|
Principle 1 - Lay solid foundations for management and
oversight
|
|
1.1
|
A listed entity should have and
disclose a board charter setting out:
(a) the
respective roles and responsibilities of its board and management;
and
(b) those
matters expressly reserved to the board and those delegated to
management.
|
☒
and we have disclosed a copy of our
board charter at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement OR
☐ we are
an externally managed entity and this
recommendation is therefore not applicable
|
|
1.2
|
A listed entity should:
(a)
undertake appropriate checks before appointing a director or senior
executive or putting someone forward for election as a director;
and
(b) provide
security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a
director.
|
☒
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
1.3
|
A listed entity should have a
written agreement with each director and senior executive setting
out the terms of their appointment.
|
☒
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
1.4
|
The company secretary of a listed
entity should be accountable directly to the board, through the
chair, on all matters to do with the proper functioning of the
board.
|
☒
|
☐ set out in
our Corporate Governance
Statement OR
☐ we
are an externally managed entity and this
recommendation is therefore not applicable
|
|
1.5
|
A listed entity should:
(a) have and
disclose a diversity policy;
(b) through
its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce generally; and
(c) disclose
in relation to each reporting period:
(1) the
measurable objectives set for that period to achieve gender
diversity;
(2) the
entity's progress towards achieving those objectives;
and
(3)
either:
(A) the respective
proportions of men and women on the board, in senior executive
positions and across the whole workforce (including how the entity
has defined "senior executive" for these purposes); or
(B) 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.
If the entity was in the
S&P / ASX 300 Index at the commencement of the
reporting period, the measurable objective for achieving gender
diversity in the composition of its board should be to have not
less than 30% of its directors of each gender within a specified
period.
|
☒
and we have
disclosed a copy of our diversity
policy at:
Corporate Governance
Statement
and we have
disclosed the information referred to in
paragraph (c) at:
Corporate Governance
Statement
The Company was not included in
the S&P / ASX 300 Index at
the commencement of the reporting period.
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
1.6
|
A listed entity should:
(a) have and
disclose a process for periodically evaluating the performance of
the board, its committees and individual directors; and
(b) disclose
for each reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of
that period.
|
☒
and we have disclosed the
evaluation process
referred to in paragraph (a) at:
Corporate Governance
Statement
and whether a performance evaluation
was undertaken for the reporting period in accordance with that
process at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
1.7
|
A listed entity should:
(a) have and
disclose a process for evaluating the performance of its senior
executives at least once every reporting period; and
(b) disclose
for each reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of
that period.
|
☒
and we have disclosed the
evaluation process
referred to in paragraph (a) at:
Corporate Governance
Statement
and whether a performance evaluation
was undertaken for the reporting period in accordance with that
process at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
Principle 2 - Structure the board to BE EFFECTIVE AND add
value
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|
2.1
|
The board of a listed entity
should:
(a) have a
nomination committee which:
(1) has at
least three members, a majority of whom are independent directors;
and
(2) is
chaired by an independent director,
and disclose:
(3) the
charter of the committee;
(4) the
members of the committee; and
(5) as at
the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it
does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities
effectively.
|
☒
and we have
disclosed a copy of the charter of the
committee at:
https://www.rml.com.au/corporate-governance/
and the information referred to in
paragraphs (4) and (5) at:
our Annual Report
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
2.2
|
A listed entity should have and
disclose a board skills matrix setting out the mix of skills that
the board currently has or is looking to achieve in its
membership.
|
☒
and we have disclosed our
board skills matrix
at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
2.3
|
A listed entity should
disclose:
(a) the
names of the directors considered by the board to be independent
directors;
(b) if a
director has an interest, position, affiliation or relationship of
the type described in Box 2.3 but the board is of the opinion
that it does not compromise the independence of the director, the
nature of the interest, position or relationship in question and an
explanation of why the board is of that opinion; and
(c) the
length of service of each director.
|
☒
and we have disclosed the names of
the directors considered by the board to be independent directors at:
Corporate Governance
Statement
and, where applicable, the
information referred to in paragraph (b) at:
Corporate Governance
Statement
and the length of service of each
director at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement
|
|
2.4
|
A majority of the board of a listed
entity should be independent directors.
|
☒
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not
applicable
|
|
2.5
|
The chair of the board of a listed
entity should be an independent director and, in particular, should
not be the same person as the CEO of the entity.
|
☒
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not
applicable
|
|
2.6
|
A listed entity should have a
program for inducting new directors and for
periodically reviewing whether there is a
need for existing directors to undertake professional development
to maintain the skills and knowledge needed to perform their role
as directors effectively.
