BROCKMAN MINING LIMITED
布 萊 克 萬 礦 業 有 限 公 司 *
(incorporated in Bermuda with limited liability)
(SEHK Stock Code: 159) (ASX Stock Code: BCK )The shares of Brockman Mining Limited (the 'Company') are dually listed on The Stock Exchange of Hong Kong Limited and on ASX Limited. This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The following is the text of an announcement released by the Company on ASX Limited on 1 October 2015.
By order of the board of directors of
Brockman Mining Limited Chan Kam Kwan, JasonCompany Secretary
Hong Kong, 2 October 2015
As at the date of this announcement, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non-executive directors; Mr. Chan Kam Kwan, Jason (Company Secretary), Mr. Kwai Kwun Lawrence and Mr. Colin Paterson as executive directors; Mr. Yap Fat Suan, Henry, Mr. Uwe Henke Von Parpart, Mr. Yip Kwok Cheung, Danny and Mr. Choi Yue Chun, Eugene as independent non-executive directors.
* For identification purpose only
Name of entity
Brockman Mining Limited
ABN/ARBN Financial year ended
143 211 867
30 June 2015
Our corporate governance statement2 for the above period above can be found at:3
☒ these pages of our annual report: _17 to 30
☒ this URL on our website:
http://www.brockmanmining.com
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.
Date here:
_30 September 2015
Sign here:
Director/company secretary
Print name:
Chan Kam Kwan, Jason
1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
2'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.
3Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.
1
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURESCorporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
1.1 | A listed entity should disclose:
| … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … 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): ☒at this location: www.brockmanmining.com/en/ir/cg/board_charters.pdf Insert location here | ☐an explanation why that is soin our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
1.2 | A listed entity should:
| … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐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. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
1.5 | A listed entity should:
| … the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and a copy of our diversity policy or a summary of it: ☒at this location: www.brockmanmining.com/en/ir/cg/diversity_policy.pdf Insert location here … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
the Workplace Gender Equality Act, the entity's most recent 'Gender Equality Indicators', as defined in and published under that Act. | ☐in our Corporate Governance Statement OR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and the information referred to in paragraphs (c)(1) or (2): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ||
1.6 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and the information referred to in paragraph (b): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
1.7 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and the information referred to in paragraph (b): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … |
PRINCIPLE 2 ‐ STRUCTURE THE BOARD TO ADD VALUE |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
2.1 | The board of a listed entity should:
| [If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and a copy of the charter of the committee: ☒at this location: www.brockmanmining.com/en/ir/cg/nc.pdf Insert location here … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: ☐in our Corporate Governance Statement OR ☐at this location: Insert location here | ☐an explanation why that is so in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. | … our board skills matrix:
☒ at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so 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:
| … the names of the directors considered by the board to be independent directors: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … where applicable, the information referred to in paragraph (b): ☐in our Corporate Governance StatementOR ☒ at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … the length of service of each director: ☐in our Corporate Governance Statement OR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance Statement |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
2.4 | A majority of the board of a listed entity should be independent directors. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR
| ☒ an explanation why that is so in our Corporate Governance Statement in the 2015 Annual Report OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
2.5 | The chair of theboard of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR
| ☒ an explanation why that is so in our Corporate Governance Statement in the 2015 Annual ReportOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
2.6 | A listed entity shouldhave a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||
3.1 | A listed entity should:
| … our code of conduct or a summary of it: ☐in our Corporate Governance StatementOR ☒at this location: Code of Conduct www.brockmanmining.com/en/ir/cg/code_of_coduct.pdf Insert location here | ☐an explanation why that is so in our Corporate Governance Statement |
PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATEREPORTING | |||
4.1 | The board of a listed entity should: (a) have an audit committee which: | [If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): | ☐an explanation why that is so in our Corporate Governance Statement |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
and disclose: (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 corporatereporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. | ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here … and a copy of the charter of the committee: ☐at this location: www.brockmanmining.com/en/ir/cg/ac.pdf Insert location here … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have anaudit committee and the processes we employ that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance StatementOR ☐at this location: Insert location here |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed … | |
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. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance Statement |
4.3 | A 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. | … the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☒at this location: 2015 Annual Report www.brockmanmining.com/en/ir/reports.php Insert location here | ☐an explanation why that is so in our Corporate Governance StatementOR ☐we are an externally managed entity thatdoes not hold an annual general meeting and this recommendation is therefore not applicable |
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
5.1 | A listed entity should:
| … our continuous disclosure compliance policy or a summary of it: ☐in our Corporate Governance StatementOR ☒at this location: Communication Strategy & Continuous Disclosure Policy www.brockmanmining.com/en/ir/cg/communication.pdf Insert location here | ☐an explanation why that is so 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. | … information about us and our governance on our website: ☒at this location: www.brockmanmining.com/en/ir/cg_board.php Insert location here | ☐an explanation why that is so in our Corporate Governance Statement |
distributed by |