TIDMSGZ
RNS Number : 1203E
Scotgold Resources Ltd
02 November 2015
Rules 4.7.3 and 4.10.3(1)
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
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SCOTGOLD RESOURCES LIMITED
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ABN / ARBN: Financial year ended:
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42 127 042 773 June 30 2015
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Our corporate governance statement(2) for the above period above
can be found at:(3)
These pages of
our annual report:
This URL on our http://www.scotgoldresources.com.au/corporate/corporate-governance/
website:
The Corporate Governance Statement is accurate and up to date as
at September 18 2015 and has been approved by the board.
The annexure includes a key to where our corporate governance
disclosures can be located.
Date: 30 September 2015
Name of Director or Peter J Newcomb
Secretary authorising
lodgement:
(1) Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the
official list as an ASX Listing to include in its annual report
either a corporate governance statement that meets the requirements
of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must
disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during
the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate
governance statement must separately identify that recommendation
and the period during which it was not followed and state its
reasons for not following the recommendation and what (if any)
alternative governance practices it adopted in lieu of the
recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its
corporate governance statement on its website rather than in its
annual report, it must lodge a copy of the corporate governance
statement with ASX at the same time as it lodges its annual report
with ASX. The corporate governance statement must be current as at
the effective date specified in that statement for the purposes of
rule 4.10.3. (2) "Corporate governance statement" is defined in
Listing Rule 19.12 to mean the statement referred to in Listing
Rule 4.10.3 which discloses the extent to which an entity has
followed the recommendations set by the ASX Corporate Governance
Council during a particular reporting period. (3) Mark whichever
option is correct and then complete the page number(s) of the
annual report, or the URL of the web page, where the entity's
corporate governance statement can be found. 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.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council We have followed the We have NOT followed the
recommendation recommendation recommendation in full
in full for the whole of for the whole of the period
the period above. We have above. We have disclosed
disclosed ... ...(4)
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Principle 1 - Lay solid foundations for management and oversight
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1.1 A listed entity should ... the fact that we follow an explanation why that
disclose: this recommendation: is so in our Corporate
(a) the respective roles in our Corporate Governance Governance Statement OR
and responsibilities of Statement OR we are an externally managed
its board and management; at [insert location] entity and this recommendation
and ... and information about is therefore not applicable
(b) those matters expressly the respective roles and
reserved to the board responsibilities of our
and those delegated to board and management (including
management. those matters expressly
reserved to the board and
those delegated to management):
at
http://www.scotgoldresources.com.a
u/corporate/corporate-governance/
---- ------------------------------------- ----------------------------------- ------------------------------------
1.2 A listed entity should: ... the fact that we follow an explanation why that
(a) undertake appropriate this recommendation: is so in our Corporate
checks before appointing in our Corporate Governance Governance Statement OR
a person, or putting forward Statement OR we are an externally managed
to security holders a at [insert location] entity and this recommendation
candidate for election, is therefore not applicable
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.
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1.3 A listed entity should ... the fact that we follow an explanation why that
have a written agreement this recommendation: is so in our Corporate
with each director and in our Corporate Governance Governance Statement OR
senior executive setting Statement OR we are an externally managed
out the terms of their at [insert location] entity and this recommendation
appointment. is therefore not applicable
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1.4 The company secretary ... the fact that we follow an explanation why that
of a listed entity should this recommendation: is so in our Corporate
be accountable directly in our Corporate Governance Governance Statement OR
to the board, through Statement OR we are an externally managed
the chair, on all matters at [insert location] entity and this recommendation
to do with the proper is therefore not applicable
functioning of the board.
