TIDMRSG
RNS Number : 5977U
Resolute Mining Limited
29 March 2023
Corporate Governance Statement
The Board of Resolute Mining Limited (Resolute or Company) is
responsible for the corporate governance
of the consolidated entity (Group). The Board guides and
monitors the business and affairs of the Company
on behalf of the Company's shareholders (Shareholders) by whom
they are elected and to whom they
are accountable.
The Company has adopted the Fourth Edition of the Corporate
Governance Principles and Recommendations (Fourth Edition)
established by the ASX Corporate Governance Council and published
in February 2019 by the Australian Securities Exchange (ASX)
(available at
https://www2.asx.com.au/about/regulation/asx-corporate-governance-council
). The Company has also published an Appendix 4G which confirms
that the Company has followed all of the principles and
recommendations of the Fourth Edition.
A description of the Company's main corporate governance
practices is set out below. All practices, unless
otherwise stated, were in place for the entire year. We have set
out our practices in line with the principles
established by the ASX.
This Corporate Governance Statement has been approved by the
Board and is accurate and up to date as at 31 December 2022 unless
a later date is specified.
This Corporate Governance Statement makes various references to
information contained in the Company's
Annual Report for the year ended 31 December 2022 (Annual
Report).
A full copy of the Annual Report can be viewed on our website
https://www.rml.com.au/investors/reports/ .
1. Lay solid foundations for management and oversight
1.1 The Board of Directors and Management
The Board has a Board Charter that outlines the functions
reserved to the Board and those delegated
to management. A copy of the Board Charter can be viewed here
.
The Board is responsible for the overall management, strategic
direction and corporate governance of the Company and for
delivering accountable corporate performance in accordance with the
Company's goals
and objectives. As part of its responsibilities, the Board is
required to:
-- provide strategic direction to the Group, maximise
performance, generate appropriate levels of Shareholder value and
financial return and sustain the growth and success of the
business
-- monitor the operational and financial position of the Company
specifically and the Group generally
-- ensure that the principal risks faced by the Group are
identified and oversee that appropriate control
and monitoring systems are in place to manage the impact of
these risks
-- review and approve Resolute's internal compliance and control
systems, statement of values and
Codes of Conduct to underpin the desired culture within
Resolute
-- appoint (and where appropriate, remove) the CEO and monitor other key executive appointments
-- evaluate the performance of the CEO and through the CEO,
receive reports on the performance of
other senior executives in the context of the attainment of the
Group's strategies and objectives.
The CEO is responsible for the management, operations and
running of the day-to-day affairs of the Group under delegated
authority from the Board.
Further details of the responsibilities of the Board and CEO
(and management under sub-delegation from
the CEO) can be found in the Board Charter.
1.2 Board and Senior Executive appointments
The Company undertakes appropriate checks on Director
candidates, including checks on the person's character, experience,
education, criminal record and bankruptcy history, before either
appointing a person
as a Director or putting that person forward as a candidate for
election or appointment. The Company has extended this practice to
its Senior Executive appointments in accordance with the Fourth
Edition for the financial year commencing 1 January 2022.
Details of the members of the Board and senior executives
including their experience, expertise and qualifications are set
out in the Directors' Report and under the heading "Board of
Directors and Leadership Team" in the Annual Report.
1.3 Board agreements
The Company has a written agreement in place with each Director
and senior executive which sets out the terms of their appointment.
Material variations to these agreements are disclosed to the ASX to
the extent required by the ASX Listing Rules.
1.4 Company Secretary
The Company Secretary has a direct line of communication with
all Directors and is directly accountable to the Board, through the
Chairman, on all matters relating to the proper functioning of the
Board. The Company Secretary is responsible for advising the Board
and its Committees on governance, policy and procedural issues and
the preparation of Board papers and minutes.
1.5 Diversity
In accordance with best governance practice, a diversity and
inclusion policy has been established which includes the review of
diversity within the Group by considering Board composition,
executive composition and employee composition by gender.
