Diablo Resources : Corporate Governance Statement 30 June 2022

r personal use only

DIABLO RESOURCES LIMITED

ACN 649 177 677

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 26 July 2022 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, since the date it was admitted to the official list of the ASX until the end of the financial year ended 30 June 2022, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations - 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website at www.diabloresources.com.au.

	RECOMMENDATIONS (4TH EDITION)	COMPLY		EXPLANATION
	Principle 1: Lay solid foundations for management and oversight
	Recommendation 1.1				The Company has adopted a Board Charter that sets out the
	(a)	A listed entity should have and disclose a board		YES		specific roles and responsibilities of the Board, the Chair and
		charter which sets out the respective roles and				management and includes a description of those matters
					expressly reserved to the Board and those delegated to
		responsibilities of the Board, the Chair and
					management.
		management, and includes a description of those
		matters expressly reserved to the Board and those
		delegated to management.
/1310_2				1

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

The Board Charter sets out the specific responsibilities of the Board,

requirements as to the Board's composition, the roles and

only

responsibilities of the Chairman and Company Secretary, the

establishment,

operation

and

management

of Board

Committees, Directors' access to Company records and

information, details of the Board's relationship with management,

details of the Board's performance review and details of the

Board's disclosure policy.

A copy of the Company's Board Charter, which is part of the

Company's Corporate Governance Plan, is available on the

Company's website.

use

Recommendation 1.2

(a)

The Company has guidelines for the appointment and

A listed entity should:

YES

selection of the Board and senior executives in its

Corporate Governance Plan. The Company's Nomination

(a)

undertake appropriate checks before appointing

Committee

Charter

(in the

Company's

Corporate

a director or senior executive or putting someone

Governance Plan) requires the Nomination Committee (or,

forward for election as a Director; and

in its absence, the Board) to ensure appropriate checks

(b)

provide security holders with all material

(including

checks in

respect

of character,

experience,

information in its possession relevant to a decision

education, criminal record and bankruptcy history (as

on whether or not to elect or re-elect a Director.

appropriate)) are undertaken before appointing a person,

personalr

or putting

forward to security

holders a candidate for

election, as a Director. In the event of an unsatisfactory

check, a proposed Director will not be appointed.

(b)

Under the Nomination Committee Charter, all material

information relevant to a decision on whether or not to

elect or re-elect a Director must be provided to security

holders in the Notice of Meeting containing the resolution

to elect or re-elect a Director.

Recommendation 1.3

The Company's Nomination Committee Charter requires the

A listed entity should have a written agreement with each

YES

Nomination Committee (or, in its absence, the Board) to ensure

Director and senior executive setting out the terms of their

that each Director and senior executive is personally a party to a

appointment.

written agreement with the Company which sets out the terms of

that Director's or senior executive's appointment.

The Company has written agreements with each of its Directors

and senior executives setting out the terms of their appointment.

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RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

The Company also has written agreements with each consultant

engaged by the Company and the nominated person to whom

responsibilities of the consultant and the nominated person are

delegated.

Recommendation 1.4

The

Board

Charter

outlines

the

roles, responsibility

and

The Company Secretary of a listed entity should be

YES

accountability of the Company Secretary. In accordance with

this, the Company Secretary is accountable directly to the Board,

accountable directly to the Board, through the Chair, on all

matters to do with the proper functioning of the Board.

through the Chair, on all matters to do with the proper functioning

of the Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which

A listed entity should:

PARTIALLY

provides a framework for the Company to establish,

(a)

have and disclose a diversity policy;

achieve and

measure

diversity objectives, including in

respect of gender diversity. The Diversity Policy is available,

(b)

through its board or a committee of the board set

as part of the Corporate

Governance Plan, on

the

measurable

objectives

for

achieving

gender

Company's website.

diversity

in

the composition

of its board, senior

(b)

The Diversity Policy allows the Board to set measurable

executives and workforce generally; and

gender diversity objectives, if considered appropriate, and

(c)

disclose in relation to each reporting period:

to continually monitor both the objectives if any have

(i)

the measurable objectives set for that

been set and the Company's progress in achieving them.

period to achieve gender diversity;

