Corporate Governance

Audit and Risk Committee Charter

Function and Purpose

The Audit and Risk Committee provides advice and assistance to the Board in fulfilling the Board’s responsibilities relating to:

The Company’s financial statements;
Financial and market reporting processes;
Internal accounting and financial control systems;
Internal control;
Risk management and controls
External audit; and
Such other matters as the Board may request from time to time.

Membership and Composition

The minimum number of member required on the Committee is three directors.

At least 2 members of the Committee must be Non-Executive Directors of the Board.

The Chair of the Committee is to be an independent Director, nominated by the Board, who is not the Chairman of the Board.

All Committee members shall be financially literate and hold sufficient business, industry and financial experience to act effectively.

At least one member must have accounting or related financial management expertise.

The secretary shall be the Company Secretary or such other person as nominated by the Board.

Responsibilities

The Committee is formed by the Board to promote an environment within the Company which is consistent with best practice financial reporting. To support this, the Committee must oversee the following:

the adequacy and effectiveness of the Company’s accounting and financial policies and controls, including periodic discussions with management and external auditors, seeking assurance of compliance with relevant regulatory and statutory requirements; and
the Company’s financial reporting process and reports on the results of its activities to the Board. Specifically, the Committee reviews with management and the external auditor, the Company’s annual and interim financial statements and reports to Shareholders, seeking assurance that the external auditor is satisfied with the disclosures and content of those financial statements.

It is the Board’s responsibility to appoint the external auditor. Candidates for the position of external auditor must be able to demonstrate independence from the Company and an ability to maintain independence through the engagement period. Further, the successful candidate must have arrangements in place for the rotation of the audit engagement partner on a regular basis. The Committee reviews the performance of the external auditor annually, and can recommend to the Board any changes to the selection it deems appropriate.

Once appointed, it is the responsibility of the Committee to discuss with the external auditors the overall scope and plans for their audit activities, including staffing, contractual arrangements and fees. It reviews all audit reports provided by the external auditor. The Committee also specifically reviews any proposed activity or service by the providers of the external audit unrelated to external audit assurance activities.

Where appropriate, the Committee examines the adequacy of the nature, extent and effectiveness of the internal control processes of the Company.The Board is responsible for overseeing the risk management framework of the Company. However the Committee considers the risk implications of all matters it considers, and ensures these are reflected in the overall risk management activities of the Company.

Processes

The Committee maintains free and open communications with the external auditors and the Board. The Committee regularly meets with the external auditors without representatives of management to discuss the adequacy of the Company’s disclosures and policies, and to satisfy itself regarding the external auditor’s independence from management.

The Committee shall meet as frequently as required to undertake its role effectively and properly. This shall be no less than twice a year. A quorum for the Committee meeting is when at least two members are present. Any relevant employees may be invited to attend the Committee meetings.

The issues discussed at each Committee meeting as well as the Minutes of each meeting are reported at the next Board Meeting. The Committee Chair shall report the Committee’s recommendations to the Board after each meeting.

In exercising its role, the Committee may investigate any matter it considers relevant to its charter or relating to its role and scope. For this purpose, the Committee has full access to the Company’s records, personnel and external support as required and deemed appropriate.

The Committee reviews, and may recommend to the Board, any necessary action required to maintain or improve the overall quality of the Company’s financial reporting and practices.

The Committee reviews and reassesses this Charter at least annually, and recommends any changes it considers appropriate to the Board.

The Committee may undertake any other special duties as requested by the Board.

Nomination and Remuneration Committee Charter

Function and Purpose

The Remuneration and Nomination Committee provides assistance to the Board with respect to the following:

Remuneration policies and practices;
Remuneration of the Chief Executive Officer and Executive Directors;
Composition of the Board; and
Performance Management of the Board and of the Chief Executive Officer.

Membership and Composition

The minimum number of members required on the Committee is two directors.

At least one member of the Committee must be a Non-Executive Director of the Board.

The Chair of the Committee is to be a Non-Executive Director, nominated by the Board, who may be the Chairman of the Board.