The Company's Diversity and Inclusion Policy applies to all
employees of the Group. Details of the policy are set out on the
Company's website here .
The goal of the Diversity and Inclusion Policy is to have a high
performing workforce that takes into account and recognises the
communities in which we operate. The Directors have set measurable
objectives towards establishing this goal. Details of these
objectives and the progress towards achieving them are provided in
the table below.
Objective for year Time
ended period Activity during year ended 31 December
31 December 2022 2022
========================= ============ =============================================================
Strengthen the Company's 2022-2023
Policy Framework * Ongoing Human Rights training in French and English
with for our workforce
Regards to governance
* Diversity, Equity and Inclusion training programme in
English and in French, to be rolled out in 2023
* Board endorsed new Sexual Harassment Policy (training
to be developed and rolled out in 2023)
* Working Responsibly Policy implemented across all
Sites
========================= ============ =============================================================
Elimination of the
gender pay 2020-2023 * Gender pay gap analysis conducted twice a year - no
gap across all entities material gap identified in 2022 salary review process
========================= ============ =============================================================
Objective for year Time
ended period Activity during year ended 31 December
31 December 2022 2022
=========================== ============ ==================================================================
Increase the participation 2020-2023
of women in the * Considered recruitment
work force at the
Senior Manager and
Other * Workforce planning, succession planning and talent
Manager levels (as management initiatives
defined by
WGEA categories)*
=========================== ============ ==================================================================
Work towards increasing 2020-2023 * Measuring progress against nationalisation metrics
the (94% in 2022, a 1% increase compared to 2021)
ratio (at all job
levels) of
Nationals to Expats * Key management roles at Syama have been nationalised,
in each 51% of management and senior management roles at
country of operation* Syama and Mako are held by Nationals
* Recruitment policy reserves entry-level and
semi-skilled roles for members of the local/host
communities
=========================== ============ ==================================================================
Increase the overall 2020-2023 * Measuring progress against Board approved gender
proportion diversity targets
of women in the
workforce*
* Diversity considerations form part of selection
criteria in all recruitment processes
* Flexible and remote work arrangements considered
* Generous Paid Parental Leave Policy rolled out across
the group in 2021, with increase in uptake in 2022
(43 employees in 2022 compared to 17 in 2021)
* Private health insurance support in place for all
direct employees
* Promotion of two female professionals to GM level
positions and as part of the Resolute Leadership Team
* Ensure minimum 50-50 gender split in all Company
sponsored external training programs - traineeships,
apprenticeships etc
=========================== ============ ==================================================================
*Baseline to be created effective 31 Dec 2019
1.6 Board Performance Evaluation
The Company has a Performance Evaluation Process for
periodically evaluating the performance
of the Board, its Committees, individual Directors and senior
executives which can be viewed here .
The Chairman and the Board regularly discuss the performance of
the Board, the performance of the individual Directors and the CEO,
and the Committees of the Board. The Chairman is responsible
for meeting with the individual Directors to discuss their
performance and contribution to the Board.
The performance of the Board was continually assessed during the
year ended 31 December 2022.
1.7 Senior Executives Performance Evaluation
The CEO is responsible for formally evaluating the performance
of senior executives each year.
A performance appraisal questionnaire is completed by each
senior executive and reviewed and
discussed with the CEO in a formal meeting.
The CEO's performance is periodically reviewed by the Nomination
Committee and the Remuneration Committee (each discussed in more
detail in sections 2.1 and 8.1 below) in accordance with agreed
performance parameters.
A performance evaluation of the CEO and senior executives took
place for the year ended
31 December 2022 in accordance with the process described
above.
2. Structure the board to add value
2.1 Nomination Committee
The Company has a Nomination Committee that is governed by the
Nomination Committee Charter
(a copy of which can be viewed here ) .
The Nomination Committee is responsible for Board and Committee
membership, succession planning, performance evaluation and
diversity and inclusion policy development, monitoring and review.
Further roles and responsibilities of the Nomination Committee,
including a description of the procedure for the selection,
appointment and re-election of incumbents, can be found in the
Nomination Committee Charter.