(c)

The Board does not presently intend to set measurable

(ii)

the

entity's progress

towards

achieving

gender diversity objectives for the past financial year,

those objectives; and

because:

(iii)

either:

(i)

the Board does not anticipate there will be a need

(A)

the respective proportions of men

to appoint any new Directors or senior executives

and women on the Board, in

due to the limited nature of the Company's existing

senior executive positions and

and proposed activities and the Board's view that

across

the

whole

workforce

the existing Directors and senior executives have

(including how the entity has

sufficient skill and experience to carry out the

defined

"senior executive" for

Company's plans; and

these purposes); or

(B)

if the entity is a "relevant

employer" under the Workplace

Gender Equality Act, the entity's

most recent

"Gender

Equality

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Indicators", as defined in the

(ii)

if it becomes necessary to appoint any new

Workplace Gender Equality Act.

Directors or senior executives, the Board will

only

If the

entity was in the S&P / ASX 300 Index at

the

consider the application of the measurable

commencement of the reporting period, the measurable

diversity objectives and determine whether, given

objective for achieving gender diversity in the composition

the small size of the Company and the Board,

requiring specified objectectives to be met, will

of its board should be to have not less than 30% of its

directors of each gender within a specified period.

unduly limit the Company from applying the

Diversity Policy as a whole and the Company's

policy of appointing the best person for the job; and

(iii)

the respective proportions of men and women on

the Board, in senior executive positions and across

the whole organisation (including how the entity

use

has defined "senior executive" for these purposes)

for the past financial year is disclosed in the

Company's Annual Report.

Recommendation 1.6

(a)

The Company's Nomination Committee (or, in its absence,

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

(a)

have and disclose a process for periodically

the Board, its committees and individual Directors on an

annual basis. It may do so with the aid of an independent

evaluating the performance of the Board,

its

personalr

committees and individual Directors; and

advisor. The process for this is set out in the Company's

Corporate Governance Plan, which is available on the

(b)

disclose for each reporting period whether a

Company's website.

performance evaluation has been undertaken in

(b)

The Company's Corporate Governance Plan requires the

accordance with that process during or in respect

Company to

disclose whether

or not performance

of that period.

evaluations were conducted during the relevant reporting

period. The

Company has

completed informal

performance evaluations in respect of the Board, its

committees (if any) and individual Directors for the past

financial year in accordance with the applicable process.

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.7

(a)

The Company's Nomination Committee (or, in its absence,

A listed entity should:

YES

the Board) is responsible for evaluating the performance of

only

(a)

have and disclose a process for evaluating the

the Company's senior executives on an annual basis. The

Company's Remuneration Committee (or, in its absence,

performance of its senior executives at least once

the Board) is responsible for evaluating the remuneration of

every reporting period; and

the Company's senior executives on an annual basis. A

(b)

disclose

for each reporting period whether

a

senior

executive,

for

these purposes, means

key

performance evaluation has been undertaken in

management personnel (as defined in the Corporations

accordance with that process during or in respect

Act) other than a non-executive Director.

of that period.

The applicable processes for these evaluations can be

found in the Company's Corporate Governance Plan,

use

which is available on the Company's website.

(b)

The Company's Corporate Governance Plan requires the

Company to disclose whether or not performance

evaluations were conducted during the relevant reporting

period.

The Company has completed informal

performance evaluations in respect of the senior

executives (if any) for each financial year in accordance

with the applicable processes.

personalr

Principle 2: Structure the Board to be effective and add value

Recommendation 2.1

(a)

The Company does not have a Nomination Committee.

The Board of a listed entity should:

PARTIALLY

The Company's Nomination Committee Charter provides

(a)

have a nomination committee which:

for the

creation

of a

Nomination Committee (if

it is

considered it will benefit the Company), with at least three

(i)

has at least three members, a majority of

members, a majority of whom are independent Directors,

whom are independent Directors; and

and which must be chaired by an independent Director

(ii)

is chaired by an independent Director,

and disclose:

(iii)

the charter of the committee;

(iv)

the members of the committee; and

(v)

as at the end of each reporting period, the

number of times the committee met

throughout the period and the individual