The secretary of the Committee shall be the Company Secretary or such other person as nominated by the Board.

Responsibilities

The Remuneration and Nomination Committee is to review and make recommendations regarding the following:

strategies in relation to executive remuneration policies;
compensation arrangements for the Chief Executive Officer, Executive Directors and other senior executives as appropriate;
performance related incentive policies;
the Company’s recruitment, retention and termination policies;
the composition of the Board having regard to the skills/experience desired and skills/experience represented;
the appointment of Board members;
the evaluation of the performance of the Chief Executive Officer and the Directors;
consideration of potential candidates to act as Directors; and
succession planning for Board members.

Processes

The Committee shall meet as frequently as required to undertake its role effectively and properly. This shall be no less than once a year. A quorum for the Committee meeting is when at least two members are present. Any relevant employees may be invited to attend the Committee meetings.

The Committee reviews, and may recommend to the Board, any necessary action to required.

The Committee reviews and reassesses this Charter at least annually, and recommends any changes it considers appropriate to the Board.

The Committee may undertake any other special duties as requested by the Board.

Share Trading Committee Charter

Function and Purpose

The Share Trading Committee provides assistance to the Regalpoint Resources Limited (Company) Board with respect to the application and enforcement of the Share Trading Policy (Policy) and the ASX Listing Rules.

Membership and Composition

The minimum number of members required on the Committee is two directors or other key management personnel.

The secretary of the Committee shall be the Company Secretary or such other person as nominated by the Board.

Responsibilities

The Share Trading Committee will:

Review and consider requests made by Restricted Persons (as defined in the Policy) to undertake any transaction in Company securities;
If it considers that any Restricted Person possesses unpublished price sensitive information, the Share Trading Committee will be precluded from making a security transaction until 1 trading day after the time of public release of that information;
The Share Trading Committee may grant clearance to a Restricted Person who is not in possession of inside information to sell or dispose of securities during a prohibited period only in the circumstances outlined in the Policy and the ASX Listing Rules and guidance notes pertinent to share trading;
If the Share Trading Committee grants clearance to a Restricted Person during a prohibited period, such clearance will be given in writing prior to the Restricted Person trading shares; and
The Share Trading Committee will provide a Clearance Record to the Company Secretary where applicable.

Processes

The Share Trading Committee shall meet as frequently as required to undertake its role effectively and properly. A quorum for the Committee meeting is when at least two members are present. Any relevant key management personnel or Restricted Persons may be invited to attend the Committee meetings.

Share Trading Policy

Introduction

Regalpoint Resources Limited and its related entities (‘Company’) has adopted a share trading policy (‘Policy’) to regulate dealings by the Company’s Restricted Persons in shares, options and other securities issued by the Company.

Purpose

The purpose of this policy is to ensure that the Company’s Restricted Persons (defined at point 3) are aware of the legal restrictions of trading securities while such a person is in possession of unpublished price sensitive information concerning the Company and any of its subsidiaries.

In addition, the Policy is intended to minimise the possibility that misunderstandings or suspicions arise that the Company’s Restricted Persons are trading while in possession of unpublished price sensitive information.

Restricted Persons

In the context of this Policy, Restricted Persons include:

all directors and other key management personnel;
the spouse or children of an Restricted Person;
partners or fellow directors of family partnerships and companies;
a trust for which the Restricted Person acts as trustee or as a director of its trustee company; and
an investment fund which effectively acts at the direction of the Restricted Person.

Restrictions on Trading

Consistent with the legal prohibitions on insider trading contained in the Corporations Act 2001, all Restricted Persons are prohibited from trading in the Company’s securities (and any financial products issued or created over or in respect of the Company’s securities) while in possession of unpublished price sensitive information.

Unpublished price-sensitive information’ means information which:

relates to the company’s securities;
is specific or precise;
has not been made public; and
if it were made public would be likely to have a significant effect on the price or value of any securities.

It should be noted that either positive or negative information may be material.