As at 31 December 2022 and as at the date of this statement, the
Nomination Committee comprised of
Mr M. Botha (Chair), Ms S. Shugg, Mr S. Jackson, Mr A. Reynolds
and Mr M. Potts, all of whom are
Non-Executive Directors.
As at the date of this statement, all members of the Nomination
Committee are independent Directors.
The attendance record of Nomination Committee members at
Nomination Committee meetings for the reporting period ended 31
December 2022 is noted in the Directors' Report under the heading
"Directors' Meetings" in the Annual Report.
2.2 Board Composition and Skills Matrix
The Board
As at 31 December 2022 and as at the date of this statement, the
Board is comprised of five Non-Executive Directors (including the
Chairman) and one Executive Director (being the Managing Director
and CEO).
The table below sets out the detail of the tenure of each
Director.
Director Role of Director First Appointed* Qualification
================ ======================= ================= ==========================
Martin Botha Non-Executive Director February BScEng
and Chairman 2014
( appointed Chairman
from 29 June 2017)
Adrian Reynolds Non-Executive Director May 2021 MSc, GradDipMinEng
Simon Jackson Non-Executive Director October 2021 B.Com FCA
Mark Potts Non-Executive Director June 2017 BSc (Hons), GAICD
Sabina Shugg Non-Executive Director September BSc (Mining Engineering),
2018 MBA, GAICD
Terry Holohan Managing Director and May 2022 BSc CEng MIMMM
CEO
================ ======================= ================= ==========================
*Resolute was incorporated on 8 June 2001.
In relation to term of office, the Company's constitution
specifies that one third (or if not a whole number,
the nearest whole number to one third) of all Directors (with
the exception of the CEO) must retire from office annually and are
eligible for re-election. The Nomination Committee assesses and
determines whether to endorse the re-election of Directors required
to retire by rotation. The Company's constitution also requires
that any Director who has been in office for more than three years
must retire from office at the next annual general meeting and is
eligible for re-election.
Skills Matrix
A profile of each Director setting out their skills, experience,
expertise and period of office is set out in the Directors' Report
in the Annual Report.
The Board has identified that the appropriate mix of skills and
diversity required of its members on the Board to operate
effectively and efficiently is achieved by personnel having
substantial skills and experience in operational management, mining
and technical, capital projects, strategy/risk, finance, listed
resource companies, equity markets and sustainability and
stakeholder management.
Each Director brings a unique and varied skillset covering
relevant aspects of the desired mix of skills and diversity
required in the composition of the Board, and each Director has the
right of access to all Company information and to the senior
executive team.
The table below summarises the areas of competence, skills and
experience of the six Directors in office as at 31 December
2022.
Skill/competency and Board composition
============================================================
Leadership and Culture Governance and Compliance
========================== ================================
Senior executive Experience
role in
or substantial recognising
Board and
experience managing risks
in a which
company with have the potential
proven track to
record materially
of leadership impact the
skills. achievement
of
business objectives.
======================== ==============================
Record of Experience
senior with
leadership regulatory
in a public and legal
listed company compliance
. and
litigation/disputes.
======================== ==============================
Skill/competency and Board composition
====================================================
Industry People and Capability
========================= =========================
Ability to Board or senior
leverage executive
digital technology or
to equivalent
support growth experience
and in people
drive competitive management
advantage. and
succession
planning,
and performance
and
organisational
culture .
======================= =======================
Board or senior
Senior executive executive
experience or
in a large equivalent
mining organisation experience
combined with in
an understanding remuneration
of the Group's policy
corporate and application
purpose to including
create long-term linking
shareholder remuneration
value through to
the discovery, strategy.
acquisition,
development
and marketing
of natural
resources.
======================= =======================
Senior executive Board or senior
experience executive
in the gold or equivalent
industry, experience
including in industrial
in-depth knowledge relations.
of the Group's
strategy,
markets, competitors,
operational
issues, technology
and regulatory
concerns.
