TIDMNYO
RNS Number : 3059L
Nyota Minerals Limited
30 September 2016
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
-----------------------
NYOTA MINERALS LIMITED
-----------------------
ABN/ARBN Financial year ended
---------------
98 060 938 552 30 June 2016
--------------- --------------------
Our corporate governance statement for the above period above
can be found at:
these pages of our annual report: _____________________________________________
this URL on our website: http://www.nyotaminerals.com/introduction
The Corporate Governance Statement is accurate and up to date as
at 29 September 2016 and has been approved by the board.
The annexure includes a key to where our corporate governance
disclosures can be located.
Date here: 29 September 2016
Sign here: _______________________________
Director
Print name:
_______________________________
[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.
[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.
[1] 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.
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council We have followed the recommendation We have NOT followed the
recommendation in full for the whole of recommendation in full
the period above. We have for the whole of the period
disclosed ... above. We have disclosed
...
---------------------------------- --------------------------------------------------- -----------------------------
Principle 1 - Lay solid foundations for management and oversight
----------------------------------------------------------------------------------------------------------------------
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 Statement OR we are an externally
of its board and at this location: managed entity and this
management; _____________________________________________ recommendation is therefore
and Insert location here not applicable
(b) those matters expressly
reserved to the board ... and information about
and those delegated to the respective roles and
management. responsibilities of our
board and management (including
those matters expressly
reserved to the board and
those delegated to management):
at this location:
http://www.nyotaminerals.com/intorduction
---- ---------------------------- --------------------------------------------------- -----------------------------
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 Statement OR we are an externally
forward to security holders at this location: managed entity and this
a candidate for election, _____________________________________________ recommendation is therefore
as a director; and Insert location here not applicable
(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.
---- ---------------------------- --------------------------------------------------- -----------------------------
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
out the terms of their at this location: managed entity and this
appointment. _____________________________________________ recommendation is therefore
Insert location here not applicable
---- ---------------------------- --------------------------------------------------- -----------------------------
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
the chair, on all matters at this location: managed entity and this
to do with the proper _____________________________________________ recommendation is therefore
functioning of the board. Insert location here not applicable
---- ---------------------------- --------------------------------------------------- -----------------------------
1.5 A listed entity should: ... the fact that we have an explanation why that
(a) have a diversity a diversity policy that is so in our Corporate
policy which includes complies with paragraph Governance Statement OR
requirements for the (a): we are an externally
board or a relevant in our Corporate Governance managed entity and this
committee Statement OR recommendation is therefore
of the board to set at this location: not applicable
measurable _____________________________________________
objectives for Insert location here
achieving
gender diversity and ... and a copy of our diversity
to assess annually both policy or a summary of
the objectives and the it:
entity's progress in at this location:
achieving them; _____________________________________________
(b) disclose that Insert location here
policy
or a summary of it; and ... the measurable objectives
(c) disclose as at the for achieving gender diversity
end of each reporting set by the board or a relevant
period the measurable committee of the board
objectives for in accordance with our
achieving diversity policy and our
gender diversity set progress towards achieving
by the board or a them:
relevant in our Corporate Governance
committee of the board Statement OR
in accordance with the at this location:
entity's diversity _____________________________________________
policy Insert location here
and its progress
towards ... and the information
achieving them and referred to in paragraphs
either: (c)(1) or (2):
(1) the respective in our Corporate Governance
proportions Statement OR
of men and women on the at this location:
board, in senior _____________________________________________
executive Insert location here
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
(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
of the board, its Statement OR managed entity and this
committees at this location: recommendation is therefore
and individual directors; _____________________________________________ not applicable
and Insert location here
(b) disclose, in relation
to each reporting period, ... and the information
whether a performance referred to in paragraph
evaluation was undertaken (b):
in the reporting period in our Corporate Governance
in accordance with that Statement OR
process. at this location:
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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
of its senior executives; Statement OR managed entity and this
and at this location: recommendation is therefore
(b) disclose, in relation _____________________________________________ not applicable
to each reporting period, Insert location here
whether a performance
evaluation was undertaken ... and the information
in the reporting period referred to in paragraph
in accordance with that (b):
process. in our Corporate Governance
Statement OR
at this location:
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
Principle 2 - Structure the board to add value
----------------------------------------------------------------------------------------------------------------------
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
(1) has at least three that complies with paragraphs managed entity and this
members, a majority of (1) and (2): recommendation is therefore
whom are independent in our Corporate Governance not applicable
directors; and Statement OR
(2) is chaired by an at this location:
independent director, _____________________________________________
and disclose: Insert location here
(3) the charter of the
committee; ... and a copy of the charter
(4) the members of the of the committee:
committee; and at this location:
(5) as at the end of _____________________________________________
each reporting period, Insert location here
the number of times the
committee met ... and the information
throughout referred to in paragraphs
the period and the (4) and (5):
individual in our Corporate Governance
attendances of the Statement OR
members at this location:
at those meetings; OR _____________________________________________
(b) if it does not have Insert location here
a nomination committee,
disclose that fact and [If the entity complies
the processes it with paragraph (b):]
employs ... the fact that we do
to address board not have a nomination committee
succession and the processes we employ
issues and to ensure to address board succession
that the board has the issues and to ensure that
appropriate balance of the board has the appropriate
skills, knowledge, balance of skills, knowledge,
experience, experience, independence
independence and and diversity to enable
diversity it to discharge its duties
to enable it to and responsibilities effectively:
discharge in our Corporate Governance
its duties and Statement OR
responsibilities at this location:
effectively. _____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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 this location: we are an externally
and diversity that the _____________________________________________ managed entity and this
board currently has or Insert location here recommendation is therefore
is looking to achieve not applicable
in its membership.