An Restricted Person, whilst in possession of unpublished price sensitive information, is subject to 3 restrictions:

they must not deal in securities affected by information;
the must not cause or procure anyone else to deal in those securities; and
they must not communicate the information to any person if they know or ought to know that the other person will use the information, directly in directly, for dealings in securities.

A director must not deal in securities of the Company on consideration of a short term nature (i.e. buying and selling shares for short term trading gain).

Clearance to Deal

Restricted Persons are required to receive clearance from the Board’s Share Trading Committee and the Chairman prior to:

undertaking any transaction in Company securities; or
entering into a margin loan facility in relation to their shareholding.

If a Restricted Person is considered to possess unpublished price sensitive information, they will be precluded from making a security transaction until 1 trading day after the time of public release of that information.

The Share Trading Committee will be a committee of at least 2 directors or other key management personnel.

Circumstances for refusal

An Restricted Person must not be given clearance (as required by paragraph 5 of this Policy) to deal in any company securities during a prohibited period. A ‘prohibited period’ means:

any closed period (refer para.7);
any period when there exists any matter which constitutes unpublished price sensitive information in relation to the Company’s securities; or
any period when the person responsible for the clearance otherwise has reason to believe that the proposed dealing is in breach of this Policy.

Closed periods

For the purpose of this policy, and in particular paragraph 6.1, a ‘closed period’ is the period of four weeks immediately preceding the preliminary announcement of the annual reports or half yearly reports.

Clearance Records

A written record must be maintained by the Company of the receipt of any advice received from a director pursuant to paragraph 5 of this Policy and of any clearance given. If requested by the director concerned, written confirmation from the Company that such advice and clearance (if any) have been recorded must be given to the director concerned. The Company Secretary, will maintain the register of Clearance Records.

Share Trading Committee power to permit

The Share Trading Committee may allow the exercise of an option or right under any Restricted Persons’ share scheme, or the conversion of a convertible security, where the final date for the exercise of such option or right, or conversion of such security, falls during any prohibited period and the Restricted Person could not reasonably have been expected to exercise it at an earlier time when he/she was free to deal.

The Share Trading Committee may grant a clearance to a Restricted Person who is not in possession of inside information to sell or dispose of securities during a prohibited period under this trading policy where the Restricted Person is in severe financial hardship or there are other exceptional circumstances as determined by the Share Trading Committee. In making a determination to grant a clearance the Share Trading Committee must have regard to the principles set out in the ASX Listing Rules and guidance notes pertinent to share trading.

If, after taking in to consideration all the issues referred to in paragraphs 9.1 and 9.2 above, the Share Trading Committee grants clearance to the Restricted Person to trade in a prohibited period, such clearance must be communicated in writing from the Share Trading Committee to the Restricted Person prior to the share trade occurring.

The Share Trading Committee will be a committee of at least 2 directors or other key management personnel.

Exempt dealings

The following dealings are not subject to the provisions of this Policy:

transfers of securities of the entity already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;
trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period and the entity has been in an exceptionally long prohibited period or the entity has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so.
undertakings to accept, or the acceptance of, a takeover offer;
a dealing by a Restricted Person with a related/associated person whose interest in the securities is to be treated by virtue of the Corporations Act 2001 as the Restricted Person’s interest.

Corporations Act

The requirements imposed by this policy are separate from the insider trading provisions contained in the Corporations Act 2001.

Anyone who contravenes the prohibitions against insider trading contained in the Corporations Act 2001 will be guilty of an offence and risks substantial fines and/or imprisonment.

ASX notification by Directors

The Corporations Act 2001 and the ASX Listing Rules require director dealings in the Company’s securities (“director transactions”) to be disclosed to the ASX. In order to comply with the ASX Listing Rules, each director must inform the Company Secretary in writing of all director transactions as soon as reasonably possible after the date of the transaction and in any event no later than 3 business days after the transaction.

Summary

This policy is designed to clarify the obligations on Restricted Persons in relation to trading in the Company’s securities, and to help them should they wish to buy and sell Company securities.