======================= =======================
Skill/competency and Board composition
=============================================================
Commercial Capability Sustainability and Stakeholder
Management
========================= ==================================
Successful Demonstrable
record understanding
of development of
and health and
oversight safety
of business management,
strategy and performance
competitive and
business analysis. governance.
======================= ================================
Exhibits a Demonstrable
high level understanding
of of key
financial environmental
acumen and impacts, in
has senior cluding fluency
executive in how climate
or equivalent change risks
experience and opportunities
in affect the
financial business and
accounting experience
and reporting in management,
and internal performance
financial and governance
controls, of these
including impacts.
the ability
to probe the
adequacies
of financial
and risk controls.
======================= ================================
Senior executive Demonstrated
or commitment
equivalent to the
experience highest standards
or background of
in corporate governance
capital intensive including board
and or senior executive
long-term or equivalent
projects experience
and investments. or background
which demonstrates
a commitment
to a high level
of corporate
governance.
======================= ================================
Relevant experience Track record
in merger of
and overseeing
acquisition successful
transactions engagement
raising with a
complex financial, range of key
regulatory stakeholders
and at
operational national, regional
issues. and
local levels,
including
government,
community and
non
government
organisations.
======================= ================================
Skill/competency and Board composition
============================================================================
Sustainability and Stakeholder
Management
============================================ ==============================
Experience
in government
affairs and
public and
regulatory
policy.
================ ======================= ================ ===============
External Market
============================================================================
Senior executive
experience
in the gold
industry,
including
in-depth knowledge
of the Group's
strategy,
markets, competitors,
operational
issues, technology
and
regulatory
concerns.
================ ======================= ================ ===============
High Competence Awareness
Diversity of the Board as at 31 December 2022
--------------------------------------------------
Gender
5 males and 1 female
======== ======================== ==============
Tenure 0 - 2 years
2 - 4 years 3 directors
4 - 10 years 0 directors
10+ years 3 directors
0 directors
======== ======================== ==============
2.3 Assessment of Board Independence
Directors are expected to contribute independent views to the
Board.
An independent Board member operates independently of executive
management and free of any business or other relationship
(personal, business or otherwise) that could materially interfere
with, or could reasonably be perceived to materially interfere
with, the exercise of their unfettered and independent
judgment.
Independent Board members accordingly assist in ensuring that
the Board operates in the best interests of the Company, having
regard to the goals and objectives of the Company.
The assessment of whether a Board member is independent is a
matter of judgement for the Board as a whole and includes concepts
of materiality. In making that judgement the Board may have regard
to, but need not be bound by, the Recommendations as to director
"independence".
All Board members are required to disclose to the Board and the
Nomination Committee (via the Company Secretary) any interest,
position, association, relationship or information (and any changes
thereof) which may be relevant or material to that assessment.
The Chairman, and at least a majority of Directors, should be
independent, unless special circumstances exist, are disclosed and
are approved of by the Board as an exception to this
requirement.
The Board regularly reviews and considers the positions and
associations of each of the Directors in office.
As at 31 December 2022, the Board considered that five of the
six directors were independent, namely, Mr M. Botha (Chairman), Ms
S. Shugg, Mr A. Reynolds, Mr S. Jackson and Mr M. Potts. As at 31
December 2022, the Board did not consider Mr T. Holohan to be
independent.
Refer to section 2.2 of this statement under the heading "The
Board" for details of the length of service of each of the
Directors.
2.4 Ratio of Board Independence
As at 31 December 2022, the majority of the Board (five of the
six Directors) were independent.
2.5 Roles of the Chairman and CEO
The roles of the Chairman (Mr M. Botha) and the CEO (Mr T.
Holohan) are not exercised by the same individual. As at the date
of this Statement, the Chairman is an independent Non-Executive
Director.
2.6 Board Induction and Professional Development
The Company has a procedure for the selection and appointment of
new Directors which can be viewed here .