---- ---------------------------- --------------------------------------------------- -----------------------------
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 Statement OR
independent at this location:
directors; On pages 7 and 8 of the
(b) if a director has 2015 Annual Report
an interest, position, Insert location here
association or relationship
of the type described ... where applicable, the
in Box 2.3 but the board information referred to
is of the opinion that in paragraph (b):
it does not compromise in our Corporate Governance
the independence of the Statement OR
director, the nature at this location:
of the interest, position, _____________________________________________
association or relationship Insert location here
in question and an ... the length of service
explanation of each director:
of why the board is of in our Corporate Governance
that opinion; and Statement OR
(c) the length of service at this location:
of each director. On pages 7 and 8 of the
2016 Annual Report
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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
at this location: managed entity and this
_____________________________________________ recommendation is therefore
Insert location here not applicable
---- ---------------------------- --------------------------------------------------- -----------------------------
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
not be the same person at this location: managed entity and this
as the CEO of the entity. _____________________________________________ recommendation is therefore
Insert location here not applicable
---- ---------------------------- --------------------------------------------------- -----------------------------
2.6 A listed entity should ... the fact that we follow an explanation why that
have a program for this recommendation: is so in our Corporate
inducting in our Corporate Governance Governance Statement OR
new directors and provide Statement OR we are an externally
appropriate professional at this location: managed entity and this
development opportunities _____________________________________________ recommendation is therefore
for directors to develop Insert location here not applicable
and maintain the skills
and knowledge needed
to perform their role
as directors effectively.
---- ---------------------------- --------------------------------------------------- -----------------------------
Principle 3 - ACT ethicalLY and responsiblY
----------------------------------------------------------------------------------------------------------------------
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 this location:
(b) disclose that code _____________________________________________
or a summary of it. Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
Principle 4 - Safeguard integrity in CORPORATE reporting
----------------------------------------------------------------------------------------------------------------------
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 ... the fact that we have Governance Statement
committee an audit committee that
which: complies with paragraphs
(1) has at least three (1) and (2):
members, all of whom in our Corporate Governance
are non-executive Statement OR
directors at this location:
and a majority of whom _____________________________________________
are independent Insert location here
directors;
and ... and a copy of the charter
(2) is chaired by an of the committee:
independent director, at this location:
who is not the chair _____________________________________________
of the board, Insert location here
and disclose:
(3) the charter of the ... and the information
committee; referred to in paragraphs
(4) the relevant (4) and (5):
qualifications in our Corporate Governance
and experience of the Statement OR
members of the at this location:
committee; _____________________________________________
and Insert location here
(5) in relation to each
reporting period, the [If the entity complies
number of times the with paragraph (b):]
committee ... the fact that we do
met throughout the not have an audit committee
period and the processes we employ
and the individual that independently verify
attendances and safeguard the integrity
of the members at those of our corporate reporting,
meetings; OR including the processes
(b) if it does not have for the appointment and
an audit committee, removal of the external
disclose auditor and the rotation
that fact and the of the audit engagement
processes partner:
it employs that in our Corporate Governance
independently Statement OR
verify and safeguard at this location:
the integrity of its _____________________________________________
corporate reporting, Insert location here
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 ... 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 this location:
receive from its CEO _____________________________________________
and CFO a declaration Insert location here
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.
---- ---------------------------- --------------------------------------------------- -----------------------------
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
available to answer at this location: managed entity that does
questions _____________________________________________ not hold an annual general
from security holders Insert location here meeting and this
relevant to the audit. 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
(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 this location:
(b) disclose that policy _____________________________________________
or a summary of it. Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
Principle 6 - Respect the rights of sECURITY holders
----------------------------------------------------------------------------------------------------------------------
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 this location:
website. http://www.nyotaminerals.com/introduction
---- ---------------------------- --------------------------------------------------- -----------------------------
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
program to facilitate Statement OR
effective two-way at this location:
communication _____________________________________________
with investors. Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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
and encourage participation in our Corporate Governance managed entity that does
at meetings of security Statement OR not hold periodic meetings
holders. at this location: of security holders and
_____________________________________________ this recommendation is
Insert location here therefore not applicable
---- ---------------------------- --------------------------------------------------- -----------------------------
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 this location:
to, the entity and its _____________________________________________
security registry Insert location here
electronically.
