
it approves the entity's financial statements of the Company's financial statements for a
for a financial period, receive from its CEO financial
and CFO a declaration that, in their opinion, period, the Company's Chief Financial Officer and
the financial records of the entity have been Managing Director declare to the Board whether,
properly maintained and that the financial in their opinion:
statements comply with the appropriate accounting (a) the Company's financial records have been
standards and give a true and fair view of properly
the financial position and performance of the maintained; and
entity and that the opinion has been formed (b) the financial statements comply with the
on the basis of a sound system of risk management appropriate
and internal control which is operating effectively. accounting standards and give a true and fair view
of the Company's financial position and performance,
and, in doing so, confirm if their opinion has
been formed on the basis of a sound system of risk
management and internal control which is operating
effectively.
======== ===================================================== =====================================================
4.3 A listed entity that has an AGM should ensure The auditor's lead engagement partner will be
that its external auditor attends its AGM and present
is available to answer questions from security at the Company's annual general meetings to answer
holders relevant to the audit. questions from shareholders about the conduct of
the audit and the preparation and content of the
auditor's report.
======== ===================================================== =====================================================
Principle 5: Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable
person would expect to have a material effect on the price or value of its securities.
======================================================================================================================
5.1 A listed entity should: The Company has in place a written policy on
(a) have a written policy for complying information
with disclosure and relevant procedures.
its continuous disclosure obligations under The focus of these procedures is on continuous
the Listing Rules; and disclosure compliance and improving access to
(b) disclose that policy or a summary of information
it. for investors.
The Company Secretary is responsible for:
(a) overseeing and co-ordinating disclosure of
information to the relevant stock exchanges and
shareholders; and
(b) providing guidance to Directors and employees
on disclosure requirements and procedures.
Price sensitive information is publicly released
through ASX before it is disclosed to shareholders
and market participants. Distribution of other
information to shareholders and market participants
is also managed through disclosure to the ASX.
Information is posted on the Company's website
after the ASX confirms an announcement has been
made, with the aim of making the information readily
accessible to the widest audience.
======== ===================================================== =====================================================
Principle 6: Respect the rights of securityholders
A listed entity should respect the rights of its security holders by providing them with appropriate
information and facilities to allow them to exercise those rights effectively.
======================================================================================================================
6.1 A listed entity should provide information The Company's full corporate governance practices
about itself and its governance to investors and policies are set out on the Company's website
via its website. at: www.redemperorresources.com.
======== ===================================================== =====================================================
6.2 A listed entity should design and implement The Board of the Company aims to ensure that the
an investor relations program to facilitate shareholders are informed of all major developments
effective two-way communication with investors. affecting the Company's state of affairs and to
facilitate two-way communication with investors.
Information is communicated to shareholders through:
(a) the Annual Report delivered by post and which
is also placed on the Company's website;
(b) the half yearly report which is placed on the
Company's website;
(c) the quarterly reports which are placed on the
Company's website;
(d) disclosures and announcements made to the ASX
copies of which are placed on the Company's website;
(e) notices and explanatory memoranda of Annual
General Meetings (AGM) and Extraordinary General
Meetings (EGM) copies of which are placed on the
Company's website;
(f) the Managing Director's address made at the
AGMs and the EGMs, copies of which are placed on
the Company's website;
(g) the Company's website on which the Company
posts all announcements which it makes to the ASX;
and
(h) the auditor's lead engagement partner being
present at the AGM to answer questions from
shareholders
about the conduct of the audit and the preparation
and content of the auditor's report.
======== ===================================================== =====================================================
6.3 A listed entity should disclose the policies Shareholders are encouraged to attend and
and processes it has in place to facilitate participate
and encourage participation at meetings of in general meetings. Accordingly, meeting are held
security holders. during normal business hours and at a location
considered to be most convenient for the greatest
possible number of shareholders to attend.
======== ===================================================== =====================================================
6.4 A listed entity should give security holders Shareholders can register with the Company's
the option to receive communications from, Registrar
and send communications to, the entity and to receive email notifications of when an
its security registry electronically. announcement
is made by the Company to the ASX, including the
release of the annual, half yearly and quarterly
reports. Links are made available to the Company's
website on which all information provided to the
ASX is immediately posted.
Shareholders are encouraged to receive
communications
from the Company and its share registry
electronically.
======== ===================================================== =====================================================
Principle 7: Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness
of that framework.