The Board, through the Nomination Committee, reviews whether the
Directors as a group have the skills, knowledge and familiarity
with the Group and its operating environment required to fulfil
their role on the Board and its Committees effectively. It also
oversees Board member induction and professional development
including, where gaps are identified, considering what training or
development could be undertaken to fill the gaps, and where
necessary, providing resources for the Directors to develop and
maintain their skills and knowledge. Further details of the
professional development provided by the Nomination Committee can
be found in the Nomination Committee Charter.
Directors and Board Committees have the right, in connection
with their duties and responsibilities, to seek independent
professional advice at the Company's expense.
3. Act ethically and responsibly
3.1 Values
The Company has implemented a formal set of behavioural values
designed to uphold high standards of integrity and work performance
by all Directors and employees of the Group. The Company's values
are:
-- Respect: We respect each other and the countries and communities in which we operate.
-- Accountability: We own our actions and deliver on our commitments.
-- Integrity: We are ethical, open and honest.
-- Sustainability: We prioritise health, safety and environment,
operating responsibly to manage risk
and opportunity.
-- Empowerment: We set ambitious goals, foster high performance
and support our people to generate
new ideas.
3.2 Ethical standards and code of conduct
Code of Conduct
The Board acknowledges the need for the highest standards of
corporate governance and ethical conduct
by all Directors and employees of the Group. As such, the
Company has a Code of Conduct which has been fully endorsed by the
Board and applies to all Directors and Group employees. The Code of
Conduct is regularly reviewed and updated as necessary to ensure
that it reflects the highest standards of behaviour
and professionalism and the practices necessary to maintain
confidence in the Group's integrity.
A fundamental theme is that all business affairs are conducted
legally, ethically and with strict observance
of the highest standards of integrity and propriety. The
Directors and management have the responsibility
to carry out their functions with a view to maximising financial
performance of the consolidated entity.
This concerns the propriety of decision making in conflict of
interest situations and quality decision making
for the benefit of Shareholders. All material breaches of the
Code of Conduct are reported to the Board.
The Company's employees must complete training on the Code of
Conduct (via an online module or in a
face to face format).
A copy of the Company's Code of Conduct can be found here .
Whistleblower Policy
In line with the Code of Conduct, the Company has a
Whistleblower Policy which aims to further the Company's commitment
to maintaining high ethical standards of conduct and to encourage
the reporting of any instance of suspected unethical, illegal,
fraudulent or undesirable conduct which contravenes the Code of
Conduct. The Whistleblower Policy also ensures that persons who
make a report in good faith can do so without fear of intimidation,
disadvantage or reprisal. All material breaches of the
Whistleblower Policy are reported to the Board.
A copy of the Company's Whistleblower Policy can be found here
.
Anti-Bribery and Corruption Policy
An important element of the Code of Conduct addresses
anti-bribery and corruption (ABC) and requires the adherence to
Australian and other applicable anti-bribery laws conducting
business dealings, irrespective of local standards and practices in
the place of business. The Company's Anti-Bribery and Corruption
Policy provides further guidance and sets out the Company's
commitment to conducting its business ethically and with honesty
and integrity, with a "zero-tolerance" approach to bribery and
corruption. All material breaches of the Anti-Bribery and
Corruption Policy are reported to the Board.
The Company conducts a broader ABC compliance programme which
includes measures such as ABC training for staff (particularly
staff at higher risk of exposure to corruption), the placement of
suitable ABC clauses in all contracts (particularly those with
third party representatives who interact with government officials
on the Company's behalf), and a pre-approval regime for offering,
giving or receiving gifts above a modest value.
The Company has not been involved in any ABC regulatory
investigations or legal actions either during the calendar year
ending 31 December 2022 or as at the date of this statement.
A copy of the Company's Anti-Bribery and Corruption Policy can
be found here .
3.3 Sustainability Committee
As at the date of this statement, the Company has a
Sustainability Committee. The Sustainability Committee is comprised
of Mr T. Holohan (CEO & Chair), Ms S. Shugg (Non-Executive
Director), Mr A. Reynolds (Non-Executive Director) and relevant
senior executives, namely the Company's Chief Operating
Officer.
The Sustainability Committee is chaired by Mr T. Holohan.