All queries regarding issues raised in this policy should be directed to the Chairman or Company Secretary. Approved by Regalpoint Resources Limited Board on

Diversity Policy

Purpose

Regalpoint Resources Limited (‘Company') appreciates the value inherent in a diverse workforce. Diversity may result from a range of factors; origin, age, gender, race, cultural heritage, lifestyle, education, physical ability, appearance, language or other factors. We value the differences between people and the contribution these differences make to our business.

We will actively manage diversity, finding ways of utilising the differences that exist, in order to improve our business. This requires that we actively and flexibly seek to accommodate the unique needs of many different employees.

Above all, we are committed to ensuring that all employees are treated with respect and dignity.

Scope

This policy applies to all employees.

Procedure

It is the responsibility of the Board to create an environment where:

There is tolerance of difference. The Company will ensure that all employees are treated fairly and with respect and dignity.
The ability to contribute and access opportunities is based on merit. The Company will adopt and actively encourage those practices and procedures that enable employees to contribute to the best of their ability.
Inappropriate attitudes or behaviours are confronted. The Company will treat seriously any instance of inappropriate behaviour and confront attitudes based on inappropriate stereotypes.

Equal Opportunity In Employment

Specifically, the Company will provide equal opportunity in respect to employment and employment conditions, including:

Hiring. All recruitment and selection documentation, procedures and practices will be non discriminatory. Documentation, including person specifications, job advertisements, application forms, contracts, etc. will include no direct or inferred discrimination. Company procedures, including interviews, reference checking and testing will be undertaken in such a way so as to ensure the absence of discriminatory practice.
Training. All internal and external training opportunities will be based on merit and in the light of company and individual needs.
Career Advancement. All decisions associated with career advancement, including promotions, transfers, and other assignments, will meet organisational needs and be determined on merit.

The Work Environment & Harassment

The Company will ensure that all employees have access to an environment that is free from harassment. Harassment is demeaning and contrary to the spirit of this policy. This means that the Company will not permit unwanted conduct based on an employee's personal circumstances or characteristics. In particular the Company will not tolerate:

Sexual harassment. Sexual harassment is defined as unwanted conduct of a sexual nature, or other unwanted conduct based on sex affecting the dignity of women and men at work. Under law, sexual harassment is illegal.
Racial harassment. Racial harassment is any conduct based on racial differences affecting the dignity of men and women at work. Under law, racial harassment is illegal.

Site Managers and coordinators of staff are required to ensure that the workplace is harassment free, and to ensure that complainants or witnesses are not victimized in any way. Any reports of sexual, racial or other harassment will be treated seriously, confidentially, and sympathetically by the company.

Responsibility

In order for this policy to operate, it is essential that every employee is responsible for the elimination of discriminatory practices, and for the creation of a diverse and tolerant workplace.

In particular, Site Managers have responsibility for the maintenance and promotion of an equal opportunity workplace.

Disciplinary Action

Disciplinary action, which may include dismissal, will be taken against anyone found to be guilty of a breach of this policy.

Support

The Company is committed to supporting employees in the achievement of a diverse workplace. Site Managers are responsible for developing and encouraging a positive environment, where all employees are treated with respect and dignity. Site Managers must take responsibility for reporting breaches of this policy, and should themselves act in accordance with its spirit.

The Company will proactively monitor company performance in meeting these standards and policies by:

The Board establishing, and reviewing on an annual basis, measurable objectives for achieving improvement in the diversity mix of the workforce and particularly gender diversity;

Recruiting and managing on the basis of an individual's competence and performance;
Creating a culture that empowers and rewards people to act in accordance with this policy;
Appreciating and respecting the unique attributes that each individual brings to the workplace;
Fostering an inclusive and supportive culture to enable people to develop to their full potential;
Ensuring we have clear reporting processes in place;
Promoting diversity through our actions and interactions;
Taking action to prevent and stop discrimination, bullying and harassment; and
Actively monitoring recruitment, promotions and turnover and communicating statistics.