|
☒
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not
applicable
|
|
Principle 3 - INSTIL A CULTURE of acting lawfully, ethically
and responsibly
|
|
3.1
|
A listed entity should articulate
and disclose its values.
|
☒
and we have
disclosed our values at:
Resolute
Values
|
☐ set out in
our Corporate Governance Statement
|
|
3.2
|
A listed entity should:
(a) have and
disclose a code of conduct for its directors, senior executives and
employees; and
(b) ensure
that the board or a committee of the board is informed of any
material breaches of that code.
|
☒
and we have disclosed our
code of conduct
at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
3.3
|
A listed entity should:
(a) have and
disclose a whistleblower policy; and
(b) ensure
that the board or a committee of the board is informed of any
material incidents reported under that policy.
|
☒
and we have disclosed our
whistleblower policy at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
3.4
|
A listed entity should:
(a) have and
disclose an anti-bribery and corruption policy; and
(b) ensure
that the board or committee of the board is informed of any
material breaches of that policy.
|
☒
and we have disclosed our
anti-bribery and corruption policy
at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
Principle 4 - safeguard the integrity of corporate
reports
|
|
4.1
|
The board of a listed entity
should:
(a) have an
audit committee which:
(1) has at
least three members, all of whom are non-executive directors and a
majority of whom are independent directors; and
(2) is
chaired by an independent director, who is not the chair of the
board,
and disclose:
(3) the
charter of the committee;
(4) the
relevant qualifications and experience of the members of the
committee; and
(5) in
relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances
of the members at those meetings; or
(b) if it
does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for
the appointment and removal of the external auditor and the
rotation of the audit engagement partner.
|
☒
and we have
disclosed a copy of the charter of the
committee at:
https://www.rml.com.au/corporate-governance/
and the information referred to in
paragraphs (4) and (5) at:
in our Annual Report
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance Statement
|
|
4.2
|
The board of a listed entity should,
before it approves the entity's financial statements for a
financial period, receive from its CEO and CFO a declaration that,
in their opinion, the financial records of the entity have been
properly maintained and that the financial statements comply with
the appropriate accounting standards and give a true and fair view
of the financial position and performance of the entity and that
the opinion has been formed on the basis of a sound system of risk
management and internal control which is operating
effectively.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
4.3
|
A listed entity should disclose its
process to verify the integrity of any periodic corporate report it
releases to the market that is not audited or reviewed by an
external auditor.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
Principle 5 - Make timely and balanced
disclosure
|
|
5.1
|
A listed entity should
have and disclose a written policy for complying
with its continuous disclosure obligations under listing
rule 3.1.
|
☒
and we have disclosed our continuous
disclosure compliance policy at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
5.2
|
A listed entity should ensure that
its board receives copies of all material market announcements
promptly after they have been made.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
5.3
|
A listed entity that gives a new and
substantive investor or analyst presentation should release a copy
of the presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
Principle 6 - Respect the rights of sECURITY
holders
|
|
6.1
|
A listed entity should provide
information about itself and its governance to investors via its
website.
|
☒
and we have disclosed information
about us and our governance on our website
at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
6.2
|
A listed entity should have an
investor relations program that facilitates effective two-way
communication with investors.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
6.3
|
A listed entity should disclose how
it facilitates and encourages participation at meetings of security
holders.
|
☒
and we have disclosed how we
facilitate and encourage participation at meetings of security
holders at:
https://www.rml.com.au/corporate-governance/
|
☐ set out in
our Corporate Governance Statement
|
|
6.4
|
A listed entity should ensure that
all substantive resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
6.5
|
A listed entity should give security
holders the option to receive communications from, and send
communications to, the entity and its security registry
electronically.
|
☒
|
☐ set out in
our Corporate Governance Statement
|
|
Principle 7 - RECOGNISE AND MANAGE RISK
|
|
7.1
|
The board of a listed entity
should:
(a) have a
committee or committees to oversee risk, each of which:
(1) has at
least three members, a majority of whom are independent directors;
and
(2) is
chaired by an independent director,
and disclose:
(3) the
charter of the committee;
(4) the
members of the committee; and
(5) as at
the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it
does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for
overseeing the entity's risk management framework.
|
☒
and we have
disclosed a copy of the charter of the
committee at:
https://www.rml.com.au/corporate-governance/
and the information referred to in
paragraphs (4) and (5) at:
our Annual Report
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance Statement
|
|
7.2
|
The board or a committee of the
board should:
(a)
review the entity's risk
management framework at least
annually to satisfy itself that it
continues to be sound and that the entity is operating with due
regard to the risk appetite set by the
board; and
(b)
disclose, in relation to each reporting period, whether such a
review has taken place.