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1.5 A listed entity should: ... the fact that we have an explanation why that
(a) have a diversity policy a diversity policy that is so in our Corporate
which includes requirements complies with paragraph Governance Statement OR
for the board or a relevant (a): we are an externally managed
committee of the board in our Corporate Governance entity and this recommendation
to set measurable objectives Statement OR is therefore not applicable
for achieving gender at [insert location]
diversity ... and a copy of our diversity
and to assess annually policy or a summary of
both the objectives and it:
the entity's progress at
in achieving them; http://www.scotgoldresources.com.a
(b) disclose that policy u/corporate/corporate-governance/
or a summary of it; and ... and the measurable
(c) disclose as at the objectives for achieving
end of each reporting gender diversity set by
period the measurable the board or a relevant
objectives for achieving committee of the board
gender diversity set by in accordance with our
the board or a relevant diversity policy and our
committee of the board progress towards achieving
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in accordance with the them:
entity's diversity policy in our Corporate Governance
and its progress towards Statement OR
achieving them and either: at [insert location]
(1) the respective ... and the information
proportions referred to in paragraphs
of men and women on the (c)(1) or (2):
board, in senior executive in our Corporate Governance
positions and across the Statement OR
whole organisation (including at [insert location]
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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1.6 A listed entity should: ... the evaluation process an explanation why that
(a) have and disclose referred to in paragraph is so in our Corporate
a process for periodically (a): Governance Statement OR
evaluating the performance in our Corporate Governance we are an externally managed
of the board, its committees Statement OR entity and this recommendation
and individual directors; at [insert location] is therefore not applicable
and ... and the information
(b) disclose, in relation referred to in paragraph
to each reporting period, (b):
whether a performance in our Corporate Governance
evaluation was undertaken Statement OR
in the reporting period at [insert location]
in accordance with that
process.
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1.7 A listed entity should: ... the evaluation process an explanation why that
(a) have and disclose referred to in paragraph is so in our Corporate
a process for periodically (a): Governance Statement OR
evaluating the performance in our Corporate Governance we are an externally managed
of its senior executives; Statement OR entity and this recommendation
and at [insert location] is therefore not applicable
(b) disclose, in relation ... and the information
to each reporting period, referred to in paragraph
whether a performance (b):
evaluation was undertaken in our Corporate Governance
in the reporting period Statement OR
in accordance with that at [insert location]
process.
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Principle 2 - Structure the board to add value
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2.1 The board of a listed [If the entity complies an explanation why that
entity should: with paragraph (a):] is so in our Corporate
(a) have a nomination ... the fact that we have Governance Statement OR
committee which: a nomination committee we are an externally managed
(1) has at least three that complies with paragraphs entity and this recommendation
members, a majority of (1) and (2): is therefore not applicable
whom are independent in our Corporate Governance
directors; and Statement OR
(2) is chaired by an at [insert location]
independent director, ... and a copy of the charter
and disclose: of the committee:
(3) the charter of the at
committee; http://www.scotgoldresources.com.a
(4) the members of the u/corporate/corporate-governance/
committee; and ... and the information
(5) as at the end of referred to in paragraphs
each reporting period, (4) and (5):
the number of times the in our Corporate Governance
committee met throughout Statement OR
the period and the at [insert location]
individual [If the entity complies
attendances of the members with paragraph (b):]
at those meetings; or ... the fact that we do
(b) if it does not have not have a nomination committee
a nomination committee, and the processes we employ
disclose that fact and to address board succession
the processes it employs issues and to ensure that
to address board succession the board has the appropriate
issues and to ensure balance of skills, knowledge,
that the board has the experience, independence
appropriate balance of and diversity to enable
skills, knowledge, it to discharge its duties
experience, and responsibilities effectively:
independence and diversity in our Corporate Governance
to enable it to discharge Statement OR
its duties and at [insert location]
responsibilities
effectively.
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2.2 A listed entity should ... our board skills matrix: an explanation why that
have and disclose a board in our Corporate Governance is so in our Corporate
skills matrix setting Statement OR Governance Statement OR
out the mix of skills at [insert location] we are an externally managed
and diversity that the entity and this recommendation
board currently has or is therefore not applicable
is looking to achieve
in its membership.
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2.3 A listed entity should ... the names of the directors an explanation why that
disclose: considered by the board is so in our Corporate
(a) the names of the to be independent directors: Governance Statement
directors considered in our Corporate Governance
by the board to be independent Statement OR
directors; at [insert location]
(b) if a director has ... and, where applicable,
an interest, position, the information referred
association or relationship to in paragraph (b):
of the type described in our Corporate Governance
in Box 2.3 but the board Statement OR
is of the opinion that at [insert location]
it does not compromise ... and the length of service
the independence of the of each director:
director, the nature in our Corporate Governance
of the interest, position, Statement OR
association or relationship at [insert location]
in question and an explanation
of why the board is of
that opinion; and
(c) the length of service
of each director.