The Sustainability Committee operates under a charter approved
by the Board which can be found here .
The key purposes of the Committee are to act as a forum for
presentation of the safety performance and environmental impact
management of the Group operations including exploration,
consultation, discussion and dissemination of information on
matters which are likely to affect the safety performance and
environmental management of Group workplaces.
The Sustainability Committee is also responsible for:
-- monitoring key risks to the business in the areas of health, safety, security and environment
-- monitoring the Group's compliance with relevant laws,
regulations and Group operational policies
and standards
-- monitoring the culture that is promoted within the Group to
promote compliance with and responsibility
for health, safety, security and environmental management
-- establishing and tracking of measurable workplace health,
safety and environment objectives and targets, including
recognising and celebrating their achievement.
4. Safeguard integrity in corporate reporting
4.1 Audit and Risk Committee
The Company has an Audit and Risk Committee. As at 31 December
2022 and as at the date of this statement, the Audit and Risk
Committee comprised of Mr S. Jackson (Chair), Mr M. Botha, Mr A.
Reynolds, Ms S. Shugg and Mr M. Potts, all of whom are
Non-Executive Directors.
As at the date of this statement, all members of the Audit and
Risk Committee are independent Directors.
The Audit and Risk Committee is chaired by Mr S. Jackson, who is
not the Chairman of the Board.
All members of the Audit and Risk Committee consider themselves
to be financially literate and have significant understanding of
the industry in which the Company operates. The attendance record
of Audit and Risk Committee members at Audit and Risk Committee
meetings for the reporting period ended 31 December 2022 is noted
in the Directors' Report under the heading "Directors' Meetings" in
the Annual Report.
Details of the members of the Board including their experience,
expertise and qualifications are set out in the Directors' Report
under the heading "Directors" and under the heading "Board of
Directors and Leadership Team" in the Annual Report.
The Audit and Risk Committee operates under a charter approved
by the Board which can be found here .
It is the Board's responsibility to ensure that an effective
internal control framework exists within the entity. This includes
internal controls to deal with both the effectiveness and
efficiency of significant business processes. This includes the
safeguarding of assets, the maintenance of proper accounting
records, and the reliability of financial information as well as
non-financial considerations. The Audit and Risk Committee also
provides the Board with additional assurance regarding the
reliability of the financial information for inclusion in the
financial reports.
The Audit and Risk Committee is also responsible for:
-- ensuring compliance with statutory responsibilities relating
to accounting policy and disclosure
-- liaising with, discussing and resolving relevant issues with the auditors
-- assessing the adequacy of accounting, financial and operating controls
-- reviewing half-year and annual financial statements before submission to the Board.
4.2 Corporate reporting certifications
The Company's Chief Executive Officer (Mr T. Holohan) and Chief
Financial Officer (Mr D. Warden) have provided the Board with the
appropriate assurances in relation to full year statutory financial
reports during the year ended 31 December 2022.
These assurances include declarations in accordance with Section
295A of the Corporations Act 2001 (Cth) (Corporations Act) that, in
their opinion, the financial records have been properly maintained
and that the financial statements comply with the appropriate
accounting standards, and that they give a true and fair view of
the financial position and performance of the Company, 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 Verification of Reports
The Company's external auditor, Ernst & Young, reviews the
annual Directors' Report, annual Remuneration Report, and the
annual and half yearly Financial Statements. The balance of
periodic corporate reports, including Quarterly Reports, the annual
Corporate Governance Statement, and the annual Reserves and
Resources Statement, are subject to a rigorous internal review
process coordinated by the Investor Relations team with individual
sign offs by the relevant functional areas.
4.4 External Auditor
The Company's external auditor, Ernst & Young (External
Auditor), attends the Company's Annual
General Meeting. The External Auditor's presence is made known
to Shareholders during the meeting,
and Shareholders are provided with an opportunity to address
questions to the External Auditor relevant to the audit and the
preparation and content of the External Auditor's report.
