Resources & Energy : Corporate Governance Statement FY2021 Update

For personal use only

ASX Release

5 July 2022

Resources & Energy Group Limited (ASX: REZ or the Company) provides ASX an updated Corporate Governance Statement for the financial year ended 30 June 2021. The update includes amendments contained in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4th edition.

These statements have been approved by the Board on 4 July 2022.

Further information:

J Daniel Moore

Executive Director

1. [e-mail]

1. [phone]

Approved for Release by the REZ Board

ACN 162 869 276 ABN 68 162 869 276	Head Office: Level 33,	52 Martin Place, Sydney, NSW, 2000
	Postal: Level 33,	52 Martin Place, Sydney, NSW, 2000
Twitter: @REZ_GOLD LinkedIN: REZGROUP	T: [phone] | F: [phone] | E: [e-mail]| W: www.rezgroup.com.au

For personal use only

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Resources & Energy Group Limited

ABN/ARBN		Financial year ended:
12110005822		30 June 2021

Our corporate governance statement1 for the period above can be found at:2

• These pages of our annual report:

☒	This URL on our	rezgroup.com.au/investors
website:

The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date: 4 July 2022

Name of authorised officer authorising lodgement: Warren Kember

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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3. The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
2. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
			recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
			have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting	… the fact that we follow this recommendation:
	out:
	(a) the respective roles and responsibilities of its board and
	management; and	in our Corporate Governance Statement
	(b) those matters expressly reserved to the board and those
	delegated to management.
			… and information about the respective roles and responsibilities of
			our board and management (including those matters expressly
			reserved to the board and those delegated to management):
			in our Board Charter atwww.rezgroup.com.au/investors
1.2	A listed entity should:	… the fact that we follow this recommendation:
	(a) undertake appropriate checks before appointing a director or	in our Corporate Governance Statement
	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.
1.3	A listed entity should have a written agreement with each director	… the fact that we follow this recommendation:
	and senior executive setting out the terms of their appointment.
			in our Corporate Governance Statement

1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
1.4	The company secretary of a listed entity should be accountable	… the fact that we follow this recommendation:
	directly to the board, through the chair, on all matters to do with
	the proper functioning of the board.	in our Corporate Governance Statement
1.5	A listed entity should:	… the fact that we have a diversity policy that complies with
	(a) have and disclose a diversity policy;	paragraph (a):
	(b) through its board or a committee of the board set	in our Corporate Governance Statement
	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:	… and a copy of our diversity policy or a summary of it:
	(1) the measurable objectives set for that period to
	achieve gender diversity;	atwww.rezgroup.com.au/investors
	(2) the entity's progress towards achieving those
	objectives; and
	(3) either:	… the measurable objectives for achieving gender diversity set by
	(A) the respective proportions of men and women
	the board or a relevant committee of the board in accordance with
	on the board, in senior executive positions and	our diversity policy and our progress towards achieving them:
	across the whole workforce (including how the
	entity has defined "senior executive" for these	in our Corporate Governance Statement
	purposes); or
	(B) if the entity is a "relevant employer" under the
	Workplace Gender Equality Act, the entity's	… and the information referred to in paragraph (c)(2) and (3)
	most recent "Gender Equality Indicators", as
	defined in and published under that Act.	in our Corporate Governance Statement
	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.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

r personal use only

Corporate Governance Council recommendation	Where a box below is ticked,4 we have followed the	Where a box below is ticked, we have NOT followed the
		recommendation in fullfor the wholeof the period above. We	recommendation in full for the whole of the period above. Our
		have disclosed this in our Corporate Governance Statement:	reasons for not doing so are:5
1.6	A listed entity should:	… the evaluation process referred to in paragraph (a):
	(a) have and disclose a process for periodically evaluating the	in our Corporate Governance Statement
	performance of the board, its committees and individual
	directors; and	at this location:
	(b) disclose for each reporting period whether a performance
	evaluation has been undertaken in accordance with that	www.rezgroup.com.au/investors
	process during or in respect of that period.
	… and the information referred to in paragraph (b):
		in our Corporate Governance Statement
1.7	A listed entity should:	… the evaluation process referred to in paragraph (a):
	(a) have and disclose a process for evaluating the performance	in our Corporate Governance Statement
	of its senior executives at least once every reporting period;
	and
	(b) disclose for each reporting period whether a performance	… and the information referred to in paragraph (b):
	evaluation has been undertaken in accordance with that
	process during or in respect of that period.	in our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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