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2.4 A majority of the board ... the fact that we follow an explanation why that
of a listed entity should this recommendation: is so in our Corporate
be independent directors. in our Corporate Governance Governance Statement OR
Statement OR we are an externally managed
at [insert location] entity and this recommendation
is therefore not applicable
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2.5 The chair of the board ... the fact that we follow an explanation why that
of a listed entity should this recommendation: is so in our Corporate
be an independent director in our Corporate Governance Governance Statement OR
and, in particular, should Statement OR we are an externally managed
not be the same person at [insert location] entity and this recommendation
as the CEO of the entity. is therefore not applicable
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2.6 A listed entity should ... the fact that we follow an explanation why that
have a program for inducting this recommendation: is so in our Corporate
new directors and provide in our Corporate Governance Governance Statement OR
appropriate professional Statement OR we are an externally managed
development opportunities at [insert location] entity and this recommendation
for directors to develop is therefore not applicable
and maintain the skills
and knowledge needed
to perform their role
as directors effectively.
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Principle 3 - ACT ethicalLY and responsiblY
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3.1 A listed entity should: ... our code of conduct an explanation why that
(a) have a code of conduct or a summary of it: is so in our Corporate
for its directors, senior in our Corporate Governance Governance Statement
executives and employees; Statement OR
and at [insert location]
(b) disclose that code
or a summary of it.
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Principle 4 - Safeguard integrity in CORPORATE reporting
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4.1 The board of a listed [If the entity complies an explanation why that
entity should: with paragraph (a):] is so in our Corporate
(a) have an audit committee ... the fact that we have Governance Statement
which: an audit committee that
(1) has at least three complies with paragraphs
members, all of whom (1) and (2):
are non-executive directors in our Corporate Governance
and a majority of whom Statement OR
are independent directors; at [insert location]
and ... and a copy of the charter
(2) is chaired by an of the committee:
independent director, at [insert location]
who is not the chair ... and the information
of the board, referred to in paragraphs
and disclose: (4) and (5):
(3) the charter of the in our Corporate Governance
committee; Statement OR
(4) the relevant at
qualifications http://www.scotgoldresources.com.a
and experience of the u/corporate/corporate-governance/
members of the committee; [If the entity complies
and with paragraph (b):]
(5) in relation to each ... the fact that we do
reporting period, the not have an audit committee
number of times the and the processes we employ
committee that independently verify
met throughout the period and safeguard the integrity
and the individual of our corporate reporting,
attendances including the processes
of the members at those for the appointment and
meetings; or removal of the external
(b) if it does not have auditor and the rotation
an audit committee, disclose of the audit engagement
that fact and the processes partner:
it employs that in our Corporate Governance
independently Statement OR
verify and safeguard at [insert location]
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.
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4.2 The board of a listed ... the fact that we follow an explanation why that
entity should, before this recommendation: is so in our Corporate
it approves the entity's in our Corporate Governance Governance Statement
financial statements Statement OR
for a financial period, at [insert location]
receive from its CEO
and CFO a declaration
that, in their opinion,
the financial records
of the entity have been
properly maintained and
that the financial statements
comply with the appropriate
accounting standards
and give a true and fair
view of the financial
position and performance
of the entity and that
the opinion has been
formed on the basis of
a sound system of risk
management and internal
control which is operating
effectively.
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4.3 A listed entity that ... the fact that we follow an explanation why that
has an AGM should ensure this recommendation: is so in our Corporate
that its external auditor in our Corporate Governance Governance Statement OR
attends its AGM and is Statement OR we are an externally managed
available to answer questions at [insert location] entity that does not hold
from security holders an annual general meeting
relevant to the audit. and this recommendation
is therefore not applicable
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Principle 5 - Make timely and balanced disclosure
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5.1 A listed entity should: ... our continuous disclosure an explanation why that
(a) have a written policy compliance policy or a is so in our Corporate
for complying with its summary of it: Governance Statement
continuous disclosure in our Corporate Governance
obligations under the Statement OR
Listing Rules; and at [insert location]
(b) disclose that policy
or a summary of it.
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Principle 6 - Respect the rights of sECURITY holders
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6.1 A listed entity should ... information about us an explanation why that
provide information about and our governance on our is so in our Corporate
itself and its governance website: Governance Statement
to investors via its at
website. http://www.scotgoldresources.com.a
u/corporate/corporate-governance/
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6.2 A listed entity should ... the fact that we follow an explanation why that
design and implement this recommendation: is so in our Corporate
an investor relations in our Corporate Governance Governance Statement
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program to facilitate Statement OR
effective two-way communication at [insert location]
with investors.