The External Auditor is invited to attend all Audit and Risk
Committee Meetings. As noted in the Audit and Risk Committee
Charter, the performance and independence of the External Auditor
is reviewed by the
Audit and Risk Committee.
The External Auditor's existing policy requires that its audit
team provide a statement as to their independence. This statement
was received by the Audit and Risk Committee for the reporting
period ended 31 December 2022.
The External Auditor has a policy for the rotation of the lead
audit partner in accordance with the requirements of the
Corporations Act.
5. Make timely and balanced disclosure
5.1 Continuous disclosure
The Board has a Continuous Disclosure Policy which can be viewed
here . The Company is committed to:
-- ensuring that stakeholders have the opportunity to access
externally available information issued
by the Company
-- providing full and timely information to the market about the Company's activities
-- complying with the obligations contained in the ASX Listing
Rules and the Corporations Act relating
to continuous disclosure.
The Board has designated the CEO, the CFO and the Company
Secretary as the responsible officers for administering the
Continuous Disclosure Policy. This involves complying with the
continuous disclosure requirements outlined in the ASX Listing
Rules, ensuring that disclosure with the ASX is co-ordinated and
being responsible for administering and implementing the
policy.
5.2 Board communication
The Company makes announcements available to Directors promptly
after receiving confirmation from the ASX that an announcement has
been released to the market.
5.3 Announcements and presentation materials
The Company releases announcements and presentation materials
containing new or market sensitive material to the ASX prior to the
time of the corresponding presentation to analysts, investors or
conference. Following confirmation of release of such materials by
the ASX, the materials are published on the Company's website,
selected social media and circulated by email to the Company's
subscribers.
Presentation materials that do not contain new or market
sensitive material are published on the website
and circulated to the Company's subscribers at the time they are
made available to the relevant event.
6. Respect the rights of security holders
6.1 Shareholder communication
The Company's website ( www.rml.com.au ) provides information on
the Company including its history, current operations and corporate
directory.
The Corporate Governance page of the Company's website (
https://www.rml.com.au/corporate-governance ) provides access to
key policies, procedures and charters of the Company, such as the
Board and Committee charters, Securities Trading Policy, Diversity
and Inclusion Policy and Continuous Disclosure Policy, and the
Company's latest Corporate Governance Statement.
ASX announcements, Company reports and presentations are
uploaded to the website following release to the ASX and editorial
content is updated on a regular basis. The Company is committed to
providing Shareholders and the market with consistent, transparent
corporate reporting and timely, accurate disclosures.
6.2 Investor relations program
The Board has established a Communications Strategy which can be
viewed here . The Company's website ( www.rml.com.au ) provides
information on the Company including its background, objectives,
projects and contact details.
The Board aims to ensure that Shareholders, on behalf of whom
they act, are informed of all information necessary and kept
informed of all major developments affecting the Company in a
timely and effective manner. Information is communicated to the
market and Shareholders through:
-- the annual report which is made available to all Shareholders and the public
-- half yearly, quarterly reports and ASX announcements which
are made to the ASX and posted on the entity's website
-- the annual general meeting and other meetings so called to
obtain approval for Board action as appropriate.
6.3 Shareholder participation
The Board recognises the rights of Shareholders and encourages
participation of Shareholders at general meetings of the Company.
Notices of meetings are distributed to Shareholders and
Shareholders are provided with the opportunity to attend general
meetings.
Shareholders who are unable to attend meetings of the Company
are encouraged to participate by way of appointment of a proxy.
Information as to how to lodge a proxy form is provided to
Shareholders at the time a notice of meeting is distributed.
Shareholders are encouraged to use their attendance at meetings to
ask questions on any matter, with time being specifically set aside
for Shareholder queries.
6.4 Substantive resolutions
All substantive resolutions are decided by a poll at general
meetings of the Company.
6.5 Communication options
Shareholders have a choice in relation to the methods in which
they receive information (including notices
of meetings) from the Company. A Shareholder can request to have
information released to them by email
by phoning the Company's Share Registry, Computershare, on 1300
850 505 (within Australia) or
+61 3 9415 4000 (outside Australia) or by visiting the Share
Registry's "Investor Centre" at
www-au.computershare.com/investor/ which allows Shareholders to
login and access their
personal information, shareholdings and a range of relevant
forms via its website.