======================================================================================================================
7.1 The board of a listed entity The Board determines the Company's "risk profile"
should: and is responsible for overseeing and approving
(a) have a committee or risk management strategy and policies, internal
committees to oversee compliance and internal control.
risk, each of which: The responsibility for undertaking and assessing
(1) has at least three members, risk management and internal control effectiveness
a majority is delegated to management. Management is required
of whom are independent to assess risk management and associated internal
directors; and compliance and control procedures and report back
(2) is chaired by an independent quarterly to the Board.
director, The Company's process of risk management and
and disclose: internal
(3) the charter of the compliance and control includes:
committee; (a) identifying and measuring risks that might
(4) the members of the impact upon the achievement of the Company's goals
committee; and and objectives, and monitoring the environment
(5) as at the end of each for emerging factors and trends that affect these
reporting period, risks.
the number of times the (b) formulating risk management strategies to manage
committee met throughout identified risks, and designing and implementing
the period and the individual appropriate risk management policies and internal
attendances of controls.
the members at those meetings; (c) monitoring the performance of, and improving
or the effectiveness of, risk management systems and
(b) if it does not have a risk internal compliance and controls, including regular
committee or assessment of the effectiveness of risk management
committees that satisfy (a) and internal compliance and control.
above, disclose As the Company grows in size, it is planned at
that fact and the processes it the Company will establish a separate audit and
employs for risk committee with its own committee charter.
overseeing the entity's risk
management framework.
======== ===================================================== =====================================================
7.2 The board or a committee of the board should: The Board reviews assessments of the effectiveness
(a) review the entity's risk management framework of risk management and internal compliance and
at least annually to satisfy itself that it control on an annual basis and will disclose
continues to be sound; and information
(b) disclose, in relation to each reporting on the review process in is Annual Report.
period, whether such a review has taken place.
======== ===================================================== =====================================================
7.3 A listed entity should disclose: The Company does not have an internal audit
(a) if it has an internal audit function, function.
how Management oversees the Company's risk management
the function is structured and what role it systems, practices and procedures to ensure
performs; or effective
(b) if it does not have an internal audit risk identification and management and compliance
function, with internal guidelines and external requirements.
that fact and the processes it employs for The Board reviews reports by management on the
evaluating and continually improving the efficiency and effectiveness of risk management
effectiveness and associated internal compliance and control
of its risk management and internal control procedures.
processes. When the Board is of a sufficient size and nature,
it will establish and delegate to an Audit and
Risk Committee responsibility for implementing
the Company's risk management system.
======== ===================================================== =====================================================
7.4 A listed entity should disclose whether it The Company believes it does not have any material
has any material exposure to economic, environmental exposure to economic, environmental or social
and social sustainability risks and, if it sustainability
does, how it manages or intends to manage those risks and as such does not produce a sustainability
risks. report.
======== ===================================================== =====================================================
Principle 8: Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors
and design its executive remuneration to attract, retain and motivate high quality senior executives
and to align their interests with the creation of value for security holders.
======================================================================================================================
8.1 The board of a listed entity should: The full Board is responsible for the determination
(a) have a remuneration committee which: of the remuneration of directors and senior
(1) has at least three members, a majority executives
of and ensuring that such remuneration is appropriate
whom are independent directors; and and not excessive.
(2) is chaired by an independent director, Where considered necessary, the Board may engage
and disclose: a remuneration consultant to assist with setting
(3) the charter of the committee; and reviewing the Company's executive and
(4) the members of the committee; and non-executive
(5) as at the end of each reporting period, remuneration policies to ensure the Company attracts
the number of times the committee met and retains executives and Directors who will create
throughout value for shareholders.
the period and the individual attendances of As the Company grows in size, it is planned at
the members at those meetings; or the Company will establish a separate remuneration
(b) if it does not have a remuneration committee with its own remuneration committee
committee, charter.
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.
==== ========================================================= =====================================================
8.2 A listed entity should separately disclose its The Company discloses details in its Annual Report
policies and practices regarding the remuneration and any prospectus of remuneration paid to executive
of non-executive directors and the remuneration and non-executive directors. The maximum aggregate
of executive directors and other senior executives. annual remuneration payable to non-executive
directors
is set by shareholders in general meeting in
accordance
with the Company's constitution.
==== ========================================================= =====================================================
8.3 A listed entity which has an equity-based The Company has not yet adopted an equity-based
remuneration remuneration scheme. If in the future it does adopt
scheme should: such a scheme, the Board will:
(a) have a policy on whether participants are (a) review and approve any equity based plans that
permitted to enter into transactions (whether may be introduced (Plans) in the light of
through the use of derivatives or otherwise) legislative,
which limit the economic risk of participating regulatory and market developments.
in the scheme; and (b) for each Plan, determine each year whether
(b) disclose that policy or a summary of it. awards will be made under that Plan.
(c) review and approve total proposed awards under
each Plan;
(d) in addition to considering awards to executive
Directors and direct reports to the Chief Executive
Officer / Managing Director, review and approve
proposed awards under each plan on an individual
basis for executives as required under the rules
governing each plan or as determined by the
Committee;
and
(e) review, approve and keep under review
performance
hurdles for each equity based plan.
Once the Board is of such a size and nature to
warrant the establishment of a separate remuneration
committee, the Board will delegate the above
responsibilities
to that committee.
==== ========================================================= =====================================================
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGUGDCDUDBGLC
(END) Dow Jones Newswires
September 29, 2016 02:32 ET (06:32 GMT)
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