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6.3 A listed entity should ... our policies and processes an explanation why that
disclose the policies for facilitating and encouraging is so in our Corporate
and processes it has participation at meetings Governance Statement OR
in place to facilitate of security holders: we are an externally managed
and encourage participation in our Corporate Governance entity that does not hold
at meetings of security Statement OR periodic meetings of security
holders. at [insert location] holders and this recommendation
is therefore not applicable
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6.4 A listed entity should ... the fact that we follow an explanation why that
give security holders this recommendation: is so in our Corporate
the option to receive in our Corporate Governance Governance Statement
communications from, Statement OR
and send communications at [insert location]
to, the entity and its
security registry electronically.
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Principle 7 - RECOGNISE AND MANAGE RISK
----------------------------------------------------------------------------------------------------------------------
7.1 The board of a listed [If the entity complies an explanation why that
entity should: with paragraph (a):] is so in our Corporate
(a) have a committee ... the fact that we have Governance Statement
or committees to oversee a committee or committees
risk, each of which: to oversee risk that comply
(1) has at least three with paragraphs (1) and
members, a majority of (2):
whom are independent in our Corporate Governance
directors; and Statement OR
(2) is chaired by an at [insert location]
independent director, ... and a copy of the charter
and disclose: of the committee:
(3) the charter of the at [insert location]
committee; ... and the information
(4) the members of the referred to in paragraphs
committee; and (4) and (5):
(5) as at the end of in our Corporate Governance
each reporting period, Statement OR
the number of times the at [insert location]
committee met throughout [If the entity complies
the period and the with paragraph (b):]
individual ... the fact that we do
attendances of the members not have a risk committee
at those meetings; or or committees that satisfy
(b) if it does not have (a) and the processes we
a risk committee or employ for overseeing our
committees risk management framework:
that satisfy (a) above, in our Corporate Governance
disclose that fact and Statement OR
the processes it employs at [insert location]
for overseeing the entity's
risk management framework.
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7.2 The board or a committee ... the fact that board an explanation why that
of the board should: or a committee of the board is so in our Corporate
(a) review the entity's reviews the entity's risk Governance Statement
risk management framework management framework at
at least annually to least annually to satisfy
satisfy itself that it itself that it continues
continues to be sound; to be sound:
and in our Corporate Governance
(b) disclose, in relation Statement OR
to each reporting period, at [insert location]
whether such a review ... and that such a review
has taken place. has taken place in the
reporting period covered
by this Appendix 4G:
in our Corporate Governance
Statement OR
at [insert location]
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7.3 A listed entity should [If the entity complies an explanation why that
disclose: with paragraph (a):] is so in our Corporate
(a) if it has an internal ... how our internal audit Governance Statement
audit function, how the function is structured
function is structured and what role it performs:
and what role it performs; in our Corporate Governance
or Statement OR
(b) if it does not have at [insert location]
an internal audit function, [If the entity complies
that fact and the processes with paragraph (b):]
it employs for evaluating ... the fact that we do
and continually improving not have an internal audit
the effectiveness of function and the processes
its risk management and we employ for evaluating
internal control processes. and continually improving
the effectiveness of our
risk management and internal
control processes:
in our Corporate Governance
Statement OR
at [insert location]
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7.4 A listed entity should ... whether we have any an explanation why that
disclose whether it has material exposure to economic, is so in our Corporate
any material exposure environmental and social Governance Statement
to economic, environmental sustainability risks and,
and social sustainability if we do, how we manage
risks and, if it does, or intend to manage those
how it manages or intends risks:
to manage those risks. in our Corporate Governance
Statement OR
at [insert location]
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Principle 8 - REMUNERATE FAIRLY AND RESPONSIBLY
----------------------------------------------------------------------------------------------------------------------
8.1 The board of a listed [If the entity complies an explanation why that
entity should: with paragraph (a):] is so in our Corporate
(a) have a remuneration ... the fact that we have Governance Statement OR
committee which: a remuneration committee we are an externally managed
(1) has at least three that complies with paragraphs entity and this recommendation
members, a majority of (1) and (2): is therefore not applicable
whom are independent in our Corporate Governance
directors; and Statement OR
(2) is chaired by an at [insert location]
independent director, ... and a copy of the charter
and disclose: of the committee:
(3) the charter of the at
committee; http://www.scotgoldresources.com.a
(4) the members of the u/corporate/corporate-governance/
committee; and ... and the information
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