7. Recognise and manage risk
7.1 Risk management
The Company takes a pro-active approach to risk management
across the Group and the Board has ultimate responsibility for
ensuring that the principal risks faced by the Group are identified
and overseeing that appropriate control and monitoring systems are
in place to manage the impact of these risks.
As detailed in section 4.1 above, the Board's identification and
oversight role was supported by the Audit and Risk Committee during
the reporting period. The Audit and Risk Committee has a risk
function as set by the Audit and Risk Committee Charter which can
be viewed here .
Separately, the CEO and the Chief Financial Officer will inform
the Board annually in writing that the sign off given on the
financial statements is founded on a sound system of risk
management and internal control compliance which implements the
policies adopted by the Board.
The Company's risk management and internal compliance and
control systems is operating effectively and efficiently in all
material respects.
7.2 Review of risk management framework
The scope of the Audit and Risk Committee's risk function
includes approving and monitoring policies for identifying and
managing/mitigating/transferring risk (including in accordance with
the Group's risk management policy) and reviewing the Group's risk
management framework and policies at least annually to satisfy
itself that it continues to be sound and that it is operating with
due regard to the risk appetite set by the Board. T he risk
management framework was continually reviewed during the reporting
period by the Board.
7.3 Internal audit function
The Company had a dedicated internal audit function during the
reporting period ended 31 December 2022.
KPMG was engaged until 2022 and Deloitte has been engaged from
2023 to perform the internal audit function. The Company Secretary
is responsible for internal audit, reporting directly to the Audit
and Risk Committee.
The Audit and Risk Committee will ensure that appropriately
qualified personnel with the suitable skill sets are employed to
manage the internal audit function and reviews and assesses the
performance and objectivity of the Company's internal audit
function.
7.4 Management of material risks
The Company has an existing risk framework in place that uses a
series of workshops and interviews to assist in the identification
and assessment of key business risks including the associated
mitigation controls and strategies to appropriately manage the
material risks.
The Company has summarised its key business risks and the
associated mitigation controls and strategies to appropriately
manage those material risks in the Annual Report under the heading
"Risk Management".
8. Remunerate fairly and responsibly
8.1 Remuneration Committee
The Company has a Remuneration Committee that is governed by the
Remuneration Committee Charter
(a copy of which can be viewed here ) .
The Remuneration Committee is responsible for determining and
reviewing the compensation arrangements for the Directors
(including the CEO), the executive team and Group employees, and
making recommendations to the Board in this regard.
As at 31 December 2022 and as at the date of this statement, the
Remuneration Committee comprised
of Mr M. Potts (Chair), Mr M. Botha, Ms S. Shugg, Mr A. Reynolds
and Mr S. Jackson all of whom are
Non-Executive Directors. As at the date of this statement, all
members of the Remuneration Committee
are independent Directors.
The attendance record of Remuneration Committee members at
Remuneration Committee meetings for the reporting period ended 31
December 2022 is noted in the Directors' Report under the heading
"Directors' Meetings" in the Annual Report.
8.2 Remuneration policies
The details of the Directors' and Officers' remuneration
policies are provided in the Directors' Report under the heading
"Remuneration Report" in the Annual Report. The Remuneration
Committee reviews and reassesses the policy at least annually and
obtains the approval of the Board.
The Remuneration Committee is responsible for developing
measurable objectives and evaluating progress against these
objectives.
8.3 Securities trading
The Company's Securities Trading Policy can be found here .
This policy is driven by the Corporations Act requirements and
applies to all Directors, officers and Group employees. The policy
summarises the law relating to insider trading and sets out the
trading prohibitions which apply to persons affected by the
policy.
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END
MSCEALDNADDDEEA
(END) Dow Jones Newswires
March 29, 2023 02:00 ET (06:00 GMT)
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