---- ---------------------------- --------------------------------------------------- -----------------------------
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 a committee or committees
oversee to oversee risk that comply
risk, each of which: with paragraphs (1) and
(1) has at least three (2):
members, a majority of in our Corporate Governance
whom are independent Statement OR
directors; and at this location:
(2) is chaired by an _____________________________________________
independent director, Insert location here
and disclose:
(3) the charter of the ... and a copy of the charter
committee; of the committee:
(4) the members of the at this location:
committee; and _____________________________________________
(5) as at the end of Insert location here
each reporting period,
the number of times the ... and the information
committee met referred to in paragraphs
throughout (4) and (5):
the period and the in our Corporate Governance
individual Statement OR
attendances of the at this location:
members _____________________________________________
at those meetings; OR Insert location here
(b) if it does not have
a risk committee or [If the entity complies
committees with paragraph (b):]
that satisfy (a) above, ... the fact that we do
disclose that fact and not have a risk committee
the processes it or committees that satisfy
employs (a) and the processes we
for overseeing the employ for overseeing our
entity's risk management framework:
risk management in our Corporate Governance
framework. Statement OR
at this location:
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
7.2 The board or a committee ... the fact that we follow an explanation why that
of the board should: this recommendation: is so in our Corporate
(a) review the entity's in our Corporate Governance Governance Statement
risk management framework Statement OR
at least annually to at this location:
satisfy itself that it _____________________________________________
continues to be sound; Insert location here
and
(b) disclose, in relation
to each reporting period,
whether such a review
has taken place.
---- ---------------------------- --------------------------------------------------- -----------------------------
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 this location:
an internal audit function, _____________________________________________
that fact and the processes Insert location here
it employs for evaluating
and continually improving [If the entity complies
the effectiveness of with paragraph (b):]
its risk management and ... the fact that we do
internal control processes. 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 this location:
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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 this location:
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
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
(1) has at least three that complies with paragraphs managed entity and this
members, a majority of (1) and (2): recommendation is therefore
whom are independent in our Corporate Governance not applicable
directors; and Statement OR
(2) is chaired by an at this location:
independent director, _____________________________________________
and disclose: Insert location here
(3) the charter of the
committee; ... and a copy of the charter
(4) the members of the of the committee:
committee; and at this location:
(5) as at the end of _____________________________________________
each reporting period, Insert location here
the number of times the
committee met ... and the information
throughout referred to in paragraphs
the period and the (4) and (5):
individual in our Corporate Governance
attendances of the Statement OR
members at this location:
at those meetings; OR _____________________________________________
(b) if it does not have Insert location here
a remuneration
committee, [If the entity complies
disclose that fact and with paragraph (b):]
the processes it ... the fact that we do
employs not have a remuneration
for setting the level committee and the processes
and composition of we employ for setting the
remuneration level and composition of
for directors and remuneration for directors
senior and senior executives and
executives and ensuring ensuring that such remuneration
that such remuneration is appropriate and not
is appropriate and not excessive:
excessive. in our Corporate Governance
Statement OR
at this location:
On pages7 to 11 of the
2016 Annual Report
_____________________________________________
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
8.2 A listed entity should ... separately our remuneration an explanation why that
separately disclose its policies and practices is so in our Corporate
policies and practices regarding the remuneration Governance Statement OR
regarding the remuneration of non-executive directors we are an externally
of non-executive directors and the remuneration of managed entity and this
and the remuneration executive directors and recommendation is therefore
of executive directors other senior executives: not applicable
and other senior in our Corporate Governance
executives. Statement OR
at this location:
On pages 7 to 11 of the
2016 Annual Report
Insert location here
---- ---------------------------- --------------------------------------------------- -----------------------------
8.3 A listed entity which ... our policy on this an explanation why that
has an equity-based issue or a summary of it: is so in our Corporate
remuneration in our Corporate Governance Governance Statement OR
scheme should: Statement OR we do not have an
(a) have a policy on at this location: equity-based
whether participants _____________________________________________ remuneration scheme and
are permitted to enter Insert location here this recommendation is
into transactions (whether therefore not applicable
through the use of OR
derivatives we are an externally
or otherwise) which limit managed entity and this
the economic risk of recommendation is therefore
participating in the not applicable
scheme; and
(b) disclose that policy
or a summary of it.
---- ---------------------------- --------------------------------------------------- -----------------------------
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
----------------------------------------------------------------------------------------------------------------------
- Alternative to ... the information referred an explanation why that
Recommendation to in paragraphs (a) and is so in our Corporate
1.1 for externally managed (b): Governance Statement
listed entities: in our Corporate Governance
The responsible entity Statement OR
of an externally managed at this location:
listed entity should _____________________________________________
disclose: Insert location here
(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 ... the terms governing an explanation why that
Recommendations our remuneration as manager is so in our Corporate
8.1, 8.2 and 8.3 for of the entity: Governance Statement
externally managed listed in our Corporate Governance
entities: Statement OR
An externally managed at this location:
listed entity should _____________________________________________
clearly disclose the Insert location here
terms governing the
remuneration
of the manager.
---- ---------------------------- --------------------------------------------------- -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
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