|
☒
and we have disclosed whether a
review of the entity's risk management framework was undertaken
during the reporting period at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement
|
|
7.3
|
A listed entity should
disclose:
(a) if it
has an internal audit function, how the function is structured and
what role it performs; or
(b) if it
does not have an internal audit function, that fact and the
processes it employs for evaluating and
continually improving the effectiveness of its governance, risk
management and internal control processes.
|
☒
and we have
disclosed how our internal audit function
is structured and what role it performs at:
Corporate Governance
Statement
|
☐ set out in
our Corporate Governance Statement
|
|
7.4
|
A listed entity should disclose
whether it has any material exposure to environmental or social
risks and, if it does, how it manages or intends to manage those
risks.
|
☒
and we have disclosed whether we
have any material exposure to environmental
and social risks at:
our Annual Report at
https://www.rml.com.au/reports.html,
and, if we do, how we manage or
intend to manage those risks at:
our Annual Report at
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance
Statement
|
|
Principle 8 - REMUNERATE FAIRLY AND
RESPONSIBLY
|
|
8.1
|
The board of a listed entity
should:
(a) have a
remuneration committee which:
(1) has at
least three members, a majority of whom are independent directors;
and
(2) is
chaired by an independent director,
and disclose:
(3) the
charter of the committee;
(4) the
members of the committee; and
(5) as at
the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it
does not have a remuneration committee, disclose that fact and the
processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not
excessive.
|
☒
and we have
disclosed a copy of the charter of the
committee at:
https://www.rml.com.au/corporate-governance/
and the information referred to in
paragraphs (4) and (5) at:
our Annual Report at
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance Statement OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
8.2
|
A listed entity should separately
disclose its policies and practices regarding the remuneration of
non-executive directors and the remuneration of executive directors
and other senior executives.
|
☒
and we have disclosed separately
our remuneration policies and practices
regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives
at:
our Annual Report at
https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance
Statement OR
☐ we are an externally managed entity and
this recommendation is therefore not
applicable
|
|
8.3
|
A listed entity which has an
equity-based remuneration scheme should:
(a) have a
policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise)
which limit the economic risk of participating in the scheme;
and
(b) disclose
that policy or a summary of it.
|
☒
and we have disclosed our policy
on this issue or a
summary of it at: our Annual Report
at https://www.rml.com.au/reports.html
|
☐ set out in
our Corporate Governance Statement OR
☐ we do not have an equity-based
remuneration scheme and this recommendation is therefore not
applicable OR
☐ we are an
externally managed entity and this recommendation is therefore not
applicable
|
|
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN
CASES
|
|
9.1
|
A listed entity with a director who
does not speak the language in which board or security holder
meetings are held or key corporate documents are written should
disclose the processes it has in place to ensure the director
understands and can contribute to the discussions at those meetings
and understands and can discharge their obligations in relation to
those documents.
|
n/a
|
☐ set out in
our Corporate Governance Statement OR
☐ we do not have a director in this
position and this recommendation is therefore not applicable
OR
☐ we are an externally managed entity
and this recommendation is therefore not
applicable
|
|
9.2
|
A listed entity established outside
Australia should ensure that meetings of security holders are held
at a reasonable place and time.
|
n/a
|
☐ set out in
our Corporate Governance Statement OR
☐ we are established in Australia and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity
and this recommendation is therefore not applicable
|
|
9.3
|
A listed entity established outside
Australia, and an externally managed listed entity that has an AGM,
should ensure that its external auditor attends its AGM and is
available to answer questions from security holders relevant to the
audit.
|
n/a
|
☐ set out in
our Corporate Governance Statement OR
☐ we are established in Australia and
not an externally managed listed entity
and this recommendation is therefore not
applicable
☐ we are an externally managed entity
that does not hold an AGM and this
recommendation is therefore not applicable
|
|
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED
ENTITIES
|
|
-
|
Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an
externally managed listed entity should disclose:
(a) the
arrangements between the responsible entity and the listed entity
for managing the affairs of the listed entity; and
(b) the role
and responsibility of the board of the responsible entity for
overseeing those arrangements.
|
n/a
|
☐ set out in
our Corporate Governance Statement
|
|
-
|
Alternative to Recommendations 8.1, 8.2 and 8.3 for
externally managed listed entities:
An externally managed listed entity
should clearly disclose the terms governing the remuneration of the
manager.
|
n/a
|
☐ set out in
our Corporate Governance Statement
|
|
|
|
|
| |